Mobix Labs (NASDAQ: MOBX) adds secured loans and equity with warrants

Rhea-AI Filing Summary

Mobix Labs, Inc. entered into several debt and equity financing arrangements that add new capital and increase secured obligations. The company issued a $550,000 secured promissory note to Lendspark Corporation, bearing a fixed annual interest rate and maturing in 12 months, and provided a first-priority security interest in substantially all assets. As consideration, it issued 150,000 Class A common shares and allowed the note to convert upon default into up to 2,500,000 Class A shares at a fixed $0.70 per share, with additional "make-whole" share or cash provisions.

The company also obtained a $600,000 loan from Maximcash Solutions LLC, secured by all assets, issuing 93,750 Class A shares as commitment shares and pledging 1,500,000 additional Class A shares as collateral usable only on default. Separately, Mobix sold 1,052,725 Class A shares to an accredited investor at $0.95 per share for approximately $1.0 million in gross proceeds and granted a three-year warrant for 500,045 shares at $0.96 per share. All securities were issued under private placement exemptions.

Positive

• None.

Negative

• Increased leverage and secured claims on assets: Mobix Labs added a $550,000 secured note with a first-priority security interest and a $600,000 secured loan over substantially all assets, raising balance-sheet risk and creditor priority ahead of equity holders while introducing equity-linked conversion and warrant overhang.

Insights

Capital structure and credit analyst

Mobix adds debt and equity capital, increasing leverage and potential dilution.

Mobix Labs entered into two secured loan arrangements and a private equity investment that together bring in multiple sources of funding. The Lendspark note of $550,000 and the Maximcash loan of $600,000 are both secured by substantially all company assets, with Lendspark receiving a first-priority security interest. These deals strengthen near-term liquidity but add fixed obligations and asset-backed liens.

Equity-linked features meaningfully increase potential dilution. Lendspark’s note can convert on default into up to 2,500,000 Class A shares at $0.70 per share and includes additional "make-whole" share or cash provisions. The company also issued 150,000 and 93,750 Class A commitment shares, pledged 1,500,000 shares as collateral to Maxim, and sold 1,052,725 shares at $0.95 plus a three-year warrant for 500,045 shares at $0.96. Actual impact on existing holders depends on future performance and whether any defaults or warrant exercises occur.

The accredited investor equity sale generated approximately $1.0 million in gross proceeds, which supports working capital needs described as enhancing the company’s financial flexibility. All securities were issued under Section 4(a)(2) and/or Rule 506(b) exemptions, so resale liquidity for new investors may depend on future registration rights being exercised and effectiveness of any related registration statements.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2025

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40621		98-1591717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Venture, Suite 220 Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 808-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share		MOBX		Nasdaq Capital Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock		MOBXW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

On August 13 and August 15, 2025, Mobix Labs, Inc. (the “Company”) completed a series of financing transactions that enhance the Company’s working capital position and provide additional financial flexibility.

Lendspark Financing

The Company entered into a Securities Purchase Agreement with Lendspark Corporation, pursuant to which it issued a secured promissory note (the “Note”) in the principal amount of $550,000. The Note bears a fixed annual interest rate and matures 12 months from issuance. As part of the financing, the Company issued 150,000 shares of Class A common stock (“Class A Common Stock”) as commitment shares, granted customary registration rights, and provided a first-priority security interest in substantially all assets of the Company and its subsidiaries, subject to permitted liens. The Note is convertible upon default at the option of Lendspark, into up to 2,500,000 shares of the Company’s Class A Common Stock at a fixed conversion price of $0.70 per share. In addition, the Note contains “make-whole” provisions that require the Company to issue a limited number of additional shares or make cash payments under certain circumstances.

Maxim Financing

The Company also entered into a Business Loan and Security Agreement with Maximcash Solutions LLC (“Maxim”), pursuant to which the Company received $600,000 of loan proceeds secured by all assets of the Company. In connection with this financing, the Company issued 93,750 shares of Class A Common Stock as commitment shares and pledged 1,500,000 shares of Class A Common Stock as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

Accredited Investor Equity Investment

On August 15, 2025, the Company entered into a Stock Purchase Agreement with an accredited investor for the sale of 1,052,725 shares of Class A Common Stock at a price of $0.95 per share, resulting in gross proceeds of approximately $1.0 million. The investor also received a warrant to purchase 500,045 shares of Class A common stock at $0.96 per share, exercisable for three years.

Exemption

The securities described above were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mobix Labs, Inc.
Dated: August 21, 2025	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer

FAQ

What financing transactions did Mobix Labs (MOBX) complete in August 2025?

Mobix Labs completed three transactions: a $550,000 secured promissory note with Lendspark, a $600,000 secured loan with Maximcash Solutions, and a private sale of 1,052,725 Class A shares to an accredited investor with an accompanying warrant.

How much did Mobix Labs (MOBX) raise from the accredited investor equity sale?

Mobix Labs sold 1,052,725 shares of Class A common stock at $0.95 per share to an accredited investor, resulting in gross proceeds of approximately $1.0 million, and issued a warrant to purchase 500,045 additional shares at $0.96 per share for three years.

What are the key terms of the Lendspark note for Mobix Labs (MOBX)?

The Lendspark note has a principal amount of $550,000, bears a fixed annual interest rate, and matures 12 months from issuance. It is secured by a first-priority security interest in substantially all assets and is convertible upon default into up to 2,500,000 Class A shares at a fixed $0.70 per share, with additional "make-whole" share or cash provisions.

What collateral did Mobix Labs (MOBX) provide to Maximcash Solutions?

Under the Business Loan and Security Agreement, Mobix Labs’ $600,000 loan from Maximcash Solutions is secured by all assets. The company issued 93,750 Class A shares as commitment shares and pledged 1,500,000 Class A shares as additional collateral, which Maxim may use only if a default occurs.

How dilutive are the new Mobix Labs (MOBX) financings for existing shareholders?

The transactions involve multiple new and potential share issuances: 150,000 and 93,750 Class A shares as commitment shares, 1,052,725 shares sold to an accredited investor, a warrant for 500,045 shares at $0.96, and a Lendspark default conversion feature for up to 2,500,000 shares at $0.70. Actual dilution depends on defaults and warrant exercises over time.

Under what exemptions were Mobix Labs (MOBX) securities issued in these deals?

The company states that the securities issued in the Lendspark, Maxim, and accredited investor transactions relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.