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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 |
