How is the Rollover Share Price defined in the MOBX–Vision Aerial merger?

The Rollover Share Price equals the 20‑day VWAP of Mobix Labs Class A stock ending on the third trading day before closing, with a floor of $2.00 and a cap of $3.00 per share, subject to customary adjustments.

Mobix Labs (NASDAQ: MOBX) eyes Vision Aerial with $12M stock, $3M cash

Q: What consideration will Vision Aerial shareholders receive in the Mobix Labs (MOBX) deal?

Vision Aerial shareholders are entitled to $12 million in Mobix Labs Class A common stock plus $3,000,000 in cash. The stock value is determined using a Rollover Share Price tied to a 20‑day volume‑weighted average price range.

Q: What approvals are required to close the Mobix Labs (MOBX) acquisition of Vision Aerial?

Closing requires stockholder approval from both Mobix Labs and Vision Aerial, completion of Mobix Labs’ due diligence, and other customary closing conditions outlined in the Agreement and Plan of Merger.

Q: How will the Mobix Labs (MOBX) merger consideration shares be issued under U.S. securities laws?

The Class A common stock issued as consideration will be unregistered , relying on the exemption in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mobix Labs, Inc. entered into an Agreement and Plan of Merger on July 24, 2026 to acquire Vision Aerial, Inc. using two wholly owned subsidiaries, Mobix Merger Sub X, Inc. and Mobix Merger Sub XI, LLC. Merger Sub X will merge with and into Vision Aerial, which will briefly become a wholly owned subsidiary, followed by a second merger in which the surviving corporation will merge with and into Merger Sub XI, which will be the final surviving entity.

Shareholders of Vision Aerial are to receive a combination of Class A common stock valued at $12 million, calculated by dividing that amount by a Rollover Share Price based on the 20‑day volume‑weighted average price, plus $3,000,000 in cash, subject to purchase price adjustments and indemnification holdbacks. The Rollover Share Price is bounded between $2.00 and $3.00 per share, adjusted for stock splits and similar events, and the parties intend the mergers to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Closing is subject to customary conditions, including completion of Mobix Labs’ due diligence and approval by the stockholders of both Mobix Labs and Vision Aerial, and the agreement includes specified termination rights, with a termination fee payable by Vision Aerial in certain cases. The stock consideration to be issued will be an unregistered offering relying on the private‑offering exemption in Section 4(a)(2) of the Securities Act.

Insights

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8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Key Figures

Stock consideration value: $12 million Cash consideration: $3,000,000 VWAP measurement window: 20 trading days +2 more

5 metrics

Stock consideration value $12 million Value of Mobix Labs Class A common stock payable to Vision Aerial shareholders

Cash consideration $3,000,000 Cash portion of merger consideration payable to Vision Aerial shareholders

VWAP measurement window 20 trading days Period used to calculate the Rollover Share Price for stock consideration

Rollover Share Price floor $2.00 per share Minimum per-share price used to value Mobix Labs stock consideration

Rollover Share Price cap $3.00 per share Maximum per-share price used to value Mobix Labs stock consideration

Key Terms

Agreement and Plan of Merger, volume-weighted average price, indemnification holdbacks, Section 368(a) of the Internal Revenue Code, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Mobix Labs, Inc. executed an Agreement and Plan of Merger with Mobix Merger Sub X"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

volume-weighted average price financial

"The Rollover Share Price is equal to the volume-weighted average price per share"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

indemnification holdbacks regulatory

"$3,000,000 cash, subject to customary post-closing purchase price adjustments and indemnification holdbacks"

Section 368(a) of the Internal Revenue Code regulatory

"The parties intend that the mergers will qualify as a reorganization within the meaning of Section 368(a)"

Section 4(a)(2) of the Securities Act regulatory

"In reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/29/2026 - 05:19 PM Accepted by SEC EDGAR 07/29/2026 - 05:18 PM

FAQ

What transaction did MOBX enter into with Vision Aerial on July 24, 2026?

Mobix Labs entered into an Agreement and Plan of Merger to acquire Vision Aerial, Inc. via a two-step merger using two wholly owned subsidiaries, resulting in Merger Sub XI becoming the surviving entity holding the Vision Aerial business.

What consideration will Vision Aerial shareholders receive in the Mobix Labs (MOBX) deal?

Vision Aerial shareholders are entitled to $12 million in Mobix Labs Class A common stock plus $3,000,000 in cash. The stock value is determined using a Rollover Share Price tied to a 20‑day volume‑weighted average price range.

What approvals are required to close the Mobix Labs (MOBX) acquisition of Vision Aerial?

Closing requires stockholder approval from both Mobix Labs and Vision Aerial, completion of Mobix Labs’ due diligence, and other customary closing conditions outlined in the Agreement and Plan of Merger.

How will the Mobix Labs (MOBX) merger consideration shares be issued under U.S. securities laws?

The Class A common stock issued as consideration will be unregistered, relying on the exemption in Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering.

What is the intended tax treatment of the MOBX–Vision Aerial mergers?

The parties intend the mergers, taken together, to qualify as a reorganization under Section 368(a) of the Internal Revenue Code, which can allow tax‑favored treatment if applicable requirements are satisfied.

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): July 24, 2026

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 1.01 Entry into a Material Definitive Agreement.

On July 24, 2026, Mobix Labs, Inc. (the “Company”) executed an Agreement and Plan of Merger (the “Merger Agreement”) with Mobix Merger Sub X, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub X”), Mobix Merger Sub XI, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub XI”), Vision Aerial, Inc., a Delaware corporation (“Vision Aerial”), and the shareholder representative named therein.

The Merger Agreement provides for the acquisition of Vision Aerial by the Company through a series of mergers, pursuant to which Merger Sub X will merge with and into Vision Aerial, with Vision Aerial surviving as a wholly owned subsidiary of the Company, followed immediately by the merger of the surviving corporation with and into Merger Sub XI, with Merger Sub XI surviving the second merger. The parties intend that the mergers (the “Mergers”), taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Under the terms of the Merger Agreement, consideration payable to the shareholders of Vision Aerial will consist of a combination of (i) a number of shares of the Company’s Class A common stock equal to $12 million divided by the Rollover Share Price (as defined below) and (ii) $3,000,000 cash, subject to customary post-closing purchase price adjustments and indemnification holdbacks. The Rollover Share Price is equal to the volume-weighted average price per share of the Class A common stock for the 20 trading days ending on (and including) the third trading day preceding the closing of the Mergers, provided the Rollover Share Price shall not be less than $2.00 nor greater than $3.00 (subject to adjustment for any stock split, stock dividend, recapitalization or similar event). The Merger Agreement contains representations, warranties, covenants, and indemnification provisions customary for a transaction of this type, and the closing of the transaction is subject to customary closing conditions, including the satisfaction of the Company’s due diligence investigation, approval by the stockholders of the Company and of Vison Aerial. The Merger Agreement may be terminated under specified circumstances, including the payment of a termination fee by Vision Aerial in certain cases.

A copy of the Merger Agreement is expected to be filed as an exhibit hereto by amendment.

The foregoing description of the Merger Agreement does not purport to be complete and, upon filing, will be qualified in its entirety by reference to the full text of the Merger Agreement.

Item 3.02 Unregistered Sales of Equity Securities

The information regarding the Merger Agreement and the issuance of the shares of Class A common stock contemplated thereunder set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The securities comprising the stock consideration to be issued in connection with the Mergers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering.

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: July 29, 2026	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents