false
0001855467
0001855467
2026-06-22
2026-06-22
0001855467
mobx:ClassCommonStockParValue0.00001PerShareMember
2026-06-22
2026-06-22
0001855467
mobx:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockMember
2026-06-22
2026-06-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 22, 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.
Introductory Note
Concurrently with the filing
of this Current Report on Form 8-K, Mobix Labs, Inc. (the “Company”) is filing a post-effective amendment to its registration
statement on Form S-1 to deregister 950,000 shares (post-reverse stock split) of Class A Common Stock previously registered for potential
resale in connection with the Company’s equity line of credit.
Item
1.01 Entry into a Material Definitive Agreement.
On June 22, 2026, the Company
issued to Leviston Resources, LLC (“Leviston”) a senior secured convertible promissory note in the original principal amount
of $2.8 million, for gross proceeds to the Company of approximately $2.3 million. The note bears interest at 10% per annum, matures on
October 18, 2026. Subject to stockholder approval and the terms of the note, Leviston may convert outstanding principal and accrued interest
into shares of the Company’s Class A Common Stock at a conversion price equal to the lesser of the closing price on June 22, 2026
and 85% of the lowest eight-day VWAP of the Class A Common Stock immediately prior to and including the conversion notice date.
The note was issued as an
additional note under the Company’s previously disclosed investor rights agreement. The Company also entered into an amendment
to its registration rights agreement with Leviston relating to the resale registration of shares issuable upon conversion of the note.
The foregoing description is qualified in its entirety by reference to the note and registration rights amendment, which are filed as
Exhibits 4.1 and 10.1 to this Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The information
set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The note was issued, and the issuance
of the shares of Class A Common Stock upon conversion of the note will be issued, in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
Concurrently with
the filing of this Current Report on Form 8-K, the Company is filing a post-effective amendment to its registration statement on Form
S-1 to deregister 950,000 shares (post-reverse stock split) of Class A Common Stock previously registered for potential resale in connection
with the Company’s equity line of credit.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Amended
and Restated Senior Secured Convertible Promissory Note in favor of Leviston Resources, LLC dated as of June 22, 2026. |
| |
|
|
| 10.1 |
|
Second Amendment to Registration
Rights Agreement, by and between Mobix Labs, Inc. and Leviston Resources, LLC, dated as of June 22, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
June 26, 2026 |
/s/ Keyvan
Samini |
| |
Keyvan Samini |
| |
President and Chief Financial Officer |
