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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): March 31, 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) |
|
(I.R.S.
Employer
Identification No.) |
| 1
Venture, Suite 220, Irvine, California |
|
92618 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(949)
808-8888
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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 240.13e-4(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.
Securities
Purchase Agreement, Convertible Note and Registration Rights Agreement
On
March 31, 2026, Mobix Labs, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with Leviston Resources, LLC, a Delaware limited liability company (“Leviston”). Pursuant to the Securities
Purchase Agreement, Leviston purchased from the Company a senior secured convertible promissory note in the original
principal amount of $3,000,000 (the “Convertible Note”) for a purchase price of $2,550,000.
The
Convertible Note includes customary affirmative and negative covenants, and bears interest at an annual rate of 10%, accruing from the
original issue date of March 31, 2026. The Convertible Note matures on July 31, 2026, at which time the outstanding principal and accrued
interest are due and payable in cash, unless earlier converted in accordance with its terms. Following an Event of Default (as defined
in the Convertible Note), all amounts owing by the Company to Leviston shall be increased to an amount equal to 125% of the then outstanding
obligations. At any time prior to maturity, Leviston may convert all or a portion of the outstanding principal and accrued interest into
shares of Company Class A Common Stock (the “Common Stock”) in the manner set forth in the Convertible Note. Subject
to adjustment as set forth in the Convertible Note, the conversion price is the lesser of (A) the closing price on March 31, 2026 and
(B) 85% of the lowest 8-day VWAP of the Common Stock immediately prior to and including the date of the conversion notice.
Pursuant
to a registration rights agreement (the “Registration Rights Agreement”) entered into on March 31, 2026 between the Company
and Leviston, the Company will use reasonable efforts to prepare and file no later than 14 days following March 31, 2026 and cause
to be declared effective pursuant to the Securities Act of 1933, as amended (the “Securities Act”), no later than 30 days
following March 31, 2026, a Registration Statement to provide for resales of the shares of Common Stock issuable upon conversion of the
Convertible Note.
The
issuance of the Convertible Note was, and the issuance of the Common Stock underlying the Convertible Note will be, effected
in reliance upon exemptions from registration under the Securities Act, including Section 4(a)(2) thereof and Rule 506(b) of Regulation
D thereunder.
The
foregoing description of the Securities Purchase Agreement, Convertible Note and Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of Convertible
Note and the Registration Rights Agreement, copies of which will be filed as exhibits to the Company’s next Quarterly Report
on Form 10-Q.
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.
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/
Keyvan Samini |
| |
Name: |
Keyvan
Samini |
| |
Title: |
President
and Chief Financial Officer |
Date:
April 3, 2026
