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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): May 13, 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.
First
Amendment to Securities Purchase Agreement and Convertible Note and Investor Rights Agreement
On
May 13, 2026, Mobix Labs, Inc. (the “Company”) entered into a first amendment to the securities purchase agreement and senior
secured convertible promissory note (the “First Amendment”), with Leviston Resources, LLC (“Leviston”), amending
the senior secured convertible note originally issued on March 31, 2026 (the “Original Note”) to increase the principal amount
from $3 million to $4 million in exchange for an additional cash advance of $833,333 to the Company. The material terms of the
Original Note, including its variable conversion price formula, were previously disclosed in our Current Report on Form 8-K filed with
the SEC on April 3, 2026.
Additionally,
on May 13, 2026, we entered into the Investor Rights Agreement (the “Investor Rights Agreement”) that grants Leviston
the right, but not the obligation, to acquire, over a seven-month period, additional secured convertible notes of up to $4.0 million
in aggregate principal amount on terms substantially similar to the Original Note and secured on a pari passu basis.
The
foregoing descriptions of the First Amendment and the Investor Rights Agreement are qualified in their entirety by reference to the
full text of those agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2026.
All
$4 million of principal under the Original Note has since been satisfied in full through conversion into shares of the
Company’s Class A Common Stock (the “Common Stock”), all of which have been resold by Leviston pursuant to the Company’s effective
Registration Statement on Form S-1 (see Item 1.02 below). Leviston at no time beneficially owned in excess of 4.99% of the
outstanding shares of Class A Common Stock.
Item
1.02 Termination of a Material Definitive Agreement.
On
May 18, 2026, the Company satisfied in full the entire $4 million of outstanding principal under the Original Note, together with all
accrued interest thereon, through the conversion of such amounts into shares of Common Stock. Upon such full satisfaction, the Original Note, the Securities Purchase Agreement, dated
March 31, 2026, between the Company and Leviston (as amended by the First Amendment), and the Registration Rights Agreement, dated March
31, 2026, between the Company and Leviston, terminated in accordance with their terms.
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 Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference.
Between
May 12, 2026 and May 18, 2026, Leviston converted
the entire $4 million of outstanding principal under the Original Note, as amended, together with all accrued interest
thereon, into an aggregate of 2,500,000 shares of Common Stock (the “Shares”), satisfying the
Original Note in full. The issuance of the Shares was exempt from registration under Section 3(a)(9) of the Securities
Act of 1933, as amended (the “Securities Act”). Any shares issuable pursuant to the Investor Rights
Agreement upon conversion of additional secured convertible notes will be effected in reliance upon Section 3(a)(9) of the Securities Act.
Item 9.01. Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 |
| Date:
May 19, 2026 |
Title: |
President
and Chief Financial Officer |
