MOBIX LABS, INC (MOBXW) SEC Filings

Mobix Labs, Inc. (MOBX) has filed an S-1 to register the resale of up to 5,000,000 shares of Class A Common Stock by a selling stockholder. These shares are issuable upon conversion of Series A 10% Convertible Preferred Stock, including shares issuable from exercising an August 2026 preferred stock purchase warrant. Mobix is not selling any shares in this offering and will receive no proceeds from the resale, though it may receive up to $6,000,000 if the warrant is exercised, which it plans to use for working capital and general corporate purposes.

The 5,000,000 shares represent approximately 22.9% of the 16,847,921 Class A shares outstanding as of August 24, 2026, creating a sizable potential overhang that the company warns could pressure its share price. Mobix reports substantial operating losses, an accumulated deficit of $183.4 million as of June 30, 2026, and explicitly notes substantial doubt about its ability to continue as a going concern, highlighting a need for additional capital. The company details restrictive and potentially dilutive preferred stock and convertible note financings with Kips Bay Select, LP and Leviston Resources, LLC, planned acquisitions of Vision Aerial, Inc. and Special Project Delivery, Inc., and a strategic shift toward its National Security Matters Initiative, while also flagging risks including Nasdaq listing compliance, customer concentration, material weaknesses in internal controls, and significant future dilution from convertible instruments.

MOBIX LABS, INC. (MOBX) entered into new financing and governance changes. On August 28, 2026, the company issued a $1,200,000 senior secured convertible promissory note to Leviston Resources, LLC for a $1,000,000 purchase price, bearing 10% annual interest and maturing on December 25, 2026. Leviston may convert principal and interest into Class A Common Stock at the lesser of the August 28, 2026 closing price or 85% of the lowest 8-day VWAP before conversion, with all obligations increasing to 125% upon an event of default.

The company also agreed to sell Kips Bay Select, LP 1,000 shares of Series A 10% Convertible Preferred Stock for $1,000 per share and issued a warrant to purchase up to 6,000 additional preferred shares at $1,000 per share, plus 834,782 Class A Extension Shares as consideration. Conversion of the note and preferred shares requires stockholder approval and is subject to Nasdaq share issuance limits, with resale registration rights granted. Separately, all Class B Common Stock was converted into Class A Common Stock, eliminating super-voting and class-specific director election rights and reconstituting the board under a single common stock class.

MOBIX LABS, INC (MOBX) director and executive officer Keyvan Samini reported a conversion of 12,500 shares of Class B Common Stock held indirectly through the KSSF Trust into 12,500 shares of Class A Common Stock on a one-for-one basis, with no consideration paid, pursuant to the company’s certificate of incorporation. After the conversion, the KSSF Trust held 29,614 Class A shares, and Mr. Samini also reported 155,053 Class A shares held directly, plus additional indirect Class A holdings through other trusts. He further reported fully vested options to acquire 32,353 Class A shares at $1.70 per share, expiring on August 10, 2030. For trust-held shares, he disclaims beneficial ownership except to the extent of his pecuniary interest.

MOBIX LABS, INC (symbol: MOBX) is the issuer of record for a Form 4 filing submitted to the SEC.

MOBIX LABS, INC (MOBX) director Frederick C. Goerner reported a conversion of 21,739 shares of Class B Common Stock into 21,739 shares of Class A Common Stock on August 21, 2026. The conversion was on a one-for-one basis pursuant to the company’s Certificate of Incorporation, and no consideration was paid.

Following the conversion, Goerner directly holds 207,456 shares of Class A Common Stock. He also holds fully vested options to acquire additional Class A shares, including options over 2,000 shares at $41.80 per share expiring August 10, 2030 and options over 13,341 shares at $68.40 per share expiring April 4, 2032.

Mobix Labs, Inc. reported sharply weaker results for the nine months ended June 30, 2026. Total net revenue was $3.63 million, down from $8.03 million a year earlier, with quarterly revenue for the June 2026 quarter falling to $0.79 million from $2.35 million. Gross profit for the nine-month period declined to $0.87 million from $4.06 million.

The company recorded a net loss of $32.77 million for the nine months, compared with a $30.40 million loss in the prior-year period, and used $14.72 million of cash in operating activities. Cash on hand was only $2.14 million as of June 30, 2026, with an accumulated deficit of $183.36 million. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing.

To fund operations, Mobix raised capital through equity and complex financings, including a $4.00 million Leviston senior secured convertible note (later converted into 2.5 million shares), additional Leviston convertible notes measured at fair value, and the issuance of 2,000 shares of Series A 10% Convertible Preferred Stock with a $1,200 per-share stated value and associated warrants. These instruments, along with prior debt and payable settlements in shares, create meaningful potential dilution relative to the 15.0 million Class A and 200,491 Class B shares outstanding.

Mobix Labs, Inc. notified that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the deadline, using the allowed extension period, due to financing transactions executed late in the quarter and turnover in its accounting department. The company needs more time to complete its financial statements and evaluate disclosure controls and procedures.

Preliminary results for the quarter indicate net revenues of about $0.8 million versus $2.4 million a year earlier, loss from operations of about $7.4 million versus $8.1 million, and net loss of about $16.8 million versus $8.3 million. Management states that the financial statements will continue to reflect substantial doubt about the company’s ability to continue as a going concern for the next twelve months, and the figures remain subject to change.

Mobix Labs, Inc. reported preliminary revenue expectations and outlined a new strategic acquisition aligned with its U.S. national-security focus. For the third quarter of 2026, the company expects revenue of $750k–$850k, and currently anticipates fiscal fourth-quarter 2026 revenue of $1.4–$1.8 million, with final results to be provided in its upcoming quarterly report. In parallel, Mobix signed a definitive agreement to acquire Special Project Delivery, Inc. (SPD), a U.S. infrastructure platform focused on rare earth elements, critical minerals, energy and water resilience, via an all-stock transaction with consideration not to exceed 4.8 million shares of Mobix common stock. The transaction is expected to close before the end of 2026, subject to Mobix stockholder approval and customary conditions. Management frames SPD as a cornerstone of Mobix’s National Security Matters initiative, adding upstream resource and infrastructure capabilities to its defense, aerospace and autonomous-systems technologies, while cautioning that the resource potential of the acquired property has not been independently quantified and highlighting ongoing risks around capital needs and going-concern status.

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.