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.
Mobix Labs, Inc. director and Chief Executive Officer Philip Sansone reported selling 9,301 shares of Class A common stock on July 16, 2026 at a weighted average price of $1.8669 per share, leaving 166,130 shares held directly. The sale was made under an irrevocable “sell to cover” election solely to satisfy tax withholding from restricted stock units vesting that day and is described as non-discretionary.
A Form 144 notice for Mobix Labs reports that Philip Sansone plans to sell 25,000 shares of common stock. These shares are scheduled to be acquired through RSU vesting on 07/16/2026 and may be sold beginning 07/17/2026 through J.P. Morgan Securities LLC on NASDAQ.
The notice also lists a prior sale of common stock on 05/01/2026 involving 9,541 shares within the past three months.
Mobix Labs, Inc. is registering up to 3,744,161 shares of Class A Common Stock for resale by existing stockholders. The shares include stock issued on debt settlements, litigation settlement and RaGE Systems earnout, plus shares issuable from new Series A 10% Convertible Preferred Stock and a related warrant. Mobix will not receive proceeds from these resales but may receive up to $6,000,000 if the Preferred Warrant is exercised, for working capital and general corporate purposes.
As of June 8, 2026, 14,998,187 Class A and 200,491 Class B shares were outstanding, and the offered shares would equal about 25% of Class A. The company reports large operating losses, substantial doubt about its ability to continue as a going concern, plans for further dilutive financings and multiple acquisition initiatives, all detailed in extensive risk factors.
MOBIX LABS, INC director Bill Carpou reported an equity compensation grant and his outstanding option holdings. He received 13,660 shares of Class A Common Stock on June 30, 2026 at a price of $0.00 per share, classified as a grant or award, bringing his direct holdings to 67,282 shares after the transaction. Footnotes state these Restricted Stock Units were granted on June 30, 2026 and vested on July 1, 2026, meaning they became fully earned one day after grant.
The filing also lists two fully vested stock option positions. One option covers 13,341 underlying Class A Common shares at an exercise price of $68.40 per share, expiring on April 4, 2032. Another option covers 2,000 underlying shares at an exercise price of $41.80, expiring on August 10, 2030. No open-market buys or sells were reported; the activity reflects compensation and existing derivative holdings.
MOBIX LABS, INC director and 10% owner James J. Peterson received an equity award in the form of Class A Common Stock. He acquired 13,660 shares of Class A Common Stock on a grant or award basis at a stated price of $0.00 per share, tied to Restricted Stock Units granted on June 30, 2026 that vested on July 1, 2026.
Following this award, he directly holds 339,122 shares of Class A Common Stock. He also has derivative positions linked to Class A shares: 144,927 underlying shares through Class B Common Stock that is convertible into Class A, plus fully vested options covering 13,341 shares at an exercise price of $68.40 per share expiring on April 4, 2032, and 2,000 shares at $41.80 per share expiring on August 10, 2030.
LONG MICHAEL J reported acquisition or exercise transactions in this Form 4 filing.
MOBIX LABS, INC director Michael J. Long received an equity award in the form of restricted stock units. The Form 4 shows a grant of 13,660 shares of Class A common stock at no cash cost to him, increasing his directly held position to 138,592 shares.
The footnote explains these Restricted Stock Units were granted on June 30, 2026 and vested on July 1, 2026, indicating this was a compensation-related award rather than an open-market purchase or sale.
Goerner Frederick C reported acquisition or exercise transactions in this Form 4 filing.
Mobix Labs director Frederick C. Goerner received an equity award of 13,660 shares of Class A Common Stock on June 30, 2026, at a price of $0.0000 per share. These shares relate to Restricted Stock Units granted on June 30, 2026 that vested on July 1, 2026. Following this grant, he directly holds 185,717 shares of Class A Common Stock. He also holds Class B Common Stock convertible into 21,739 Class A shares at his option, plus fully vested options to buy 13,341 Class A shares at $68.40 per share expiring on April 4, 2032 and 2,000 shares at $41.80 per share expiring on August 10, 2030.
Mobix Labs director Kurt Busch reported a new equity grant. He received 13,660 shares of Class A Common Stock as a grant or award at a price of $0.00 per share, increasing his direct holdings to 74,621 shares. Footnotes state these Restricted Stock Units were granted on June 30, 2026 and vested on July 1, 2026.
He also holds fully vested options to buy 13,341 shares at an exercise price of $68.40 per share expiring on April 4, 2032, and options to buy 2,000 shares at $41.80 per share expiring on August 10, 2030.
MOBIX LABS director David J. Aldrich reported a stock award of 13,660 Class A common shares as compensation. These shares were granted on June 30, 2026 at no cost and arose from Restricted Stock Units that vested on July 1, 2026.
After this grant, Aldrich directly owned 66,353 shares of Class A common stock. He also held fully vested options over 13,341 shares with a $68.40 exercise price expiring April 4, 2032, and options over 2,000 shares with a $41.80 exercise price expiring August 10, 2030.