Business Context and Reporting Period
Company: Mobix Labs, Inc. (MOBX)
Filing Type: Form 8-K (Current Report)
Report Date: May 13, 2026 (Earliest event reported)
Reporting Period: Events occurring between May 12, 2026, and May 18, 2026.
Context: The Company is an emerging growth company incorporated in Delaware. This filing details the amendment, conversion, and termination of a senior secured convertible note agreement with Leviston Resources, LLC.
Key Financial Metrics and Transactions
- Debt Principal: Increased from $3.0 million to $4.0 million via a First Amendment on May 13, 2026.
- Cash Inflow: Received an additional cash advance of $833,333 associated with the debt increase.
- Debt Conversion: The entire $4.0 million principal plus accrued interest was converted into equity between May 12 and May 18, 2026.
- Equity Issuance: 2,500,000 shares of Class A Common Stock were issued upon conversion.
- Future Commitments: Leviston holds the right to acquire up to an additional $4.0 million in secured convertible notes over a seven-month period.
- Liquidity/Profit: The filing text does not provide specific values for revenue, net income, operating cash flow, or overall liquidity positions.
Material Changes
The primary material change is the restructuring and immediate extinguishment of a specific debt instrument:
- Amendment: On May 13, 2026, the principal amount of the Original Note was increased by $1.0 million.
- Termination: On May 18, 2026, the Original Note, the associated Securities Purchase Agreement, and the Registration Rights Agreement were terminated in full following the conversion of the debt to equity.
- Ownership Status: Leviston did not beneficially own in excess of 4.99% of the outstanding Class A Common Stock at any time during these transactions.
Outlook, Risks, and Management Commentary
- Future Financing: The Company has secured an option for Leviston to provide up to $4.0 million in additional funding under terms substantially similar to the Original Note.
- Regulatory Compliance: The issuance of shares was exempt from registration under Section 3(a)(9) of the Securities Act of 1933. Future issuances under the Investor Rights Agreement will rely on the same exemption.
- Risks/Contingencies: The filing does not explicitly list new risks or contingencies beyond the standard terms of the convertible note agreements. The full text of the agreements is referenced as exhibits to the upcoming Form 10-Q.
Investor Verification Checklist
- Verify the exact conversion price per share implied by the $4.0 million principal plus accrued interest converting into 2,500,000 shares.
- Review the upcoming Form 10-Q for the quarter ended March 31, 2026, to access the full text of the First Amendment and Investor Rights Agreement.
- Confirm the impact of the 2,500,000 new shares on total outstanding share count and potential dilution.
- Monitor whether Leviston exercises the option to acquire the additional $4.0 million in notes within the seven-month window.