Business Context and Reporting Period
Company: Mobix Labs, Inc. (MOBX)
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Reporting Period: Specific event date of June 22, 2026.
Business Context: The Company is an emerging growth company incorporated in Delaware, with principal executive offices in Irvine, California. It trades on the Nasdaq Capital Market under the symbols MOBX (Class A Common Stock) and MOBXW (Redeemable Warrants).
Key Financial Metrics
This filing reports a specific financing transaction rather than periodic financial performance. The filing text does not provide clear values for revenue, profit, cash flow, margins, or total liquidity.
- Debt Issuance: Senior secured convertible promissory note with an original principal amount of $2.8 million.
- Gross Proceeds: Approximately $2.3 million.
- Interest Rate: 10% per annum.
- Maturity Date: October 18, 2026.
- Conversion Terms: Convertible into Class A Common Stock at a price equal to the lesser of the closing price on June 22, 2026, or 85% of the lowest eight-day VWAP prior to conversion.
Material Changes
The primary material change is the creation of a direct financial obligation and the entry into a material definitive agreement with Leviston Resources, LLC ("Leviston").
- Debt Obligation: The Company incurred a new $2.8 million debt obligation due in approximately four months.
- Registration Rights: The Company entered into an amendment to its registration rights agreement with Leviston regarding shares issuable upon conversion.
- Equity Deregistration: Concurrently, the Company filed a post-effective amendment to its Form S-1 to deregister 950,000 shares (post-reverse stock split) previously registered for potential resale under an equity line of credit.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the terms of the note.
- Contingencies: Conversion of the note into equity is subject to stockholder approval and the specific terms of the note.
- Unusual Items: The transaction was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
- Short-Term Liquidity: The note matures on October 18, 2026, creating a near-term repayment obligation unless converted.
Investor Verification Checklist
- Verify the exact closing price of MOBX on June 22, 2026, to determine the initial conversion price floor.
- Confirm the status of stockholder approval required for the conversion of the note.
- Review the full text of the Amended and Restated Senior Secured Convertible Promissory Note (Exhibit 4.1) for covenants and default provisions.
- Assess the impact of the $2.3 million gross proceeds on the Company's current cash position and runway.
- Monitor the deregistration of 950,000 shares and its effect on the Company's available equity line of credit capacity.