MOBX

Business Context and Reporting Period

Company: Mobix Labs, Inc. (MOBX)
Filing Type: Form 8-K (Current Report)
Date of Report: August 24, 2026 (Earliest event reported)
Reporting Period: Events occurring on August 24, 2026, and August 28, 2026.
Context: The filing discloses the entry into material definitive agreements involving debt and equity financing, the unregistered sale of equity securities, and a material modification to the rights of security holders regarding the company's capital structure.

Key Financial Metrics and Capital Structure Changes

Debt Financing (Leviston Resources, LLC):

• Instrument: Senior Secured Convertible Promissory Note.
• Principal Amount: $1,200,000.
• Purchase Price: $1,000,000 (issued at a discount).
• Interest Rate: 10% per annum, accruing from August 28, 2026.
• Maturity Date: December 25, 2026.
• Default Penalty: Obligations increase to 125% of outstanding amounts upon an Event of Default.
• Conversion: Convertible into Class A Common Stock at the lesser of the closing price on August 28, 2026, or 85% of the lowest 8-day VWAP prior to conversion.

• Preferred Stock: Issued 1,000 shares of Series A 10% Convertible Preferred Stock for $1,000 aggregate gross proceeds.
• Warrant: Issued a warrant to purchase up to 6,000 additional shares of Series A Preferred Stock at $1,000 per share. Exercisable immediately, expiring within 12 months.
• Extension Shares: Issued 834,782 shares of Class A Common Stock as consideration for the amendment and extensions provided by Kips.

The filing does not provide specific cash flow statements, total liquidity, or working capital figures. Proceeds from the Leviston transaction were $1,000,000, and proceeds from the Kips Preferred Stock sale were $1,000.

Material Changes Versus Prior Period

Capital Structure Modification (Item 3.03):

• Class B Conversion: On August 24, 2026, all outstanding Class B Common Stock was converted to Class A Common Stock.
• Voting Rights: The dual-class structure was eliminated. Class B shares previously carried 10 votes per share; all outstanding shares are now Class A with one vote per share.
• Protective Provisions: Separate class approval rights and the right of Class B holders to elect three specific directors were terminated.

• Departures: The terms of three Class B Directors (Frederick Goerner, Keyvan Samini, James Peterson) terminated automatically upon the conversion of Class B stock.
• Re-election: The Board increased the authorized number of directors from five to eight and re-appointed Goerner, Samini, and Peterson as Class I, II, and III directors, respectively, elected by the general stockholder body.
• Leadership: James Peterson was appointed Executive Chairman of the Board.

Guidance, Outlook, Risks, and Contingencies

Stockholder Approval Contingency:

The conversion of the Convertible Note (Leviston) and the Series A Preferred Stock (Kips) into Class A Common Stock is conditioned upon receipt of stockholder approval. The company may not issue shares upon conversion if such issuance would require prior stockholder approval under Nasdaq rules.

The Company has agreed to register the resale of shares issuable upon conversion of the Leviston Note and the Kips Preferred Shares (including those from the Warrant) pursuant to amended registration rights agreements.

• Default Risk: The Leviston Note carries a 125% penalty on obligations in the event of default.
• Dilution: The issuance of 834,782 Extension Shares and the potential conversion of debt and preferred stock may result in significant dilution to existing shareholders.
• Short Maturity: The Leviston Note matures in approximately four months (December 25, 2026), creating a near-term liquidity obligation unless converted.

Investor Verification Checklist

• Stockholder Approval Status: Verify if the required stockholder approval for the conversion of the Leviston Note and Kips Preferred Stock has been obtained or scheduled.
• Share Count Impact: Confirm the exact number of shares outstanding post-conversion of Class B stock and the issuance of Extension Shares to assess dilution.
• Liquidity Position: Review the most recent 10-Q or 10-K to determine if the $1,000,000 proceeds from Leviston are sufficient to cover the $1,200,000 principal plus accrued interest due in December 2026.
• Board Independence: Confirm the independence status of the re-appointed directors (Goerner, Samini, Peterson) under Nasdaq listing standards following their transition from Class B to general election.
• Warrant Exercise Terms: Review the specific terms of the Kips Warrant to understand the potential future issuance of 6,000 Preferred Shares.