{"url_path":"/sec/mobx/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-024661-index.html","accession_number":"0001493152-26-024661","cik":"0001855467","ticker":"MOBX","issuer_name":"MOBIX LABS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-024661-index.html","primary_entity_key":"0001855467","primary_entity_name":"MOBIX LABS, INC"},"word_count":735,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\nOn\nMarch 13, 2026, we issued an aggregate of 206,876 shares of Class A Common Stock to three of our creditors in exchange for satisfaction\nof the Company’s debt owed to such creditors in the aggregate amount of $3,000.\n\n \n\nBetween\nFebruary 23, 2026 and March 16, 2026, we entered into two securities purchase agreements providing for the issuance of convertible notes.\nThe agreements were entered into on February 23, 2026 and March 16, 2026, respectively, and provided for bridge promissory notes with\nan aggregate principal amount of $554, aggregate original issue discount of $72, aggregate purchase price of $482,\nand one-time interest charges of 12%. These bridge notes mature on December 30, 2026 and January 15, 2027, respectively, and require\naggregate scheduled payments of $621. The promissory notes are convertible into shares of our Class A Common Stock at the election\nof the holder at a conversion price equal to 75% multiplied by the lowest trading price of the Class A Common Stock during the 10 trading\ndays prior to the conversion date.\n\n \n\nNo underwriting discounts and\ncommissions were paid with respect to the foregoing transactions. We believe the sales and issuances of the above securities were exempt\nfrom registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because\nthe issuance of securities to the recipients did not involve a public offering.\n\n \n\nOn\nMarch 31, 2026, we entered into the Securities Purchase Agreement with Leviston, pursuant to which we issued the Promissory Note.\nThe $3,000 principal amount of the Promissory Note will be payable with interest on July 31, 2026. We intend to use the net\nproceeds from the sale of the Promissory Note for working capital and general corporate purposes. The Promissory Note bears an\ninterest rate of 10% per annum. The Promissory Note is convertible into shares of our Class A Common Stock at the election of\nLeviston at a Conversion Price that is the lesser of (i) the closing price on March 31, 2026, which was $3.34 and (ii) 85% of the\nlowest 8-day VWAP immediately prior to and including the date of the notice of conversion. On May 13, 2026, we entered into the\nAmendment to increase the principal amount under the Promissory Note from $3,000 to $4,000 in exchange for an additional\ncash advance of $833. The issuance of the Promissory Note was effected in reliance upon exemptions from registration under the Securities\nAct, including Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.\n\n \n\nOn\nMay 13, 2026, we entered into the Investor Rights Agreement that grants Leviston the right, but not the obligation, to acquire, over\na seven-month period, additional secured convertible notes of up to $4,000 in aggregate principal amount on terms\nsubstantially similar to the Promissory Note and secured on a *pari passu* basis.\n\n \n\nBetween May 12,\n2026 and May 18, 2026, Leviston converted the entire $4,000 of outstanding principal under the Promissory Note, as\namended, together with all accrued interest thereon, into an aggregate of 2,500,000 shares of Class A Common Stock, satisfying the\nPromissory Note in full. The issuance of the shares of Class A Common Stock was exempt from registration under Section 3(a)(9) of\nthe Securities Act. Any shares issuable pursuant to the Investor Rights Agreement upon conversion of additional secured convertible\nnotes will be effected in reliance upon Section 3(a)(9) of the Securities Act. \n\n \n\nOn May 19, 2026, we entered into\nthe Kips Purchase Agreement, pursuant to which we agreed to sell to Kips (i) 2,000 Preferred Shares for aggregate gross proceeds of $2,400\nand (ii) a Warrant to purchase up to an additional 6,000 Preferred Shares at an exercise price of $1,000 per share. The Preferred Shares\nare convertible into shares of Class A Common Stock at a conversion price equal to 82% of the lowest 8-day VWAP of the Class A Common\nStock, immediately prior to and including the conversion date, subject to adjustments provided in the COD, including for stock dividends,\nstock splits, subsequent equity sales and similar events. The Warrant is exercisable beginning May 19, 2026 and expires no later than\ntwelve months thereafter.\n\n \n\nThe issuance of the Preferred\nShares and the Warrant was effected in reliance upon exemptions from registration under the Securities Act, including Section 4(a)(2)\nthereof and Rule 506(b) of Regulation D thereunder.\n\n \n\n35"}