{"url_path":"/sec/mobx/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information**","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":549,"has_tables":true,"body_markdown":"**Item\n5. Other Information**\n\n \n\nOn May 19, 2026, we\nentered into the Kips Purchase Agreement, pursuant to which we agreed to sell to Kips (i) 2,000 Preferred Shares for aggregate gross\nproceeds of $2,400, and (ii) a Warrant to purchase up to an additional 6,000 Preferred Shares at an exercise price of $1,000 per\nshare. The COD provides that 10,000,000 shares have been designated as Preferred Shares with a stated value equal to $1,200, subject\nto increase as set forth in the COD.\n\n \n\nThe Preferred\nShares accrue dividends at a rate of ten percent per annum, payable in cash or, at our option, in Preferred Shares. The COD includes affirmative\nand negative covenants. The Preferred Shares are convertible into shares of Class A Common Stock at a conversion price equal to 82% of\nthe lowest 8-day VWAP of the Class A Common Stock, immediately prior to and including the conversion date, subject to adjustments provided\nin the COD, including for stock dividends, stock splits, subsequent equity sales and similar events. At any time commencing 30 days after\nthe issuance date, and subject to the satisfaction of certain Equity Conditions, as defined in the COD, we may redeem some or all of the\noutstanding Preferred Shares for an amount equal to the Optional Redemption Amount, as defined in the COD and we are required to redeem\nthe Preferred Stock upon a Triggering Event, as defined in the COD.\n\n \n\nPursuant to the Registration Rights Agreement, we have agreed to register the resale of the shares of Class A Common\nStock issuable upon conversion of the Preferred Shares, including the Preferred Shares issuable upon exercise of the Warrant.\n\n \n\nThe Warrant is exercisable beginning\nMay 19, 2026 and expires no later than twelve months thereafter.\n\n \n\nPursuant to the terms of the\nKips Purchase Agreement, we may not issue shares of Class A Common Stock pursuant upon conversion of the Preferred Shares to the extent\nsuch issuance would require prior stockholder approval under Nasdaq rules.\n\n \n\nThe securities described above\nare being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b)\nof Regulation D promulgated thereunder.\n\n \n\nThe COD was filed with the Secretary\nof State of the State of Delaware on May 19, 2026, which became effective upon filing. The COD was adopted by our Board of Directors without\na vote of our stockholders pursuant to the authority granted to the Board of Directors under our certificate of incorporation, which authorizes\nus to issue up to 10,000,000 shares of preferred stock, and Section 151 of the Delaware General Corporation Law.\n\n \n\nThe foregoing description is\nnot complete and is qualified in its entirety by reference to the full text of the Warrant, the COD, the Kips Purchase Agreement, and\nthe Registration Rights Agreement, copies of which are filed as Exhibits 4.3**,**4.4, 10.4, and 10.5, respectively, to this Quarterly\nReport on Form 10-Q.\n\n \n\nWe have determined not to\npursue a potential acquisition of Peraso Inc.\n\n \n\n**10b5-1 Trading Plans**\n\n \n\nDuring the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.\n\n \n\n36"}