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- Debt Default (new) — Any Event of Default automatically increases repayment obligations by 25%, adding $750K+ to the Company's debt burden.
Mobix Labs raises $2.55M via convertible note with variable pricing, 4-month maturity
Filed April 3, 2026 · Period ending March 31, 2026 · ~1 min read
Key Changes
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high
Company issued $3M face-value convertible note for $2.55M cash (15% discount), maturing July 31, 2026—just 4 months away. Must repay in cash or rely on holder converting to equity.
Item 1.01 verify on EDGAR → -
high
Conversion price is variable: lower of March 31 closing price OR 85% of lowest 8-day average before conversion. Holder controls timing, creating unpredictable dilution risk if stock declines.
Item 1.01 verify on EDGAR → -
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Note is senior secured (priority claim on assets), carries 10% annual interest, and includes 25% penalty if Company defaults on any covenant or obligation.
Item 1.01 verify on EDGAR → -
medium
Company must file registration statement within 14 days and have it effective within 30 days, enabling holder to freely resell converted shares—potential near-term selling pressure.
Item 1.01 verify on EDGAR →
Summary
Mobix Labs raised $2.55 million in emergency financing by issuing a $3 million convertible note to Leviston Resources, a deal structured heavily in the lender's favor. The 15% original issue discount and 10% interest rate signal capital raised under pressure. More concerning: the note matures in just four months (July 31, 2026), forcing the Company to either find in cash or depend on Leviston converting to equity.
The conversion terms create significant dilution risk. Leviston controls when to convert and receives shares at the lower of the March 31 closing price or 85% of the lowest 8-day trading average—meaning if the stock falls, dilution accelerates. The note is senior secured, giving Leviston first claim on Company assets, and includes a 25% penalty if the Company defaults on any covenant.
A required registration statement within 30 days could enable immediate selling pressure. Retail holders should watch: (1) whether the Company can repay in July without further dilutive financing, and (2) any conversion notices from Leviston, which would reveal actual dilution and potential selling pressure.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Company issued $3M convertible note to Leviston Resources for $2.55M, maturing July 2026 with 10% interest and variable conversion price.
Added in current filing · verify on EDGAR →
On March 31, 2026, Mobix Labs, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Leviston Resources, LLC, a Delaware limited liability company (“Leviston”). Pursuant to the Securities Purchase Agreement, Leviston purchased from the Company a senior secured convertible promissory note in the original principal amount of $3,000,000 (the “Convertible Note”) for a purchase price of $2,550,000.
The Company raised $2.55 million by issuing a $3 million face-value convertible note to Leviston Resources. The 15% discount ($450,000) between purchase price and principal amount represents an original issue discount, effectively increasing the cost of capital. This is a senior secured instrument, meaning Leviston has priority claims on Company assets.
Added in current filing · verify on EDGAR →
The Convertible Note includes customary affirmative and negative covenants, and bears interest at an annual rate of 10%, accruing from the original issue date of March 31, 2026. The Convertible Note matures on July 31, 2026, at which time the outstanding principal and accrued interest are due and payable in cash, unless earlier converted in accordance with its terms.
The note carries 10% annual interest and matures in just four months (July 31, 2026). The short maturity creates near-term repayment pressure unless Leviston converts to equity. The Company must either repay $3,000,000 in cash by July or rely on conversion.
Added in current filing · verify on EDGAR →
At any time prior to maturity, Leviston may convert all or a portion of the outstanding principal and accrued interest into shares of Company Class A Common Stock (the “Common Stock”) in the manner set forth in the Convertible Note. Subject to adjustment as set forth in the Convertible Note, the conversion price is the lesser of (A) the closing price on March 31, 2026 and (B) 85% of the lowest 8-day VWAP of the Common Stock immediately prior to and including the date of the conversion notice.
Leviston controls conversion timing and receives a variable conversion price at the lower of: (A) March 31, 2026 closing price, or (B) 85% of the lowest 8-day volume-weighted average price before conversion. This structure creates potential for significant dilution if the stock price declines, as Leviston can convert at a 15% discount to already-depressed prices. Shareholders face uncertainty about ultimate dilution.
Added in current filing · verify on EDGAR →
Following an Event of Default (as defined in the Convertible Note), all amounts owing by the Company to Leviston shall be increased to an amount equal to 125% of the then outstanding obligations.
Any Event of Default triggers an automatic 25% penalty on all outstanding amounts. This increases financial risk if the Company breaches covenants or fails to meet obligations under the note.
Event · Item 2.03 — Creation of a Direct Financial Obligation
MOBIX LABS disclosed creation of a direct financial obligation, with details cross-referenced to Item 1.01 (not provided in this excerpt).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed the creation of a direct financial obligation under Item 2.03, which typically covers new debt, credit facilities, or other borrowing arrangements. The specific terms and details are cross-referenced to Item 1.01 of the same 8-K filing, which is not included in the provided excerpt.
Event · Item 3.02 — Unregistered Sales of Equity Securities
MOBIX LABS disclosed unregistered sales of equity securities with details referenced in Item 1.01.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed unregistered sales of equity securities under Item 3.02. The specific details of these sales are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text. Unregistered equity sales typically involve private placements or other exempt offerings that do not require SEC registration.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify