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Get filing alertsMobix Labs converts $4M debt to 2.5M shares, grants investor option for $4M more financing
Filed May 19, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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high
Company increased convertible note from $3M to $4M, received $833K cash, then converted entire $4M principal plus interest into 2.5M common shares (avg ~$1.60/share) which were immediately resold by investor.
Item 3.02 verify on EDGAR → -
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Granted Leviston Resources option to purchase up to additional $4M in convertible notes over 7 months on similar terms, potentially doubling total dilutive financing to $8M.
Item 1.01 verify on EDGAR → -
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Debt conversion terminated original note and related agreements dated March 31, 2026, eliminating $4M debt obligation but diluting existing shareholders by 2.5M shares.
Item 1.02 verify on EDGAR → -
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All converted shares were resold by investor using company's effective S-1 registration statement, meaning new shares hit the market immediately.
Item 3.02 verify on EDGAR →
Summary
Mobix Labs eliminated $4 million in debt by converting it to equity, but at a steep cost to existing shareholders. The company first increased its March 2026 convertible note with Leviston Resources from $3 million to $4 million, receiving $833,000 in additional cash.
Within days, Leviston converted the entire $4 million principal plus accrued interest into 2.5 million shares of common stock at roughly $1.60 per share, then immediately resold all shares into the market using the company's registration statement. While the debt is now gone, shareholders face significant dilution from 2.5 million new shares hitting the market.
More concerning, the company granted Leviston an option to provide up to another $4 million in similar convertible financing over the next seven months. If exercised, this could double the dilutive impact. Retail investors should monitor the company's cash position and watch for additional conversion notices. The quick debt-to-equity-to-sale cycle suggests Mobix may be using this as ongoing dilutive financing rather than traditional debt, putting continued downward pressure on the stock price.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
All $4 million of principal under the Original Note has since been satisfied in full through conversion into shares of the Company’s Class A Common Stock (the “Common Stock”), all of which have been resold by Leviston pursuant to the Company’s effective Registration Statement on Form S-1
The entire $4 million principal amount of the convertible note has already been converted into Class A Common Stock and resold by Leviston using the company's effective S-1 registration statement. This means the debt has been extinguished but resulted in dilution to existing shareholders through the issuance and subsequent sale of new shares.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Company converted $4M debt principal plus accrued interest into common stock, terminating note and related agreements with Leviston.
Added in current filing · verify on EDGAR →
On May 18, 2026, the Company satisfied in full the entire $4 million of outstanding principal under the Original Note, together with all accrued interest thereon, through the conversion of such amounts into shares of Common Stock. Upon such full satisfaction, the Original Note, the Securities Purchase Agreement, dated March 31, 2026, between the Company and Leviston (as amended by the First Amendment), and the Registration Rights Agreement, dated March 31, 2026, between the Company and Leviston, terminated in accordance with their terms.
The company eliminated $4 million in debt by converting the outstanding principal and accrued interest into shares of common stock. This conversion triggered the termination of the original note agreement, the securities purchase agreement, and the registration rights agreement with Leviston, all dated March 31, 2026.
Event · Item 2.03 — Creation of a Direct Financial Obligation
MOBIX LABS disclosed creation of a direct financial obligation, with details incorporated by reference from Item 1.01.
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, meaning MOBIX LABS has entered into a new debt arrangement, credit facility, or similar financing commitment. The specific terms and details are referenced in Item 1.01 of this same 8-K filing, which was not provided in the input text.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Any shares issuable pursuant to the Investor Rights Agreement upon conversion of additional secured convertible notes will be effected in reliance upon Section 3(a) (9) of the Securities Act.
The company disclosed that future conversions of additional secured convertible notes under the Investor Rights Agreement will also use the Section 3(a)(9) exemption. This suggests there may be additional convertible debt outstanding that could result in further equity issuance and dilution.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The issuance of the Shares was exempt from registration under Section 3(a) (9) of the Securities Act of 1933, as amended (the “Securities Act”).
The company issued the 2.5 million shares without SEC registration, relying on the Section 3(a)(9) exemption which applies to securities exchanges with existing security holders. This is a standard exemption for debt-to-equity conversions with existing creditors.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 25, 2026 · How we verify