8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2025

MOBIX

LABS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (949) 808-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.02. Unregistered Sales of Equity Securities.

On August 13 and August 15, 2025, Mobix Labs, Inc. (the “Company”) completed a series of financing transactions that enhance the Company’s working capital position and provide additional financial flexibility.

LendsparkFinancing

The Company entered into a Securities Purchase Agreement with Lendspark Corporation, pursuant to which it issued a secured promissory note (the “Note”) in the principal amount of $550,000. The Note bears a fixed annual interest rate and matures 12 months from issuance. As part of the financing, the Company issued 150,000 shares of Class A common stock (“Class A Common Stock”) as commitment shares, granted customary registration rights, and provided a first-priority security interest in substantially all assets of the Company and its subsidiaries, subject to permitted liens. The Note is convertible upon default at the option of Lendspark, into up to 2,500,000 shares of the Company’s Class A Common Stock at a fixed conversion price of $0.70 per share. In addition, the Note contains “make-whole” provisions that require the Company to issue a limited number of additional shares or make cash payments under certain circumstances.

MaximFinancing

The Company also entered into a Business Loan and Security Agreement with Maximcash Solutions LLC (“Maxim”), pursuant to which the Company received $600,000 of loan proceeds secured by all assets of the Company. In connection with this financing, the Company issued 93,750 shares of Class A Common Stock as commitment shares and pledged 1,500,000 shares of Class A Common Stock as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

AccreditedInvestor Equity Investment

On August 15, 2025, the Company entered into a Stock Purchase Agreement with an accredited investor for the sale of 1,052,725 shares of Class A Common Stock at a price of $0.95 per share, resulting in gross proceeds of approximately $1.0 million. The investor also received a warrant to purchase 500,045 shares of Class A common stock at $0.96 per share, exercisable for three years.

Exemption

The securities described above were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.