Regulation FD Disclosure. On August 31, 2026, Mobix Labs, Inc. issued a press release discussing its recent acquisition of Vision Aerial, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Material Modification to Rights of Security Holders On August 24, 2026, all outstanding shares of Class B Common Stock were converted to shares of Class A Common Stock following the delivery of conversion notices by all holders of the outstanding Class B Common Stock (the “Conversion”). Upon effectiveness of the Conversion, no shares of Class B Common Stock remained outstanding, and all shares of Class B Common Stock that were converted were retired and cancelled in accordance with the Certif…

The provided text is only the standard 8-K Item 5.02 header and does not contain specific details about a person, role, or action to classify.

Creation of a Direct Financial Obligation. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. On August 28, 2026, Mobix Labs, Inc. (the “Company”) issued to Leviston Resources, LLC (“Leviston”) a senior secured convertible promissory note in the original principal amount of $1,200,000 (the “Convertible Note”) for a purchase price of $1,000,000, and has been issued pursuant to an investor rights agreement dated August 28, 2026 by and between the Company and Leviston (the “Leviston Investor Rights Agreement”). In connection with the issuance o…

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-look…

by reference. The securities comprising the stock consideration to be issued in connection with the Mergers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be sig…

Entry into a Material Definitive Agreement. On July 24, 2026, Mobix Labs, Inc. (the “Company”) executed an Agreement and Plan of Merger (the “Merger Agreement”) with Mobix Merger Sub X, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub X”), Mobix Merger Sub XI, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub XI”), Vision Aerial, Inc., a Delaware corporation (“Vision Aerial”), and the shareholder representativ…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation. The information set forth under

Entry into a Material Definitive Agreement. On June 22, 2026, the Company issued to Leviston Resources, LLC (“Leviston”) a senior secured convertible promissory note in the original principal amount of $2.8 million, for gross proceeds to the Company of approximately $2.3 million. The note bears interest at 10% per annum, matures on October 18, 2026. Subject to stockholder approval and the terms of the note, Leviston may convert outstanding principal and accrued interest into shares of the Com…

Other Events. Business Update Mobix Labs, Inc. (the “Company”) is providing the following business update regarding certain previously disclosed and anticipated corporate matters. Vision Aerial Letter of Intent and Ongoing Negotiations As previously announced, the Company has entered into a non-binding letter of intent with Vision Aerial, Inc. (“Vision Aerial”) regarding a potential acquisition of Vision Aerial by the Company. The Company is currently engaged in active negotiations with Visio…

Creation of a Direct Financial Obligation. The information set forth under

Entry into a Material Definitive Agreement. First Amendment to Securities Purchase Agreement and Convertible Note and Investor Rights Agreement On May 13, 2026, Mobix Labs, Inc. (the “Company”) entered into a first amendment to the securities purchase agreement and senior secured convertible promissory note (the “First Amendment”), with Leviston Resources, LLC (“Leviston”), amending the senior secured convertible note originally issued on March 31, 2026 (the “Original Note”) to increase the p…

Unregistered Sales of Equity Securities The information set forth under Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference. Between May 12, 2026 and May 18, 2026, Leviston converted the entire $4 million of outstanding principal under the Original Note, as amended, together with all accrued interest thereon, into an aggregate of 2,500,000 shares of Common Stock (the “Shares”), satisfying the Original Note in full. The issuance of the Shares was exempt f…

Termination of a Material Definitive Agreement. 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, date…

Material Modification to Rights of Security Holders. On April 2, 2026, Mobix Labs, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which became effective at 4:00 p.m. Eastern Time on April 6, 2026, and implemented a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding s…

Creation of a Direct Financial Obligation. The information set forth under

Entry into a Material Definitive Agreement. Securities Purchase Agreement, Convertible Note and Registration Rights Agreement 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 a…

Unregistered Sales of Equity Securities The information set forth under

Entry into a Material Definitive Agreement. On January 6, 2026, Mobix Labs, Inc., a Delaware corporation (the “ Company ”) entered into certain securities purchase agreements (the “ Purchase Agreements ”) with the investors listed on the signature pages thereto, relating to a public offering of 30,000,000 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.00001 per share (the “ Common Stock ”), at a price to the public of $0.20 per share (the “ Offering ”). In connect…

Results of Operations and Financial Condition. On December 1, 2025, Mobix Labs, Inc. issued a press release announcing its financial results for its fiscal year September 30, 2025. A copy of the press release is furnished as Exhibit 99.1. The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported on May 2, 2025, the Company received a written notice on April 28, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid-price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid-Price Requireme…

of this Current Report on Form 8-K, on October 24, 2025, the Company entered into amendments to certain outstanding warrants held by Armistice Capital Master Fund Ltd. (“Armistice”). The warrants had previously been classified as liabilities on the Company’s balance sheet in the amount of approximately $6.3 million. The amendments modified certain terms so that, under applicable accounting guidance, the warrants are classified as equity rather than liabilities. As a result, this amount is now…