Final Prospectus for Resale of 2.5 Million Shares from Convertible Note, Signaling Significant Dilution

summarizeSummary

Mobix Labs filed a final prospectus for the resale of 2.5 million shares by a selling stockholder, representing significant dilution with no proceeds to the company, stemming from a convertible note with unfavorable terms.

check_boxKey Events

• Resale of Class A Common Stock

  A selling stockholder, Leviston Resources, LLC, may resell up to 2,500,000 shares of Class A Common Stock.

• Source of Shares

  The shares are issuable upon conversion of a $3.0 million senior secured convertible promissory note.

• Significant Potential Dilution

  The 2,500,000 shares represent approximately 23.94% of the outstanding Class A Common Stock as of April 16, 2026.

• No Proceeds to Company

  Mobix Labs will not receive any proceeds from the sale of these shares by the selling stockholder.

auto_awesomeAnalysis

This 424B3 filing serves as the final prospectus for the resale of 2.5 million shares of Class A Common Stock by a selling stockholder, Leviston Resources, LLC. These shares are issuable upon the conversion of a $3.0 million senior secured convertible promissory note. The offering is highly dilutive, representing approximately 23.94% of the company's outstanding Class A Common Stock. Critically, the company will not receive any proceeds from this sale, as it is a resale by an existing investor. The conversion terms of the promissory note are unfavorable, allowing conversion at the lesser of a fixed price or 85% of the lowest 8-day VWAP, which can lead to substantial dilution for existing shareholders. This event follows the S-1 registration filed on April 27, 2026, and occurs in the context of the company's previously disclosed 'going concern' warning and material weaknesses in internal controls, highlighting its urgent need for capital and the challenging terms it must accept.