Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 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 amount of $3,000,000 (the "Convertible Note") for a purchase price of $2,550,000.

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. 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. 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.

Pursuant to a registration rights agreement (the "Registration Rights Agreement") entered into on March 31, 2026 between the Company and Leviston, the Company will use reasonable efforts to prepare and file no later than 14 days following March 31, 2026 and cause to be declared effective pursuant to the Securities Act of 1933, as amended (the "Securities Act"), no later than 30 days following March 31, 2026, a Registration Statement to provide for resales of the shares of Common Stock issuable upon conversion of the Convertible Note.

The issuance of the Convertible Note was, and the issuance of the Common Stock underlying the Convertible Note will be, effected in reliance upon exemptions from registration under the Securities Act, including Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

The foregoing description of the Securities Purchase Agreement, Convertible Note and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of Convertible Note and the Registration Rights Agreement, copies of which will be filed as exhibits to the Company's next Quarterly Report on Form 10-Q.

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.

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.