$1,200,000 is the face value of the senior secured convertible promissory note Mobix Labs, Inc. (Nasdaq: MOBX) issued to Leviston Resources, LLC on August 28, 2026, for proceeds of $1,000,000. The $200,000 spread is the original-issue discount. The note carries a 10% annual coupon accruing from the issue date and matures December 25, 2026, when all outstanding principal and accrued interest become due in cash unless previously converted.
Conversion mechanics and default terms
Leviston may convert all or a portion of the outstanding principal and accrued interest into Mobix Labs Class A Common Stock at any time before maturity. The conversion price is the lesser of two values: the August 28, 2026 closing price, and 85% of the lowest 8-day volume-weighted average price of the stock immediately prior to and including the conversion notice date. An Event of Default raises all outstanding obligations to 125% of their then-current amount. Conversion of the note is conditioned on receipt of prior stockholder approval, per the filing.
The Leviston note is the product of a third amendment to a securities purchase agreement first entered on March 31, 2026. An investor rights agreement and a registration rights agreement, the latter itself amended before this closing, govern resale registration of shares issuable on conversion.
Kips Bay concurrent tranche
On the same date, Mobix Labs also closed a second amendment to its arrangement with Kips Bay Select, LP. The company agreed to sell Kips Bay 1,000 shares of Series A 10% Convertible Preferred Stock for aggregate gross proceeds of $1,000, plus a warrant to purchase up to 6,000 additional shares of the same series at $1,000 per share. The warrant is exercisable beginning August 28, 2026 and expires no later than twelve months after that date. Mobix Labs separately issued 834,782 shares of Class A Common Stock to Kips Bay as extension shares, consideration for the amendment and the accommodations it provided. Conversion of the preferred shares into Class A Common Stock is conditioned on stockholder approval, and Nasdaq rules cap issuance absent that approval. The amended Kips registration rights agreement covers resale registration of shares issuable on conversion, including those underlying the warrant. All securities in both transactions were placed under the Section 4(a)(2) and Rule 506(b) exemptions.