S-1: Mobix Labs Secures $3M Note Amidst Going Concern Warning

Mobix Labs, Inc. has obtained a $3 million senior secured convertible note from Leviston Resources, LLC, while simultaneously disclosing substantial doubt about its ability to continue as a going concern.

Summary

• Mobix Labs issued a $3,000,000 Senior Secured Convertible Note to Leviston Resources, LLC, with a purchase price of $2,500,000, reflecting a $500,000 original issue discount.
• The note bears a 10% annual interest rate, payable monthly in cash or upon conversion, and matures on July 31, 2026.
• The conversion price is the lesser of (i) the closing price on March 31, 2026 ($3.34) and (ii) 85% of the lowest 8-day VWAP prior to and including the conversion notice date.
• If the market price is lower than the conversion price, the outstanding principal amount of the note will be automatically increased.
• Conversion is subject to beneficial ownership limitations (4.99% or 9.99% with notice) and an Exchange Cap of 19.99% of outstanding common stock without stockholder approval.
• If the Exchange Cap or Authorized Shares limitation is reached, the holder receives 120% of remaining amounts in cash within 10 calendar days.
• The note is a Senior Secured obligation, ranking senior to existing and future indebtedness.
• Events of Default trigger a 125% default premium on outstanding obligations and an 18% default interest rate.
• The company reported a net loss of $10,125 thousand for the three months ended December 31, 2025, and $46,131 thousand for the year ended September 30, 2025.
• An accumulated deficit of $160,713 thousand was reported as of December 31, 2025.
• Management has expressed substantial doubt about the company's ability to continue as a going concern due to inadequate liquidity.
• Net cash used in operating activities was $4,765 thousand for the three months ended December 31, 2025.
• A 1-for-10 reverse stock split became effective on April 6, 2026, and the company regained compliance with Nasdaq's Minimum Bid Price Requirement as of April 21, 2026.
• The company completed a public offering on January 6, 2026, raising approximately $5.1 million in net proceeds.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing negatively due to significant ongoing operating losses, substantial doubt about the company's ability to continue as a going concern, and a notable decrease in revenue and gross profit in the most recent quarter, despite recent financing efforts.

Positives

• Secured $3 million in financing through a Senior Secured Convertible Note from Leviston Resources, LLC.
• Successfully completed a public offering in January 2026, raising approximately $5.1 million in net proceeds.
• Reduced operating losses for the three months ended December 31, 2025, to $8.8 million from $14.6 million in the prior year period.
• Reduced selling, general and administrative expenses by 43% ($6.7 million) for the three months ended December 31, 2025, primarily due to lower stock-based compensation and cost management efforts.
• Reduced research and development expenses by 28% ($169 thousand) for the three months ended December 31, 2025, reflecting cost management efforts.
• Regained compliance with Nasdaq's Minimum Bid Price Requirement as of April 21, 2026, following a 1-for-10 reverse stock split.
• Regained compliance with Nasdaq's Market Value of Listed Securities (MVLS) Requirement.
• Strategic acquisitions of EMI Solutions and RaGE Systems in fiscal year 2024 expanded product offerings and customer base in defense, military, aerospace, and medical sectors.
• Possesses an extensive intellectual property portfolio comprised of patents and trade secrets.
• Leadership team is comprised of industry veterans with significant experience in the semiconductor and connectivity sectors.
• Operates with a diversified business model serving both commercial and government markets across various industries.

Negatives

• Incurred a net loss of $10,125 thousand for the three months ended December 31, 2025, and $46,131 thousand for the year ended September 30, 2025.
• Reported an accumulated deficit of $160,713 thousand as of December 31, 2025.
• Management has expressed substantial doubt about the company's ability to continue as a going concern due to inadequate liquidity to meet operating needs for at least the next twelve months.
• Net cash used in operating activities increased significantly to $4,765 thousand for the three months ended December 31, 2025, from $930 thousand in the prior year period.
• Total net revenue decreased by 41% ($1,294 thousand) for the three months ended December 31, 2025, compared to the prior year, driven by decreases in both product and services revenue.
• Gross profit decreased by 66% ($1,106 thousand) for the three months ended December 31, 2025, compared to the prior year.
• Interest expense increased by 554% ($1,169 thousand) for the three months ended December 31, 2025, due to higher outstanding borrowings and interest rates.
• Relies on a single customer (Leidos Holdings, Inc.) for approximately 50% of its net revenues for the year ended September 30, 2025, posing a significant concentration risk.
• Identified material weaknesses in internal control over financial reporting, including insufficient accounting personnel, ineffective risk assessment, and lack of formal accounting policies and IT general controls.
• The convertible note includes an original issue discount of $500,000, meaning the company received $2.5 million for a $3 million principal amount.
• The note's conversion price adjustment mechanism (if market price is lower than conversion price, principal increases) can be highly dilutive.
• The company has outstanding debt of $4,200 thousand in notes payable and $2,065 thousand in related-party promissory notes as of December 31, 2025, with some notes past maturity.
• Deferred purchase consideration of $2,323 thousand related to acquisitions is currently due.
• An unpaid commitment fee of $1,478 thousand for a committed equity facility is currently due.
• An earnout arrangement related to a business acquisition has $2,000 thousand currently payable.
• The market price of the company's securities has been and may continue to be volatile.
• The reverse stock split may reduce liquidity and result in higher transaction costs, with no assurance of a sustained increase in stock price.
• The dual-class stock structure concentrates voting control with Class B Common Stock holders (management/directors), limiting influence for Class A holders.
• Management has limited experience operating a public company.
• The company does not anticipate paying cash dividends on its Class A Common Stock in the foreseeable future.

Risks

• The company is an early-stage company, making it difficult to evaluate future prospects and challenges.
• There is substantial doubt about the company's ability to continue as a going concern due to inadequate liquidity and persistent operating losses.
• The company will need to raise additional capital in the future, which may not be available on acceptable terms and could substantially dilute existing stockholders.
• Failure to successfully acquire or integrate new businesses, products, and technology could harm the business.
• The company's revenue may be adversely affected if its customers are unable to achieve widespread market acceptance of their products that incorporate Mobix Labs' products.
• Products generally require a lengthy qualification process with customers, which does not assure product sales.
• Markets for mmWave wireless semiconductor products are still developing and may not grow at the expected speed and scale.
• Inability to execute growth strategies effectively could materially and adversely affect the business.
• The markets for semiconductor products and solutions are highly competitive, with some market participants having substantially greater resources.
• The interconnect products market is also highly competitive and fragmented.
• Future success depends on the ability to successfully introduce new products and solutions that meet customer needs.
• Consolidation or vertical integration of customers may adversely affect financial results.
• A substantial portion of revenues is generated from one customer (Leidos Holdings, Inc.), and the loss of this customer could have a material adverse effect.
• The company generally does not obtain long-term purchase commitments, and some customer orders may be unilaterally canceled.
• Defects in products or poor design and engineering solutions could result in lost sales and substantial liability, including product recalls and product liability claims.
• Dependence on third-party offshore suppliers for components and materials exposes the company to supply chain disruptions, price volatility, and compliance issues.
• Inflation and unfavorable global economic conditions could adversely affect the business, financial condition, or results of operations.
• Failure to manage expected growth in the scale and complexity of operations could negatively impact performance.
• Failure to comply with applicable laws and regulations (e.g., export control, import, environmental, privacy, data protection, anti-corruption) could have a material adverse effect.
• Changes to trade policy, tariffs, and import/export regulations may materially adversely affect the business.
• The company's future success depends on its ability to retain key employees and attract qualified personnel.
• Identified material weaknesses in internal control over financial reporting could affect accurate and timely financial reporting and share price.
• Security breaches involving IT systems, intellectual property, or confidential information could harm the business.
• Intellectual property litigation and administrative proceedings could cause substantial resource expenditure and distract personnel.
• Intellectual property applications may not be issued or granted, or may take longer than expected.
• Failure to protect intellectual property could adversely affect the business.
• Inability to maintain compliance with Nasdaq's continued listing standards could lead to delisting.
• The Reverse Stock Split may not lead to a sustained increase in stock price, could reduce liquidity, and result in higher transaction costs.
• The market price of the company's securities may be volatile.
• Lack of equity research analyst coverage could reduce demand for the stock.
• Subject to changing laws and regulations regarding corporate governance and public disclosure, increasing costs and non-compliance risk.
• The dual-class structure of Common Stock concentrates voting control with Class B holders, limiting Class A holders' ability to influence corporate matters.
• Management has limited experience in operating a public company.
• The company may become subject to securities or class action litigation.
• Stockholders are anticipated to experience dilution in the future.
• The company does not anticipate paying any cash dividends on its Class A Common Stock in the foreseeable future.
• Future sales of Class A Common Stock may cause the market price to drop significantly.
• The company may redeem unexpired Public Warrants prior to their exercise at a disadvantageous time, rendering them worthless.
• The terms of the Public Warrants may be amended in a manner adverse to warrant holders without their individual approval.
• Exclusive forum provisions in the Charter and Bylaws may limit stockholders' ability to bring claims in a judicial forum they find favorable.
• Delaware law and provisions in the Charter and Bylaws could make a takeover proposal more difficult.

Future Outlook

Mobix Labs expects to continue incurring operating losses and negative cash flows from operations for the foreseeable future due to ongoing investment in product development and other operating expenses. The company will need to raise additional debt or equity financing to fund its operations and satisfy obligations. It anticipates no longer being an emerging growth company effective September 30, 2026. The company intends to pursue acquisitions of companies with existing revenue and complementary technologies, aiming to scale revenue growth by serving large and rapidly growing markets. It is actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical, and HiRel products and expects to outsource wafer fabrication for mmWave wireless IC products. The offer to acquire Peraso, Inc. is subject to conditions and there is no certainty it will be completed as proposed or at all.

Management Comments

• Keyvan Samini is qualified to serve as a member of the Board because of his extensive experience in the semiconductor and software industries, as well as his experience scaling growth in technology organizations and working with institutional investors in portfolio companies.
• James Aralis is qualified to serve as a member of the Board because of his experience in the industry, specifically with regard to the development of analog, digital and mixed signal integrated circuits, systems and software/firmware.
• James Peterson is qualified to serve as a member of the Board because of his experience as a former president and chief executive officer of a previously publicly-traded company prominent in the semiconductor industry.
• David Aldrich is qualified to serve as a member of the Board because of his various high-level positions at companies within the semiconductor and communications industry.
• Kurt Busch is qualified to serve as a member of the Board because of his extensive industry experience, coupled with his previous high-level positions in the industry.
• William Carpou's extensive experience in sales, private equity, and various senior executive positions, along with his philanthropic efforts, make him a valuable member of the Board.
• Frederick Goerner is qualified to serve as a member of the Board because of his experience in the industry, as well as his various leadership roles at different companies.
• Michael Long holds a bachelors degree in business administration from the University of Wisconsin and attended the Milwaukee School of Engineering. He is active in the Young Presidents Organization, a global peer networking group. Mr. Long served on the board of directors of AmerisourceBergen from May 2006 until March 2023 and currently serves on the boards of the following nonprofit organizations: UC Health and the National Western Stock Show.
• The Board believes separating the positions of Chairman of the Board and Chief Executive Officer allows the Chief Executive Officer to focus on the Company’s day-to-day business and operations, while allowing our Chairman to lead the Board in its fundamental role of providing advice to and oversight of management.
• Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least the next twelve months.

Industry Context

StockSavvy.ai notes that Mobix Labs operates in highly competitive and rapidly evolving markets for semiconductor products and solutions, including mmWave wireless technology and EMI filtering. The company's strategy of pursuing acquisitions to expand its product portfolio and customer base in diverse sectors like aerospace, military, defense, medical, and high-reliability technology aligns with broader industry trends of consolidation and diversification to capture growth in specialized niches. The focus on energy-efficient, standards-based infrastructure and solutions for 5G and beyond, AI, AR, VR, autonomous vehicles, and industrial IoT sensors positions Mobix Labs in high-demand areas, but also exposes it to intense competition from larger, established players like Qualcomm, NXP, Qorvo, Skyworks, and Analog Devices. The preference for U.S.-based suppliers in defense applications provides a competitive advantage in a segment driven by national security concerns and global economic tensions.

Comparison to Industry Standards

• The filing does not provide specific comparisons to industry standards or comparable companies' projects and results.
• Mobix Labs competes with large companies such as Qualcomm Incorporated, NXP Semiconductors, N.V., Qorvo, Inc., Skyworks Solutions, Inc., and Analog Devices Inc. in wireless systems solutions.
• In interconnect products, Mobix Labs competes with Amphenol Corporation, Glenair, Inc., ITT Inc., and TE Connectivity Corporation.
• The company notes that many of its competitors have greater financial, manufacturing, technical, sales, and marketing resources.

Management Changes

Corporate Governance

Legal Proceedings

• Rutan & Tucker, LLP filed a lawsuit on June 16, 2023 (amended January 18, 2024) against Mobix Labs and James Peterson to recover approximately $700,000 in legal fees. The company is vigorously defending this lawsuit.
• Creditors Adjustment Bureau, Inc. (CAB) filed a lawsuit on June 25, 2024, against Mobix Labs to recover a purported debt of approximately $132,000. Default was entered against the company on September 24, 2024, and Mobix Labs filed a Motion to Set Aside Entry of Default on November 7, 2024. The company is vigorously defending this lawsuit.
• Ydens Holdings, LLC and related individual plaintiffs filed a lawsuit on March 13, 2026, against Mobix Labs and its subsidiary EMI Solutions, asserting breach of contract and related claims arising from the September 2022 merger agreement. The company intends to move to compel arbitration and defend the matter vigorously.
• The company does not currently believe that any pending claims, individually or in the aggregate, would have a material adverse effect on its business or financial position.

Related Party Transactions

• A promissory note with a principal balance of $100,000 was issued to James Peterson (director) on August 3, 2023, and was repaid in January 2024.
• Four promissory notes totaling $1,395,000 were issued to Giuseppe Battaglia (brother of former CEO Fabrizio Battaglia) and were repaid in full.
• Keyvan Samini (President, CFO, Director) personally guaranteed a $200,000 loan from an unaffiliated finance company to a Mobix subsidiary, which matures in June 2026.
• Philip Sansone (CEO, Director) and Keyvan Samini personally guaranteed a $600,000 loan from Maximcash Solutions LLC to the company on August 15, 2025.
• Michael Long (director) purchased 30,000 shares of Class A Common Stock for $3,000,000 in a private placement on December 19, 2023, and received 12,857 Make-Whole Shares on November 4, 2024. He also exercised a warrant for 9,990 shares of Class A Common Stock.
• Chavant Capital Partners LLC (Sponsor) purchased 19,973 shares of Class A Common Stock for $1,997,370 by forgiving outstanding obligations of Chavant.
• The Sponsor received 1,294 Make-Whole Shares on November 4, 2024, and exercised a warrant for 27,218 shares of Class A Common Stock.
• The Sponsor agreed to forgive approximately $1,997,370 of aggregate outstanding obligations of Chavant and forfeited 65,863 Founder Shares and 40,000 Private Placement Warrants.
• Chavant Family Office (a controlled affiliate of Dr. Ma, former CEO) received 72,460 Founder Shares and 124,155 Private Placement Warrants from the Sponsor's distribution.
• STAR SCI (a controlled affiliate of Dr. Andr-Jacques Auberton-Herv, former Chairman) received 19,758 Founder Shares and 35,832 Private Placement Warrants from the Sponsor's distribution.
• Chavant Family Office received approximately 7,139 shares of Class A Common Stock from the Sponsor's distribution.
• STAR SCI received approximately 34,338 shares of Class A Common Stock from the Sponsor's distribution.
• The Amended and Restated Registration Rights and Lock-Up Agreement includes all Board members other than Michael Long.
• The company paid Chavant Capital Partners LLC (Sponsor) $10,000 per month for office space, secretarial, and administrative services prior to the Merger.

Stakeholder Impact

• Shareholders face significant dilution risk from future equity raises and convertible note conversions. The stock price is likely to remain volatile, and Class A shareholders have limited influence due to the dual-class voting structure. There is a high risk of losing all or part of their investment due to the company's going concern doubts.
• Creditors, particularly those holding the Senior Secured Convertible Note, have some protection due to its senior ranking. However, the company's liquidity issues and going concern warning present risks to all creditors, especially those with unsecured or junior debt.
• Employees may be impacted by ongoing cost management efforts and potential future headcount reductions. The company's ability to attract and retain skilled personnel is crucial for its growth strategy.
• Customers could face risks related to product defects, supply chain disruptions, and the company's financial instability. The high reliance on a single major customer creates a significant risk for the company if that relationship deteriorates.
• Suppliers may experience delays in payments due to the company's liquidity challenges and overall financial health.

Next Steps

• Obtain stockholder approval for certain conversions of the Senior Secured Convertible Note if required by Nasdaq rules.
• Continue efforts to remediate identified material weaknesses in internal control over financial reporting.
• Continue efforts to attract new customers and diversify the customer base to reduce reliance on a single major customer.
• Pursue acquisitions of complementary businesses, products, or technologies.
• Invest in ongoing research and development for new products and solutions.
• Monitor and comply with Nasdaq listing standards to avoid delisting.
• Address outstanding debt obligations and deferred purchase considerations.
• Continue efforts to raise additional capital through sales of securities, debt issuance, and/or related party advances.
• Defend against ongoing legal proceedings.

Key Dates

Recommendation

The company faces severe financial distress, explicitly stating 'substantial doubt about our ability to continue as a going concern' due to inadequate liquidity and persistent operating losses. While new financing has been secured and Nasdaq compliance regained, the terms of the convertible note are highly dilutive, and the company's revenue and gross profit declined significantly in the most recent quarter. The material weaknesses in internal controls and heavy reliance on a single customer further exacerbate the risk profile, indicating a high probability of continued financial challenges and potential further dilution. This makes the stock a high-risk investment with significant downside potential.

Keywords

Convertible Note, Senior Secured Debt, Mobix Labs, MOBX, Semiconductor, Wireless Connectivity, mmWave 5G, EMI Filtering, Financial Reporting, Going Concern, Capital Raise, Dilution, Nasdaq Listing, Reverse Stock Split, Risk Factors, Intellectual Property, Acquisitions, Corporate Governance, Financial Performance, Operating Losses, Debt Financing, Stock-Based Compensation, Internal Controls, Supply Chain, Market Volatility, Related Party Transactions