Form 8-K
8-K — MOBIX LABS, INC
Accession: 0001493152-26-030338
Filed: 2026-06-26
Period: 2026-06-22
CIK: 0001855467
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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2026-06-22
2026-06-22
0001855467
mobx:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockMember
2026-06-22
2026-06-22
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 22, 2026
MOBIX
LABS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-40621
98-1591717
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
1
Venture, Suite 220
Irvine,
California
92618
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (949) 808-8888
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Class A Common Stock, par
value $0.00001 per share
MOBX
Nasdaq Capital Market
Redeemable warrants, each
warrant exercisable for one share of Class A Common Stock
MOBXW
Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
Concurrently with the filing
of this Current Report on Form 8-K, Mobix Labs, Inc. (the “Company”) is filing a post-effective amendment to its registration
statement on Form S-1 to deregister 950,000 shares (post-reverse stock split) of Class A Common Stock previously registered for potential
resale in connection with the Company’s equity line of credit.
Item
1.01 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 Company’s Class A Common Stock at a conversion price equal to the lesser of the closing price on June 22, 2026
and 85% of the lowest eight-day VWAP of the Class A Common Stock immediately prior to and including the conversion notice date.
The note was issued as an
additional note under the Company’s previously disclosed investor rights agreement. The Company also entered into an amendment
to its registration rights agreement with Leviston relating to the resale registration of shares issuable upon conversion of the note.
The foregoing description is qualified in its entirety by reference to the note and registration rights amendment, which are filed as
Exhibits 4.1 and 10.1 to this Current Report on Form 8-K.
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. The note was issued, and the issuance
of the shares of Class A Common Stock upon conversion of the note will be issued, in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
Concurrently with
the filing of this Current Report on Form 8-K, the Company is filing a post-effective amendment to its registration statement on Form
S-1 to deregister 950,000 shares (post-reverse stock split) of Class A Common Stock previously registered for potential resale in connection
with the Company’s equity line of credit.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
4.1
Amended
and Restated Senior Secured Convertible Promissory Note in favor of Leviston Resources, LLC dated as of June 22, 2026.
10.1
Second Amendment to Registration
Rights Agreement, by and between Mobix Labs, Inc. and Leviston Resources, LLC, dated as of June 22, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Mobix Labs, Inc.
Dated:
June 26, 2026
/s/ Keyvan
Samini
Keyvan Samini
President and Chief Financial Officer
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 2
Exhibit 4.1
MOBIX
LABS, INC.
AMENDED
AND RESTATED SENIOR SECURED CONVERTIBLE NOTE
Principal Amount: U.S. $2,800,000
Issuance Date: June 22, 2026
Purchase
Price: $2,333,333.33
FOR
VALUE RECEIVED, Mobix Labs, Inc., a Delaware corporation , its designee or registered assigns (the “Borrower”) promises to
pay Leviston Resources, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), pursuant to this
Senior Secured Convertible Note (the “Note”) in cash and/or in shares of Common Stock, the principal amount of $2,800,000.
On the date hereof, the Holder will fund $2,333,333.33, which shall result in an aggregate principal amount of $2,800,000 (that is, $2,333,333.33
in cash plus original issue discount of 16.667% or $466,666.67). This Note is issued as an “Additional Note” pursuant to
that certain Investor Rights Agreement dated May 13, 2026 (the “IRA”), entered into by and between the Borrower and the Holder.
This Note is subject to the terms of that certain Securities Purchase Agreement dated March 31, 2026, as amended by that certain First
Amendment to Securities Purchase Agreement and Senior Secured Convertible Note dated May 13, 2026, and as supplemented by the IRA (the
“Purchase Agreement”), and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement
or the IRA, as applicable.
This Amended and Restated Senior Secured
Convertible Note (this “Note”) amends, restates, replaces and supersedes in its entirety the Senior Secured Convertible Note
issued by the Borrower to the Holder on June 22, 2026 (the “Original Note”). Upon execution of this Note, the Original Note
shall be void and of no further force or effect. This Note is given in substitution for, and not in satisfaction, repayment, discharge
or novation of, the indebtedness evidenced by the Original Note, which indebtedness remains outstanding and continues uninterrupted under
this Note. For all purposes, including the holding period under Rule 144 and the determination of the Exchange Cap, the Issuance Date
of this Note shall be June 22, 2026. All liens and security interests securing the Original Note continue in full force and effect and
secure this Note without interruption, impairment, release or subordination.
(1)
MATURITY; DISBURSEMENT; CLOSING. The consideration to the Borrower for this Note is $2,333,333.33 (the “Consideration”)
to be paid on or after the Closing Date (defined below), from which the Holder shall retain $25,000 to be applied directly to the payment
of the Holder’s legal fees in connection with the preparation and negotiation of this Note and the related transaction documents.
All outstanding principal and interest shall be due and payable on October 22, 2026 (the “Maturity Date”). The disbursement
is stated as net of the Original Issue Discount of 16.667%.
(2)
INTEREST. The Interest rate shall be 10% per annum. Interest under this Note shall commence accruing on the Closing Date at the Interest
Rate and shall be computed on the basis of a 360-day year and the actual number of days elapsed. Interest shall be payable (a) on a monthly
basis on each monthly anniversary of the Closing Date in cash by wire transfer of immediately available funds pursuant to wire instructions
provided by the Holder in writing to the Borrower, or (b) upon conversion into shares of Common Stock as set forth herein.
(3)
PREPAYMENT. The Borrower shall have the right to provide no less than 30 days’ written notice of its intention to prepay the
Obligations (as defined herein), at any time or from time to time at a premium equal to 115% of the Obligations being prepaid. For the
avoidance of doubt, the Holder’s rights of conversion are not affected by the issuance of the notice of prepayment.
(4)
CONVERSION OF NOTE. Following the Issuance Date, as set out above, this Note shall be convertible into shares of Common Stock.
(a)
Optional Conversion Right. Subject to the provisions of Section 4(c)(i) and Section 4(c)(ii), at any time or times on or after the Issuance
Date, the Holder shall be entitled to convert the Conversion Amount (as defined herein), into fully paid and nonassessable shares of
Common Stock as described below (the “Conversion Shares”). The Borrower shall not issue any fraction of a share of Common
Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Borrower shall
round such fraction of a share of Common Stock up to the nearest whole share. The Borrower shall pay any and all transfer, stamp and
similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.
The Holder shall have the right to deliver an effective conversion notice (the “Conversion Notice”) at any time until 11:59
pm New York City time on the chosen date and it shall be immediately effective.
(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 4(a) shall
be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).
(i)
“Conversion Amount” means the sum of (A) the portion of the Principal to be converted, redeemed or otherwise with respect
to which this determination is being made, and/or (B) accrued and unpaid Interest with respect to such Principal, as determined by the
Holder, and (C) all costs and expenses incurred by the Holder in connection with such conversion, including but not limited to, any fees
charged by the Transfer Agent in connection with the issuance or delivery of Conversion Shares, and the cost of any legal opinion required
in connection with such conversion to the extent such legal opinion costs are not paid or reimbursed by the Borrower.
(ii)
“Conversion Price” shall be the lesser of: (A) Closing Price on the Closing Date and (B) 85% of the lowest 8-day VWAP immediately
prior to and including the date of the Notice of Conversion.
(iii)
Adjustment Due to Market Price. If at any time the Market Price, as determined on the date of each conversion, is less than the Conversion
Price, then the outstanding principal amount of this Note shall be automatically increased immediately following each such conversion
by the result of the Conversion Price minus the Market Price multiplied by the number of shares of Common Stock being issued with respect
to such conversion, and interest shall accrue thereon in accordance with the terms of this Note. “Market Price” shall mean
the lowest trading price for the Common Stock during ten (10) Trading Days prior to the applicable date of conversion. For example, if
the Conversion Price is $0.50 and the Market Price is $0.40 and the number of shares issued upon conversion is 10,000 shares, then the
outstanding principal amount of this Note shall be increased by $1,000.00 ($0.50 - $0.40 = $0.10 multiplied by 10,000 = $1,000.00) immediately
following such conversion. For the avoidance of doubt, this Section 4(b)(iii) expressly applies in the scenario where the Exchange Cap
under Section 4(c)(ii) or the Stockholder Approval Limitation under Section 4(c)(iii)(A) requires a conversion to be effected at the
Closing Price on the Closing Date (i.e., the price referenced in Section 4(b)(ii)(A)) rather than at 85% of the lowest 8-day VWAP (i.e.,
the price referenced in Section 4(b)(ii)(B)). Notwithstanding anything to the contrary herein, this provision shall apply only if, and
solely to the extent that, the issuance of shares of Common Stock upon conversion of this Note would cause the aggregate number of shares
of Common Stock issued or issuable to the Holder pursuant to the Transaction Documents to exceed 19.99% of the Borrower’s outstanding
Common Stock as of the Issuance Date, as determined in accordance with applicable Nasdaq rules.
(c)
Limitations on Conversions.
(i)
Beneficial Ownership. Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by the Holder
hereof, and the Borrower shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto,
to the extent (but only to the extent) that after giving effect to such conversion or other share issuance hereunder the Holder (together
with its affiliates) would beneficially own in excess of 4.99% (or upon election of the Holder, by providing a 61-day written notice
to the Borrower, 9.99%) (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination
of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder
or any of its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to
the Borrower for conversion, exercise or exchange (as the case may be). No prior inability to convert this Note, or to issue shares of
Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect
to any subsequent determination of convertibility. For purposes of this paragraph, beneficial ownership and all determinations and calculations
(including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section
13(d) of the 1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. For any reason at
any time, upon the written or oral request of the Holder, the Borrower shall within one (1) Business Day confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible
or exercisable securities into Common Stock, including, without limitation, pursuant to this Note or securities issued pursuant to the
Purchase Agreement.
(ii)
Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the Borrower shall not
issue any shares of Common Stock upon conversion of this Note in excess of 19.9% of the number of issued and outstanding shares of Common
Stock on the Issuance Date (the “Exchange Cap”). In the event that any portion of this Note is not convertible solely
as a result of the Exchange Cap, such portion shall remain outstanding in accordance with its terms and the Holder shall be entitled
to convert such portion, upon receipt of the requisite stockholder approval, pursuant to the deferred conversion right set forth in Section
4(c)(iii)(B), and the Borrower’s obligations under Section 4(c)(iii)(C) shall apply with respect thereto. No premium, penalty,
fee, or other payment shall accrue or be payable, and no Event of Default shall arise, solely by reason of the operation of the Exchange
Cap or the failure of the Borrower’s stockholders to approve any issuance in excess of the Exchange Cap. In the event that
the Note cannot be converted due to an insufficient number of authorized and unreserved shares of Common Stock available
to satisfy conversion of the Note in full (an “Authorized Share Failure”), the Holder shall receive
120% of the remaining amounts due under the Note in cash (the “Cap Payment”) within 10 calendar days of the date the
Authorized Share Failure occurs (the “Cap Payment Date”). For the avoidance of doubt, it is the Borrower’s obligation
to monitor the Exchange Cap and the availability of authorized and unreserved shares of Common Stock and immediately inform the
Holder when and if the Exchange Cap is reached or an Authorized Share Failure occurs. In the event that the Borrower fails
to make the Cap Payment in full on or before the Cap Payment Date, (x) the obligation to pay the 120% Cap Payment shall be deemed extinguished
and of no further force or effect, and (y) such failure shall constitute an Event of Default under Section 6(a) of this Note and the
Holder shall be entitled to exercise all remedies available under Section 6(b); provided that the Default Premium and all other default
remedies shall be calculated on and applied to the outstanding principal amount of this Note and all accrued and unpaid interest thereon
as of the Cap Payment Date, without giving effect to or including any amount attributable to the 120% Cap Payment premium. In the event
that Holder shall sell or otherwise transfer any of such Holder’s Note, the Exchange Cap restrictions set forth herein shall continue
to apply to the Note and such transferee.
(iii)
Nasdaq Compliance.
(A)
Stockholder Approval Limitation. Notwithstanding anything to the contrary contained in this Note or any other Transaction Document, and
in addition to the Exchange Cap set forth in Section 4(c)(ii), the Holder shall not be permitted to convert this Note or otherwise receive
shares of Common Stock to the extent (but only to the extent) that such conversion or issuance would require stockholder approval pursuant
to the rules or regulations of the Principal Market, including Nasdaq Listing Rule 5635(d) (or any successor provision thereto), unless
and until such stockholder approval has been duly obtained. Any purported conversion or issuance of shares of Common Stock in excess
of such limitation shall be deemed null and void ab initio and of no force or effect, and the Borrower shall not give effect to or record
any such conversion in its books and records.
(B)
Deferred Conversion Right. To the extent any conversion of this Note is prohibited by the limitation set forth in Section 4(c)(iii)(A)
or the Exchange Cap under Section 4(c)(ii), the Holder shall be entitled to convert the remaining portion of this Note, at the then-applicable
Conversion Price, promptly upon receipt of the requisite stockholder approval, without any further action, consent, or agreement of the
Borrower. Such deferred conversion right shall be in addition to, and not in lieu of, any other rights or remedies available to the Holder
under this Note.
(C)
Obligation to Seek Stockholder Approval; Event of Default. If stockholder approval is required pursuant to Section 4(c)(iii)(A) or the
Exchange Cap under Section 4(c)(ii), the Borrower shall, at its sole cost and expense, take all commercially reasonable actions necessary
to obtain such stockholder approval as promptly as practicable, including without limitation calling and holding a special or annual
meeting of stockholders, preparing and filing all required proxy materials with the Commission, and recommending approval to its stockholders,
in each case within forty-five (45) days following the date on which such approval is first required. Without limiting the foregoing,
the Borrower shall: (1) prepare and file a preliminary proxy statement with the Commission seeking such approval within fifteen (15)
days following the date on which such approval is first required; (2) use its reasonable best efforts to respond to any comments of the
Commission as promptly as practicable and to cause its proxy statement to be cleared for definitive filing at the earliest practicable
date; (3) file its definitive proxy statement and commence mailing to stockholders within five (5) business days following the earlier
of (x) expiration of the ten (10) calendar-day period under Rule 14a-6(a) without notice of review by the Commission and (y) notice from
the Commission that it has no further comments; (4) set the record date and hold the meeting on the earliest date permitted under the
Borrower’s bylaws and the Delaware General Corporation Law, and in no event later than thirty (30) days following the date the
definitive proxy statement is first mailed; (5) cause its board of directors to recommend that stockholders approve such matter and to
solicit proxies in favor of such approval, subject to the fiduciary duties of the board of directors; (6) not adjourn, postpone, recess,
or cancel such meeting without the Holder’s prior written consent, other than (x) a single adjournment of not more than ten (10)
days solely to solicit additional proxies if insufficient votes have been cast, or (y) any postponement or adjournment required to establish
a quorum or to comply with applicable law or a request of the Commission; and (7) if such approval is not obtained at such meeting, re-submit
the matter for approval at each subsequent annual meeting of stockholders and, if such approval has not then been obtained, at one special
meeting of stockholders called for such purpose following each such annual meeting, and continue to do so until such approval is obtained.
The Borrower’s failure to perform any obligation set forth in clauses (1) and (3) through (7) of this Section 4(c)(iii)(C) within
five (5) business days following written notice from the Holder of such failure shall constitute an Event of Default under this Note;
provided that the failure of the stockholders to grant such approval shall not, in and of itself, constitute an Event of Default.
(iv)
Delivery of Conversion Shares Upon Exercise. The Borrower shall cause the Conversion Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Borrower is then a participant in such
system, and otherwise by physical delivery of a certificate, registered in the Borrower’s share register in the name of the Holder
or its designee, for the number of Conversion Shares to which the Holder is entitled pursuant to such conversion to the address specified
by the Holder in the Conversion Notice within one (1) Trading Day after delivery of the Conversion Notice (such date, the “Conversion
Share Delivery Date”). Upon delivery of the Conversion Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Conversion Shares. If the Borrower fails for any reason to deliver to the Holder the Conversion Shares by
the Conversion Share Delivery Date, the Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Conversion Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Conversion
Notice), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Conversion Share Delivery Date) for
each Trading Day after such Conversion Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such Conversion
Notice.
(d)
Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion
of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in
accordance with the below provisions.
(e)
Right to Amend Notice of Conversion. On or before the 1st Trading Day following the date of receipt of a Notice of Conversion, if the
applicable Conversion Price is less than the conversion price specified on such Notice of Conversion, the Holder may deliver an updated
Notice of Conversion to the Borrower correcting the Conversion Price (and the aggregate Conversion Amount) as specified in such Notice
of Conversion; provided, that if such updated Notice of Conversion is not delivered to the Borrower on or prior to 12:00 p.m. (New York
City time) on the Trading Day immediately following the applicable Conversion Date (as used herein, “Conversion Date” means
the date on which the Holder delivers a Conversion Notice to the Borrower pursuant to Section 4(a)), the Conversion Share Delivery Date
shall be extended by one (1) Trading Day.
(5)
PRIORITY AND SECURITY. This Note shall constitute a Senior Secured obligation of the Borrower, ranking senior in right of payment
with all of the existing Indebtedness of the Borrower and ranking senior in right of payment to any future Indebtedness of the Borrower.
The obligations of the Borrower hereunder are secured pursuant to that certain Pledge and Security Agreement, dated as of March 31, 2026,
by and between the Borrower and the Holder, as supplemented by that certain Joinder and Reaffirmation Agreement dated May 18, 2026, and
that certain Joinder and Reaffirmation Agreement dated as of the Issuance Date of this Note, and as further amended, restated, supplemented
or otherwise modified from time to time (the “Security Agreement”).
(6)
EVENTS OF DEFAULT.
(a)
Event of Default. Each of the following events shall constitute an “Event of Default” except that no such event shall constitute
an Event of Default unless and until it remains uncured for five (5) days after the occurrence thereof; provided, however, that if a
specific cure period is expressly stated in the applicable subsection below, such stated cure period shall apply in lieu of the foregoing.
(i)
Failure to Pay Principal or Interest. The Borrower fails to pay the Principal or Interest due, liquidated damages and other amounts thereon
when due on the Note whether at maturity, upon acceleration or otherwise (including the Cap Payment Date).
(ii)
Conversion Shares. The Borrower fails to have its transfer agent issue Conversion Shares to the Holder (or states in writing that it
will not honor its obligation to do so) prior to two
(2)
business days upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of the Note.
(iii)
Breach of Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition contained
in the Purchase Agreement, the Note or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith
or therewith, and such breach results in a material adverse effect on the business or assets of the Borrower.
(iv)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement or the Note,
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false
or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a Material Adverse
Effect on the rights of the Holder with respect to the Note or the Purchase Agreement.
(v)
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed that has not been stayed, vacated or cured by the Borrower within thirty (30) days.
(vi)
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the
Borrower or any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a
period of thirty (30) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
(vii)
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief
under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower that has not been stayed, vacated or cured by the Borrower within sixty (60) days.
(viii)
Delisting or Trading of Common Stock. The Borrower shall fail to maintain the listing or quotation of its Common Stock on the Principal
Market.
(ix)
Failure to Comply with the 1934 Act. The Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or the Borrower
shall cease to be subject to the reporting requirements of the 1934 Act, subject to allowances permitted under Rule 12b-25 under the
1934 Act.
(x)
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business or assets.
(xi)
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts
as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.
(xii)
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock unless required to do so to maintain its listing on the
Principal Market.
(xiii)
DTC “Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services,
such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s
securities that has not been cured by the Borrower within twenty (20) business days.
(xiv)
Other Obligations. The occurrence of any default under any agreement or obligation of the Borrower that is not cured within ten (10)
days that could reasonably be expected to have a Material Adverse Effect.
(xv)
Default under Transaction Documents or Other Material Agreement. A default or event of default (subject to any grace or cure period provided
in the applicable agreement, document or instrument) shall occur under any material agreement, lease, document or instrument to which
Borrower or any Subsidiary is obligated (other than this Note or the Purchase Agreement) which would reasonably be expected to have a
Material Adverse Effect that has not been cured by the Borrower within ten (10) business days.
(xvi)
Intentionally Omitted.
(xvii)
Failure to Meet the Requirements under Rule 144. Borrower does not meet the current public information requirements under Rule 144.
(xviii)
Failure to Maintain Intellectual Property. The failure by Borrower or any material Subsidiary to maintain any material intellectual property
rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether now or in the
future) and such breach is not cured within thirty (30) days after written notice to the Borrower from the Holder.
(xix)
Trading Suspension. A Commission or judicial stop trade order or suspension from the Principal Market.
(xx)
Restatement of Financial Statements. The restatement after the date hereof of any financial statements filed by the Borrower with the
Commission for any date or period from two years prior to the Issuance Date and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect. For the
avoidance of doubt, any restatement related to new accounting pronouncements shall not constitute a default under this Section.
(xxi)
Invalidity or Unenforceability of Transaction Documents. Any material provision of any Transaction Document shall at any time for any
reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Borrower, or the
validity or enforceability thereof shall be contested by Borrower, or a proceeding shall be commenced by Borrower or any governmental
authority having jurisdiction over Borrower or Holder, seeking to establish the invalidity or unenforceability thereof, or Borrower shall
deny in writing that it has any liability or obligation purported to be created under any Transaction Document.
(xxii)
Effective Registration Statement. Any Registration Statement required to be maintained effective pursuant to the Registration Rights
Agreement is withdrawn, ceases to remain effective as required by the Registration Rights Agreement or otherwise no longer complies in
all material respects with the requirements of Section 10(a) of the Securities Act or Rule 415 of the Securities Act. Upon the occurrence
of this Event of Default, the Borrower shall pay to the Holder liquidated damages in the amount of $100,000 within three (3) calendar
days of the date of such failure (the “Registration LD Payment Date”). In addition, for each 30-day period (or part thereof)
during which such failure continues and remains uncured, the Borrower shall pay to the Holder additional liquidated damages equal to
2% per month of the value of all registerable securities, due within three (3) calendar days of the end of each such 30-day period; provided
that if such failure is cured prior to the end of any 30-day period, the pro rata portion of such 2% amount accrued through the cure
date shall be due within three (3) calendar days of such cure date. All such liquidated damages shall be in addition to, and not in lieu
of, any other remedies available to the Holder under Section 6(b) or otherwise.
(xxiii)
Failure to File Registration Statement. The Borrower fails to file the Initial Registration Statement with the Commission on or prior
to the Filing Deadline required under the Registration Rights Agreement. Upon the occurrence of this Event of Default, the Borrower shall
pay to the Holder liquidated damages in the amount of $100,000 within three (3) calendar days of the date of such failure (the “Registration
LD Payment Date”). In addition, for each 30- day period (or part thereof) during which such failure continues and remains uncured,
the Borrower shall pay to the Holder additional liquidated damages equal to 2% per month of the value of all registerable securities,
due within three (3) calendar days of the end of each such 30- day period; provided that if such failure is cured prior to the end of
any 30-day period, the pro rata portion of such 2% amount accrued through the cure date shall be due within three (3) calendar days of
such cure date. All such liquidated damages shall be in addition to, and not in lieu of, any other remedies available to the Holder under
Section 6(b) or otherwise.
(xxiv)
Failure to Cause Registration Statement to Become Effective. The Initial Registration Statement is not declared effective by the Commission
on or prior to the Effectiveness Deadline, or any New Registration Statement is not declared effective by the Commission on or prior
to the New Registration Effectiveness Deadline, in each case as required under the Registration Rights Agreement. Upon the occurrence
of this Event of Default, the Borrower shall pay to the Holder liquidated damages in the amount of $100,000 within three (3) calendar
days of the date of such failure (the “Registration LD Payment Date”). In addition, for each 30-day period (or part thereof)
during which such failure continues and remains uncured, the Borrower shall pay to the Holder additional liquidated damages equal to
2% per month of the value of all registerable securities, due within three (3) calendar days of the end of each such 30- day period;
provided that if such failure is cured prior to the end of any 30-day period, the pro rata portion of such 2% amount accrued through
the cure date shall be due within three (3) calendar days of such cure date. All such liquidated damages shall be in addition to, and
not in lieu of, any other remedies available to the Holder under Section 6(b) or otherwise.
(xxv)
Variable Securities. From the date hereof until such time as all of the principal amount of the Note is no longer outstanding, the Borrower
may effect or enter into an agreement to effect any issuance by the Borrower of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction, subject to the requirements of this Section. “Variable Rate Transaction”
means a transaction in which the Borrower (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or
exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Borrower or the market for the Common Stock or (ii) enters
into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market
offering”, whereby the Borrower may issue securities at a future determined price regardless of whether shares pursuant to such
agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Notwithstanding the foregoing,
the Borrower shall cause 100% of the net proceeds received by the Borrower from any Variable Rate Transaction to be applied directly
to the repayment of the outstanding balance of this Note (including all accrued and unpaid interest thereon) prior to the Borrower retaining
or using any such proceeds for any other purpose. If the Borrower fails to apply 100% of the net proceeds of any Variable Rate Transaction
to the repayment of this Note as required by this Section, such failure shall constitute an Event of Default under Section 6(a) of this
Note and the Holder shall be entitled to exercise all remedies available under Section 6(b), including without limitation the Default
Premium, Default Interest, and Forced Redemption. Prior to effecting any Variable Rate Transaction, the Borrower shall provide the Holder
with written notice thereof no later than three
(3)
Trading Days prior to the closing of such transaction. Any Variable Rate Transaction shall not be subject to the Holder’s right
of first refusal and right of participation as set forth in Section 4.12 of the Securities Purchase Agreement, which provisions are incorporated
herein by reference.
(b)
Remedies Upon Default. Upon the occurrence of any Event of Default (after the expiration of the cure period, if any, specified for such
Event of Default in Section 6(a)), the Holder may exercise any one or more of the following rights and remedies, in addition to any other
rights and remedies available at law, in equity, or under any Transaction Document:
(i)
Acceleration. The entire unpaid balance of this Note and all other Obligations shall, at the option of the Holder, become immediately
due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower.
(ii)
Default Premium. From and after the occurrence of an Event of Default, all amounts owing by the Borrower to the Holder under or in connection
with this Note or any other Transaction Document (collectively, the “Obligations”) shall be increased to an amount equal
to one hundred twenty five percent (125%) of the Obligations outstanding at the time such amount is determined, it being agreed that
the Obligations include, without limitation, the outstanding Principal Amount, accrued and unpaid Interest, enforcement costs, legal
fees, expenses, indemnities, and any other fees, charges or amounts payable hereunder or thereunder, whether accruing before or after
the occurrence of an Event of Default. The Borrower acknowledges and agrees that the default premium provided for herein constitutes
liquidated damages and not a penalty, that the actual damages resulting from an Event of Default are difficult or impossible to ascertain
with precision, and that such default premium represents a reasonable estimate of the damages likely to be incurred by the Holder as
a result of such Event of Default.
(iii)
Default Interest. From and after the occurrence of an Event of Default, all outstanding Obligations, whether or not accelerated, shall
accrue interest at the Default Interest Rate until the same is paid in full, including following the entry of a judgment in favor of
the Holder.
(iv)
Forced Redemption. Upon the occurrence of an Event of Default, the Holder may, at its sole option and at any time, require the Borrower
to redeem all or any portion of the outstanding Obligations in cash (a “Forced Redemption”) by delivering written notice
to the Borrower (a “Forced Redemption Notice”) specifying the amount to be redeemed. The Borrower shall pay such amount in
cash by wire transfer of immediately available funds within ten (10) calendar days of receipt of the Forced Redemption Notice (the “Forced
Redemption Payment Date”). The amount payable shall equal the applicable Obligations as increased by the Default Premium under
Section 6(b)(ii). If the Borrower fails to pay the full amount due by the Forced Redemption Payment Date, Default Interest shall accrue
on the unpaid amount from the Forced Redemption Payment Date until paid in full. The Holder’s right to deliver a Forced Redemption
Notice shall not be affected by any prior conversion, any prior Forced Redemption Notice, or any partial payment, and may be exercised
repeatedly until all Obligations are paid in full.
(v)
Conversion Rights Preserved. Notwithstanding the exercise of any remedy under this Section 6(b), the Holder’s right to convert
any portion of the outstanding Obligations into shares of Common Stock pursuant to Section 4 shall remain in full force and effect. Notwithstanding
anything herein to the contrary, including without limitation the definition of Conversion Amount in Section 4(b)(i), from and after
the occurrence of an Event of Default, the Conversion Amount for purposes of any conversion shall be automatically increased to reflect
the full Obligations as increased by the Default Premium under Section 6(b)(ii), such that the Holder shall be entitled to convert 125%
of the outstanding Obligations into shares of Common Stock at the then-applicable Conversion Price.
(7)
RIGHTS UPON FUNDAMENTAL TRANSACTION. If, at any time while this Note is outstanding, the Borrower effects a Fundamental Transaction,
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have
been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent
with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity
to comply with the provisions of this Section 7 and insuring that this Note (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.
(8)
DISTRIBUTION OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.
(a)
Distribution of Assets. If the Borrower shall declare or make any dividend or other distributions of its assets (or rights to acquire
its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation,
any distribution of cash, stock or other securities, property, options, evidence of Indebtedness or any other assets by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),
then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately
prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for such Distributions and the portion of such Distribution shall be held in abeyance for the Holder
until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such rights (and any rights under this Section 8(a) on such initial rights
or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).
(b)
Purchase Rights. If at any time the Borrower grants, issues or sells any Convertible Securities or rights to purchase stock, excluding
any shareholder approved employee equity incentive plans, warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire or receive, as applicable, upon
the terms applicable to such Purchase Rights, 50% of the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations
or restrictions on the convertibility of this Note) immediately prior to the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and
any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in
abeyance) to the same extent as if there had been no such limitation).
(c)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or
other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Borrower shall make appropriate
provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition
to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon conversion
of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital Stock
or, if so elected by the Holder, cash in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable
upon the conversion of this Note prior to such Corporate Event, such shares of stock, securities, cash, assets or any other property
whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been
entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date
for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record,
eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion
of this Note). Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions
of this Section 8 shall apply similarly and equally to successive Corporate Events.
(9)
RIGHTS UPON ISSUANCE OF OTHER SECURITIES
(a)
Most Favored Nation. From the date hereof until the later of: (i) the Maturity Date and (ii) the date on which the outstanding balance
due under this Note is paid in full, in the event and on each occasion that the Borrower issues, sells or agrees in writing to issue
any Common Stock or Common Stock Equivalents on Economic Terms (as defined below) that, in the Holder’s reasonable belief, are
more favorable to such investors than the Economic Terms granted to the Holder hereunder (each, an “MFN Triggering Transaction”),
the Borrower shall, promptly upon written notice from the Holder after disclosure of such issuance or sale, amend the Economic Terms
of the transaction(s) hereunder so as to give the Holder the benefit of such more favorable Economic Terms, including, for the avoidance
of doubt, any reset of the Conversion Price under Section 4(c)(ii). For purposes of this Section 9(a), “Economic Terms” means
any term, condition, or feature that affects, directly or indirectly, the financial return, economic benefit, or value received by any
investor, including without limitation: (A) conversion price, exercise price, or exchange rate; (B) interest rate or default interest
rate; (C) original issue discount or purchase price; (D) prepayment or redemption premium; (E) maturity date or repayment schedule; (F)
warrant coverage, equity kickers, or any other securities issued in connection therewith; (G) any security interest, collateral, or guarantee;
(H) any cash payment, fee, or other compensation paid or payable to any investor; and (I) any other term having economic value or effect;
but expressly excluding purely administrative or procedural terms having no economic effect, such as governing law, jurisdiction, and
notice provisions. Notwithstanding the foregoing, to the extent the Borrower applies proceeds from an MFN Triggering Transaction to repay
the outstanding balance of this Note within two (2) Business Days of the closing of such MFN Triggering Transaction (the “MFN Payment
Deadline”), the MFN provisions of this Section 9(a) shall not apply to the portion of the Note balance so repaid; provided that:
(i)
if the Borrower repays the entire outstanding balance of this Note on or before the MFN Payment Deadline, then this Section 9(a) shall
not apply with respect to such MFN Triggering Transaction;
(ii)
if the Borrower repays less than the entire outstanding balance of this Note on or before the MFN Payment Deadline, then this Section
9(a) shall apply in full to the entire remaining outstanding balance of this Note following such partial repayment; and
(iii)
if the Borrower makes no repayment of the outstanding balance of this Note on or before the MFN Payment Deadline, then this Section 9(a)
shall apply in full to the entire outstanding balance of this Note. For the avoidance of doubt, any partial repayment of the outstanding
balance shall under no circumstances limit, reduce, or otherwise affect the Holder’s MFN rights with respect to the full remaining
outstanding balance of this Note, and the Holder’s MFN rights shall survive any partial repayment until all Obligations have been
paid in full.
(b)
Anti-Dilution. Notwithstanding anything herein to the contrary, if at any time while this Note is outstanding, the Borrower or any Subsidiary
sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any
sale, grant, or option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire
shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the
“Base Conversion Price,” and such issuance, a “Dilutive Issuance”) (if the holder of the Common Stock or Common
Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share issued in connection with such issuance, be
entitled to receive shares of Common Stock at an effective price per share lower than the Conversion Price then in effect, such issuance
shall be deemed to have occurred for less than the Conversion Price then in effect on the date of the Dilutive Issuance), then the Conversion
Price shall be reduced, effective as of the date of such Dilutive Issuance, to equal the Base Conversion Price. If more than one security
is issued in a transaction, each security shall be analyzed separately such that the lowest effective price per share shall be used.
The Borrower shall notify the Holder in writing no later than the Trading Day following any Dilutive Issuance, indicating the applicable
issuance price and other pricing terms (a “Dilutive Issuance Notice”). Notwithstanding the foregoing, a Dilutive Issuance
shall not include any issuance (i) pursuant to an equity incentive plan, or (ii) directly or indirectly in connection with any merger,
acquisition, strategic transaction or similar business combination.
(10)
NONCIRCUMVENTION. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate of Incorporation,
Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and
will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note.
(11)
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided
in this Note.
(12)
COVENANTS.
(a)
Change in Nature of Business. The Borrower shall not make, or permit any of its Subsidiaries to make, any change in the nature of its
business as described in the Borrower’s most recent Annual Report filed on Form 10-K with the SEC.
(b)
Preservation of Existence, Etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.
(c)
Maintenance of Insurance. The Borrower shall maintain, and cause each of its Subsidiaries to maintain insurance with responsible and
reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts
and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses similarly situated.
(d)
Transactions with Affiliates. The Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be
a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or
exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course
of business in a manner and to an extent consistent with past practice (including without limitation, advances or investments made to
related parties, strategic investees and Affiliates) and necessary or desirable for the prudent operation of its business, for fair consideration
and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with
a Person that is not an Affiliate thereof.
(e)
Charter Amendments. The Borrower shall not amend its charter documents, including, without limitation, its certificate of incorporation
and bylaws, in any manner that materially and adversely affects any rights of the Holder.
(f)
Declaration. The Borrower shall not declare or make any cash dividend or other cash distribution to holders of shares of Common Stock,
by way of return of capital or otherwise including, without limitation, any distribution of cash by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction.
(g)
Authorized Shares; Transfer Agent. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve
from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved three (3)
times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect
from time to time, which, if it cannot be determined, shall be estimated in good faith by the Borrower), it being acknowledged and agreed
by the parties that for the initial issuance of the Note, five million (5,000,000) shares of Common Stock is sufficient (the “Reserved
Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder.
The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition,
if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common
Stock into which the Note shall be convertible at the then-current Conversion Price, the Borrower shall at the same time make proper
provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Note, including but not limited to authorizing additional shares or effectuating a reverse
split. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the shares of Common
Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers
and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this Note. The failure by the Borrower to maintain the Reserved Amount, the
failure by the Borrower to be engaged with a transfer agent and subject to the terms of an irrevocable instruction letter in accordance
with the terms herein shall each constitute an Event of Default under Section 6(a) of this Note.
(h)
Mandatory Repayment from Future Proceeds. From the date hereof until all outstanding Obligations under this Note have been paid in full,
the Borrower shall apply forty percent (40%) of the net proceeds received by the Borrower from (i) any future issuance or sale of debt
securities, equity securities, or any combination thereof (including, without limitation, any issuance of Common Stock, preferred stock,
convertible notes, term loans, credit facilities, or any other financing instrument), regardless of the form of consideration received,
and (ii) any sale, transfer, assignment, license, or other disposition of any material asset or group of related assets of the Borrower
or any of its Subsidiaries that is not in the ordinary course of business (including, without limitation, any sale of a business unit,
intellectual property portfolio, real property, or other material asset), to the repayment of the outstanding Obligations due under this
Note, in each case within five (5) Business Days of the Borrower’s receipt of such proceeds (the “Mandatory Repayment Date”).
The Holder shall have sole discretion as to the application of any such repayment amounts against the outstanding Obligations. The failure
of the Borrower to make any such mandatory repayment by the applicable Mandatory Repayment Date shall constitute an immediate Event of
Default under Section 6(a) of this Note, without the requirement of any further notice or cure period, and the Holder shall be entitled
to exercise all remedies available under Section 6(b), including without limitation the Default Premium, Default Interest, and Forced
Redemption.
(13)
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred
according to the Purchase Agreement.
(14)
REISSUANCE OF THIS NOTE.
(a)
Transfer. If this Note is to be transferred, the Holder shall instruct the Borrower who the new Holder will be. The Borrower will issue
and deliver the new Note within three (3) days of such notice. This Note shall be automatically cancelled upon delivery of the new Note
to the new Holder.
(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower shall execute
and deliver to the Holder a new Note (in accordance with Section 14(d)) representing the then outstanding Principal amount of the Note.
(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Borrower, for a new Note or Notes (in accordance with Section 14(d)) representing in the aggregate the outstanding Principal of
this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.
(d)
Issuance of New Notes. Whenever the Borrower is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 14(a) or Section 14(c), the Principal designated by the Holder which,
when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as
this Note, and (v) shall represent the then total outstanding balance due under this Note..
(15)
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents, at law or in equity, and
nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Borrower to comply
with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion, redemption and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Borrower (or the performance thereof).
(16)
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note
or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Borrower or other proceedings
affecting Borrower creditors’ rights and involving a claim under this Note, then the Borrower shall pay the costs and expenses
incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership
or other proceeding, including, but not limited to, attorneys’ fees and disbursements.
(17)
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Borrower and the Holder and shall not be construed
against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.
(18)
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.
(19)
[Intentionally Omitted.]
(20)
NOTICES; PAYMENTS.
(a)
Notices. Notwithstanding anything to the contrary contained herein, all notices, demands, requests, consents, approvals, and other communications
required or permitted under this Note or any of the Transaction Documents shall be governed exclusively by the notice provisions set
forth in the Purchase Agreement, which are hereby incorporated by reference as if set forth herein in full, including with respect to
permitted methods of delivery, timing, effectiveness, addresses, and electronic service. In the event of any inconsistency between the
notice provisions of this Note and the Purchase Agreement, the Purchase Agreement shall control.
(b)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in
lawful money of the United States of America by wire transfer of immediately available funds to the Holder’s wire transfer instructions.
Whenever any amount expressed to be due by the terms of this Note is due on any day, which is not a Business Day, the same shall instead
be due on the next succeeding day, which is a Business Day.
(21)
CANCELLATION. After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this
Note shall automatically be deemed canceled, shall be surrendered to the Borrower for cancellation and shall not be reissued.
(22)
WAIVER OF NOTICE. To the extent permitted by law, the Borrower hereby waives demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note.
(23)
GOVERNING LAW; JURISDICTION; JURY TRIAL. Notwithstanding anything to the contrary contained herein, all matters concerning governing
law, jurisdiction, venue, service of process, and waiver of jury trial with respect to this Note or any of the Transaction Documents
shall be governed exclusively by the corresponding provisions set forth in the Purchase Agreement, which are hereby incorporated by reference
as if set forth herein in full. In the event of any inconsistency between the provisions of this Note and the Purchase Agreement with
respect to any of the foregoing matters, the Purchase Agreement shall control.
(24)
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court
of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply
to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note.
(25)
DISCLOSURE. Prior to disclosing to the Holder any information that the Borrower reasonably believes may constitute material, non-public
information relating to the Borrower or its Subsidiaries (“NPI”), the Borrower shall first obtain the prior written consent
of the Holder to receive such NPI. If the Holder does not provide such written consent, the Borrower shall refrain from disclosing such
NPI to the Holder. Upon receipt or delivery by the Borrower of any notice in accordance with the terms of this Note, unless the Borrower
has in good faith determined that the matters relating to such notice do not constitute NPI relating to the Borrower or its Subsidiaries,
the Borrower shall within one (1) Business Day after any such receipt or delivery publicly disclose such NPI on a Current Report on Form
8-K or otherwise. In the event that the Borrower believes that a notice contains NPI relating to the Borrower or its Subsidiaries, the
Borrower shall so indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute NPI relating to the Borrower or its Subsidiaries.
(26)
INDEMNIFICATION. Borrower indemnifies Holder and their control persons, affiliates, and assignees from and against any and all liabilities
which may be incurred by them in connection with the transactions contemplated herein.
(27)
NOT AN UNDERWRITER. The Borrower affirms the Holder is not an underwriter and is not acting in the capacity of an underwriter.
(28)
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the meanings set forth below. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or
is under common control with, such Person. “Attribution Parties” means, collectively, the Holder, together with (i) any other
Person whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act, (ii) any Affiliates of the Holder, and (iii) any other Persons acting as a group together with the Holder within
the meaning of Section 13(d) of the Exchange Act.
(b)
“Business Day” means any day other than a Saturday, Sunday, U.S. federal legal holiday, or any day on which banking institutions
in the State of New York are authorized or required by law or governmental action to close.
(c)
“Closing Date” means the Issuance Date of this Note.
(d)
“Closing Price” means, as of any date, the closing price of the Common Stock on the Principal Market on such date (or the
nearest preceding Trading Day on which the Common Stock was traded), as reported by the Principal Market.
(e)
“Common Stock Equivalents” means any securities of the Borrower or its Subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into, exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(f)
“Fundamental Transaction” means (i) any merger or consolidation of the Borrower with or into another Person, (ii) any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Borrower’s assets in one
or a series of related transactions, (iii) any purchase offer, tender offer or exchange offer pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and which has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) any reclassification, reorganization or recapitalization of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property, or (v) any stock or share purchase agreement or other business combination with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock.
(g)
“Default Interest Rate” means 18% per annum.
(h)
“Interest Rate” means 10% per annum.
(i)
“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 31, 2026, by and between
the Borrower and the Holder, as amended by that certain First Amendment to Registration Rights Agreement dated May 18, 2026, and that
certain Second Amendment to Registration Rights Agreement dated as of the Issuance Date of this Note, and as further amended, restated,
supplemented or otherwise modified from time to time
(j)
“Principal Market” means the NASDAQ.
(k)
“Successor Capital Stock” means the capital stock or other equity interests of any Successor Entity issued or issuable upon
conversion of this Note following a Fundamental Transaction.
(l)
“Successor Entity” means any Person (i) into which the Borrower is merged or consolidated in connection with a Fundamental
Transaction, (ii) that acquires all or substantially all of the assets or outstanding shares of Common Stock of the Borrower in connection
with a Fundamental Transaction, or (iii) that is formed by or results from any Fundamental Transaction, and in each case, any Person
that is an Affiliate of any of the foregoing.
(m)”Trading
Day” means any day on which the Principal Market is open for trading.
(n)
“Transaction Documents” means this Note, the Purchase Agreement, the IRA, the First Amendment (as defined in the IRA), the
Registration Rights Agreement, the Security Agreement, and any other documents or agreements executed in connection with the transactions
contemplated thereby, as each may be amended, restated, supplemented or otherwise modified from time to time.
(o)
“VWAP” means, for any date, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) as reported by www.quotemedia.com, or, if such source is not available or not reporting the applicable information, as reported
by Bloomberg L.P., or, if neither such source is available, as mutually agreed upon in writing by the Borrower and the Holder.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Borrower has caused this Senior Secured Note to be duly executed as of the Issuance Date set out above.
BORROWER
MOBIX LABS, INC.
By:
Name:
Keyvan
Samini
Title:
President,
CFO and Acting General Counsel
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
SECOND
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 22, 2026 (the “Effective
Date”), by and between Mobix Labs, Inc., a corporation organized under the laws of the State of Delaware (the “Company”)
and Leviston Resources, LLC, a limited liability company organized under the laws of the State of Delaware (the “Investor”).
WHEREAS,
the Company and the Investor are parties to that certain Registration Rights Agreement dated March 31, 2026, as amended by that certain
First Amendment to Registration Rights Agreement dated May 18, 2026 (the “Original RRA”);
WHEREAS,
the Company and the Investor are parties to that certain Securities Purchase Agreement dated March 31, 2026 (as amended, the “SPA”),
and that certain Senior Secured Convertible Note dated March 31, 2026, as amended (the “Original Note”);
WHEREAS,
the Company and the Investor entered into that certain Investor Rights Agreement dated May 13, 2026 (the “IRA”), pursuant
to which the Investor has the right to purchase Additional Notes on the terms set forth therein;
WHEREAS,
pursuant to Article VI of the IRA, the Company is required, at each Additional Closing, to enter into an amendment to the Original RRA
providing that all Additional Conversion Shares constitute Registrable Securities thereunder, with independent filing deadlines, effectiveness
deadlines, and liquidated damages provisions;
WHEREAS,
on the Effective Date, the Investor is exercising its Investment Right under the IRA and the Company is issuing to the Investor an Additional
Note in the principal amount of $2,800,000 (the “Additional Note”);
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1.
The representations, covenants, and recitations set forth in the foregoing recitals are hereby incorporated into and made a part of this
Amendment, including all defined terms referenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Original RRA, the SPA, or the IRA, as applicable.
2.
Except as specifically modified by this Amendment, the terms and conditions of the Original RRA shall remain in full force and effect.
In the event of any inconsistency between the terms of this Amendment and the terms of the Original RRA, the terms of this Amendment
shall control.
3.
Additional Conversion Shares as Registrable Securities. All shares of Common Stock issuable upon conversion of the Additional Note (the
“Additional Conversion Shares”) shall constitute “Registrable Securities” as defined in the Original RRA, with
all rights, protections, and remedies applicable thereto.
4.
Filing Deadline. The Company shall file with the Commission, no later than July 31, 2026 (the “Additional Filing Deadline”),
either (i) a post-effective amendment to the then-effective Registration Statement, or (ii) a New Registration Statement (as defined
in the Original RRA), in each case covering the resale of all Additional Conversion Shares. The form of such filing shall be at the Investor’s
election.
5.
Effectiveness Deadline. The Effectiveness Deadline mechanic set forth in Section 2(b) of the Original RRA (including the Shutdown Extension,
if applicable) shall apply mutatis mutandis to any filing made pursuant to Section 4 of this Amendment. For the avoidance of doubt, the
Company shall use its reasonable best efforts to have such filing declared effective as soon as practicable following the filing thereof,
subject to the same deadlines and conditions as set forth in Section 2(b) of the Original RRA.
6.
Liquidated Damages. All liquidated damages provisions set forth in Section 2(c) of the Original RRA (i.e., $100,000 within three (3)
calendar days of any failure, plus 2% per 30- day period of the aggregate value of the applicable Registrable Securities) shall apply
independently in respect of any failure relating to the Additional Filing Deadline, the corresponding Effectiveness Deadline, or any
failure to maintain effectiveness of the applicable Registration Statement covering the Additional Conversion Shares. Such liquidated
damages shall be in addition to, and not in lieu of, any other remedies available to the Investor under the Original RRA, the Original
Note, the Additional Note, or otherwise.
7.
Continued Application. All other provisions of the Original RRA shall continue to apply to the Additional Conversion Shares on the same
terms and to the same extent as they apply to the Conversion Shares of the Original Note.
8.
This Amendment and the Original RRA shall each constitute a “Transaction Document” as defined in the SPA. This Amendment
shall be governed by and construed in accordance with the governing law, dispute resolution, and related provisions set forth in the
SPA, which are incorporated herein by reference.
9.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.
[Signature
page follows]
IN
WITNESS WHEREOF the parties have signed this Amendment in one or more counterparts as of the date first hereinabove set forth.
The Company
MOBIX LABS, INC.
By:
Name:
Keyvan
Samini
Title:
President,
CFO and Acting General Counsel
The Investor
LEVISTON RESOURCES, LLC
By:
Name:
Roman
Rogol
Title:
CFO
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