Mobix Labs Inc

Proposal 1 asks stockholders to approve a Charter amendment permitting a reverse split of outstanding Class A Common Stock at any ratio from 1-for-2 through 1-for-20. The Board would retain sole discretion over whether to implement the split, the exact ratio, and the timing, and could abandon the amendment after approval. Management presents the request primarily as a precautionary measure to preserve flexibility if the Company falls below Nasdaq’s minimum bid-price or another continued-listing requirement. The filing notes that the Company recently effected a reverse split and therefore may not receive a new Nasdaq compliance period for a subsequent bid-price deficiency. A reverse split would reduce outstanding shares while leaving authorized shares, par value, and proportional ownership generally unchanged, subject to fractional-share treatment. The Company expects any fractional share to be rounded up rather than cashed out. Management also cites potential improvements in marketability, liquidity, broker facilitation, and institutional investor appeal. The filing acknowledges significant risks, including a possible decline in market value, reduced liquidity, dilution from the larger pool of authorized but unissued shares, and the possibility that the split will not maintain Nasdaq compliance. The Board recommends voting FOR because it believes the flexibility to act quickly outweighs these risks and could help avoid adverse consequences of delisting.

Proposal 2 asks stockholders to expand the 2023 Equity Incentive Plan’s share reserve from 500,000 to 5,000,000 shares. It would also increase the maximum number of shares issuable through incentive stock options from 500,000 to 5,000,000. The Board argues that only approximately 308,526 shares remain available for future grants after capitalization changes and a prior reverse split. Management views equity compensation as central to recruiting, retaining, and motivating employees, executives, directors, and independent contractors. The filing specifically cites competition with larger companies, an executive departure associated with limited equity opportunity, expected hiring, and potential acquisitions. The expanded reserve is intended to provide multi-year grant capacity and reduce the need for repeated stockholder votes. The Company acknowledges that issuing additional plan shares will dilute existing stockholders. The Board states that it weighed dilution against retention and recruiting needs and considers the proposed reserve an appropriate balance. Approval is also sought to satisfy Nasdaq Listing Rule 5635(c) and applicable tax requirements for incentive stock options. The Board recommends voting FOR the amendment.

Proposal 3 seeks Nasdaq Listing Rule 5635(d) approval for issuance of up to 11,000,000 Class A Common Stock shares connected to Kips Bay Select LP’s preferred-stock financing. The approved shares would be issued upon conversion of Series A 10% Convertible Preferred Stock, including preferred shares issued on warrant exercise, and related dividend shares. The Kips financing involved $3 million of issued preferred shares and warrants that could require up to $12 million of additional cash if exercised in full. Because the conversion price floats at a discount to market VWAP and includes anti-dilution and market-price adjustments, the issuance could otherwise exceed Nasdaq’s minimum-price limitations. The 11,000,000-share cap is fixed and cannot expand merely because the stock price declines. If the cap prevents full conversion, the remaining preferred obligations would stay outstanding unless later approved, redeemed, or otherwise retired. Management emphasizes that issued shares would retire preferred obligations and that warrant exercise could provide capital for manufacturing, customer orders, growth, and acquisitions. The Company warns that conversion would dilute existing holders and that falling prices could increase the number of shares otherwise issuable, although the cap limits issuance without another vote. The Board recommends voting FOR because it believes approval honors the completed financing, reduces obligations, and preserves capital-market access.

Proposal 4 seeks Nasdaq Listing Rule 5635(d) approval for up to 4,000,000 shares of Class A Common Stock issuable upon conversion of three senior secured convertible notes held by Leviston Resources, LLC. The notes consist of a $1.2 million May note, a $2.8 million June note, and a $1.2 million August note, each stated principal amount inclusive of an original issue discount. Shares issued upon conversion of an earlier Leviston note are aggregated with the proposal’s shares for Nasdaq purposes. The notes have floating conversion prices based partly on discounted VWAP, creating potential issuance below Nasdaq’s minimum price. The 4,000,000-share cap cannot increase if the market price declines, and additional shares would require further stockholder approval. Any debt that cannot be converted within the cap would remain outstanding and become payable in cash at maturity unless later converted after approval. Management stresses that the financing proceeds have already been received and deployed, so approval concerns conversion rather than new borrowing. Conversion would reduce senior secured debt without consuming operating cash, which management says is important for working capital, manufacturing, customer orders, and growth. The filing recognizes dilution to existing holders and possible downward price pressure from discounted, floating-rate conversions. The Board recommends voting FOR because conversion would strengthen the balance sheet, preserve cash, and satisfy the Company’s contractual and Nasdaq-related obligations.