Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

On October 14, 2026, Mobix Labs, Inc. (the "Company") delivered written notice to Vision Aerial, Inc. ("Vision Aerial") terminating the Agreement and Plan of Merger, dated July 24, 2026 (the "Merger Agreement"), pursuant to Section 8.1(c) thereof, following the expiration of the contractual termination date. The Merger Agreement was previously disclosed in the Company's Current Report on Form 8-K filed on July 29, 2026.

The termination followed delays in completing certain due diligence and financial reporting matters, including the receipt of financial and accounting information necessary to complete the audit process. The transaction was not consummated within the contemplated timeframe.

The termination was amicable, and the Company maintains a positive relationship with Vision Aerial and remains open to exploring potential opportunities with Vision Aerial in the future.