Material Event (Form 8-K)

Item 8.01 Other Events.

Business Update

Mobix Labs, Inc. (the "Company") is providing the following business update regarding certain previously disclosed and anticipated corporate matters.

Vision Aerial Letter of Intent and Ongoing Negotiations

As previously announced, the Company has entered into a non-binding letter of intent with Vision Aerial, Inc. ("Vision Aerial") regarding a potential acquisition of Vision Aerial by the Company. The Company is currently engaged in active negotiations with Vision Aerial regarding definitive transaction documents.

The parties have not entered into a definitive acquisition agreement, and the proposed transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the parties' respective governing bodies, satisfaction of closing conditions to be set forth in any definitive agreements, and, if applicable, the availability of financing and receipt of any required stockholder, regulatory, exchange or third-party approvals.

Vision Aerial has publicly announced that it has experienced increasing revenue and backlog. The Company is continuing to conduct due diligence with respect to Vision Aerial, including with respect to its business, financial condition, operations, customer relationships, backlog, prospects and liabilities. There can be no assurance that the Company and Vision Aerial will enter into definitive agreements, that any proposed transaction will be consummated, or that any proposed transaction, if consummated, will be consummated on the terms currently contemplated or at all.

Kips Transaction; Anticipated Corrective Amendment and Resale Registration Statement

As previously disclosed by the Company, on its Form 10-Q filed May 19, 2026 with the Securities and Exchange Commission, the Company entered into certain transaction documents with Kips Bay Select LP ("Kips") relating to a financing transaction (the "Kips Transaction"). The Company expects to enter into an amendment to the previously disclosed transaction documents for the purpose of correcting certain scrivener's errors.

The Company does not expect the amendment to modify the material economic terms of the Kips Transaction, the number of securities issuable in the Kips Transaction, the consideration payable, or the principal rights and obligations of the parties.

The Company also expects to file a registration statement on Form S-1 to register the resale of shares of the Company's common stock, including approximately 3,300,000 shares for Kips and an aggregate of approximately 1,239,613 shares for five other selling stockholders. The filing, timing and effectiveness of the registration statement will be subject to the requirements of the Securities Act of 1933, as amended, and review by the Securities and Exchange Commission. There can be no assurance as to when or whether the registration statement will be filed or declared effective.