Press release·08/18/2026 12:41:24

Overview

Mobix Labs, Inc. (the “Company”) designs, develops, and sells components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching, and electromagnetic interference (“EMI”) filtering technologies. The Company’s solutions are used in the defense, aerospace, commercial, industrial, and other markets. To enhance its product portfolio, the Company also intends to pursue acquisitions of companies with existing revenue that can be scaled and possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow the Company to expand into strategically aligned industries.

In July 2026, the Company’s Board of Directors approved the launch of the National Security Matters (“NSM”) Initiative, broadening the Company’s strategic focus to businesses that advance U.S. national security priorities, including critical resources; defense, aerospace and autonomous systems; energy, water and critical infrastructure; and digital infrastructure and strategic technologies. Consistent with this strategy, in July 2026, the Company entered into a definitive agreement to acquire Vision Aerial, Inc., a U.S.-based drone manufacturer, and announced its intention to change its corporate name to NSM Labs, Inc.

The Company’s wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio, and custom RF integrated circuits (“ICs”) targeting the defense, aerospace, commercial, and industrial sectors. The Company’s interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense, and medical applications.

The Company was founded with the goal of simplifying the development and maximizing the performance of mmWave wireless products by designing and developing high-performance system-level solutions used for signal processing applications in wireless products. Since its inception, the Company’s corporate strategy has evolved to encompass the pursuit of acquisitions serving diverse industry sectors, including aerospace, military, defense, medical, and high reliability (“HiRel”) technology, as part of its commitment to enhancing communication services.

Recent Developments

April 2026 Reverse Stock Split On April 2, 2026, the Company’s board of directors approved a reverse stock split of its Class A Common Stock and Class B Common Stock at a ratio of 1-for-10. The Reverse Stock Split became effective on April 6, 2026.

Second Quarter Financings In March 2026, the Company issued an aggregate of 206,876 shares of Class A Common Stock to three of its creditors pursuant to exchange agreements. The Company also issued convertible bridge promissory notes with an aggregate principal amount of $554 during this period.

March 2026 Convertible Promissory Note On March 31, 2026, the Company entered into a securities purchase agreement with Leviston Resources, LLC, pursuant to which the Company issued a convertible promissory note with a $3,000 principal amount.

First Amendment to Senior Secured Convertible Note On May 13, 2026, the Company entered into a First Amendment to the Securities Purchase Agreement and Promissory Note with Leviston, increasing the total funded amount under the original note to $3,333.

Leviston Additional Notes On May 13, 2026, the Company entered into an Investor Rights Agreement with Leviston, granting Leviston the right to purchase one or more additional senior secured convertible notes from the Company during the seven-month period commencing May 13, 2026 and ending December 13, 2026, in an aggregate principal amount not to exceed $4,000.

Kips Financing On May 19, 2026, the Company entered into a Securities Purchase Agreement with Kips Bay Select, LP, pursuant to which the Company sold 2,000 shares of Series A 10% Convertible Preferred Stock and a Preferred Stock Purchase Warrant.

Partial Conversion of Notes Payable On August 13, 2026, an unrelated investor converted $150 of outstanding principal and accrued interest into 126,957 shares of Class A Common Stock.

Loan and Security Agreement Settlement During the nine months ended June 30, 2026, the Company settled the remaining outstanding indebtedness under a loan and security agreement, with indebtedness of $232 settled through the issuance or delivery of 169,375 shares of the Company’s Class A Common Stock.

Issuance of Class A Common Stock On January 6, 2026, the Company entered into securities purchase agreements with unrelated investors relating to a public offering of 3,000,000 shares of its Class A Common Stock at a price of $2.00 per share.

Vision Aerial Merger Agreement On July 24, 2026, the Company entered into a merger agreement to acquire Vision Aerial, Inc., a U.S.-based designer and manufacturer of unmanned aerial systems.

Special Project Delivery Merger Agreement On August 13, 2026, the Company entered into a definitive merger agreement to acquire Special Project Delivery, Inc.

National Security Matters Initiative On July 21, 2026, the Company’s Board of Directors approved the launch of the NSM Initiative, broadening the Company’s strategic focus to businesses that advance U.S. national security priorities.

Corporate Name Change On July 27, 2026, the Company announced its intention to change its corporate name to NSM Labs, Inc., reflecting the expansion of its platform across national security markets.

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

Net revenue decreased by 66% from $2,350 in the three months ended June 30, 2025 to $789 in the three months ended June 30, 2026. This was primarily driven by a 65% decrease in product revenue and a 69% decrease in services revenue.

Cost of revenue decreased by 31% from $1,001 in the three months ended June 30, 2025 to $687 in the three months ended June 30, 2026, reflecting the lower sales volumes.

Gross profit decreased by 92% from $1,349 in the three months ended June 30, 2025 to $102 in the three months ended June 30, 2026, primarily due to the lower revenue.

Operating expenses decreased by 14% from $8,694 in the three months ended June 30, 2025 to $7,456 in the three months ended June 30, 2026, mainly due to lower selling, general, and administrative expenses.

Loss from operations decreased by 9% from $8,070 in the three months ended June 30, 2025 to $7,354 in the three months ended June 30, 2026.

Interest expense increased by 59% from $547 in the three months ended June 30, 2025 to $868 in the three months ended June 30, 2026, reflecting higher outstanding borrowings and higher interest rates.

The Company recognized a loss on extinguishment of notes payable of $3,791 in the three months ended June 30, 2026, compared to $17 in the three months ended June 30, 2025.

The Company recognized a loss on the issuance of preferred shares and liability-classified warrants of $3,707 in the three months ended June 30, 2026, with no comparable expense in the prior-year period.

Net loss increased by 103% from $8,272 in the three months ended June 30, 2025 to $16,795 in the three months ended June 30, 2026.

Comparison of the Nine Months Ended June 30, 2026 and 2025

Net revenue decreased by 55% from $8,030 in the nine months ended June 30, 2025 to $3,634 in the nine months ended June 30, 2026. This was primarily driven by a 48% decrease in product revenue and a 65% decrease in services revenue.

Cost of revenue decreased by 30% from $3,974 in the nine months ended June 30, 2025 to $2,767 in the nine months ended June 30, 2026, reflecting the lower sales volumes.

Gross profit decreased by 79% from $4,056 in the nine months ended June 30, 2025 to $867 in the nine months ended June 30, 2026, primarily due to the lower revenue.

Operating expenses decreased by 32% from $34,584 in the nine months ended June 30, 2025 to $23,145 in the nine months ended June 30, 2026, mainly due to lower selling, general, and administrative expenses.

Loss from operations decreased by 27% from $30,528 in the nine months ended June 30, 2025 to $22,278 in the nine months ended June 30, 2026.

Interest expense increased by 252% from $1,032 in the nine months ended June 30, 2025 to $3,637 in the nine months ended June 30, 2026, reflecting higher outstanding borrowings and higher interest rates.

The Company recognized a loss on extinguishment of notes payable of $4,218 in the nine months ended June 30, 2026, compared to $300 in the nine months ended June 30, 2025.

The Company recognized a loss on the issuance of preferred shares and liability-classified warrants of $3,707 in the nine months ended June 30, 2026, with no comparable expense in the prior-year period.

Net loss increased by 8% from $30,402 in the nine months ended June 30, 2025 to $32,773 in the nine months ended June 30, 2026.

Liquidity and Capital Resources

As of June 30, 2026, the Company had a cash balance of $2,142 and a working capital deficit of $16,117. The Company’s total liabilities as of June 30, 2026 were $26,711, compared to $37,449 as of September 30, 2025.

The Company incurred a loss from operations of $22,278 for the nine months ended June 30, 2026 and had negative cash flows from operations of $14,719 for the same period. The Company believes that there is substantial doubt concerning its ability to continue as a going concern, as it currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least the next twelve months.

The Company will seek to raise additional capital, but there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain additional financing, it may be required to reduce its operating expenditures, which could adversely affect its business prospects, or it may be unable to continue operations.

Critical Accounting Policies and Estimates

The Company’s critical accounting policies and estimates have not changed significantly compared to those previously disclosed in its Annual Report on Form 10-K for the year ended September 30, 2025.

Emerging Growth Company and Smaller Reporting Company

The Company is currently an “emerging growth company” and a “smaller reporting company,” which allows it to take advantage of certain reduced disclosure obligations. The Company expects to no longer be an “emerging growth company” effective September 30, 2026.