Mobix Labs (MOBX) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 2, 2026, to vote on four key proposals, all recommended by the Board for approval.

• Proposals include a reverse stock split, amendments to the equity incentive plan, and approvals for share issuances related to financing agreements.

• The meeting will be held virtually, and only holders of Class A Common Stock as of September 8, 2026, may vote.

Voting matters and shareholder proposals

• Proposal 1: Authorize a reverse stock split of Class A Common Stock at a ratio between 1:2 and 1:20, at the Board's discretion, to maintain Nasdaq listing.

• Proposal 2: Amend the 2023 Equity Incentive Plan to increase authorized shares for issuance from 500,000 to 5,000,000 and the same for Incentive Stock Options.

• Proposal 3: Approve issuance of up to 11,000,000 shares of Class A Common Stock for conversion of Series A Preferred Stock and exercise of related warrants under the Kips Bay Select LP agreement.

• Proposal 4: Approve issuance of up to 4,000,000 shares of Class A Common Stock upon conversion of senior secured convertible notes issued to Leviston Resources, LLC.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board and executive officers collectively own approximately 9.1% of voting power.

• Non-employee directors receive annual cash retainers and RSU awards; compensation structure designed to attract and retain experienced board members.

• Board has discretion to implement or abandon the reverse split within 12 months of approval.