Mobix Labs (MOBX) Proxy filing summary

Executive summary

• Special Meeting called to vote on four key proposals, including a potential reverse stock split, amendments to the equity incentive plan, and approval of share issuances related to recent financings.

• All proposals are recommended for approval by the Board, with the intent to provide flexibility for capital structure management and support ongoing growth and liquidity.

• The meeting will be held virtually, and only stockholders of record as of the designated date 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, to be enacted at the Board's discretion if needed 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 increase for Incentive Stock Options.

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

• 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 will not affect the outcome.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals and has discretion to implement or abandon the reverse split if approved.

• Non-employee directors receive annual cash retainers and RSU awards, with additional grants for significant contributions.

• Board agreements include automatic renewal and provisions for equity awards vesting upon change of control or termination without cause.