MOBIX LABS, INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 1, 2025, we issued 297,000 shares of Class A Common Stock to one of the holders of our outstanding warrants upon that holder’s exercise pursuant to a cashless exercise provision. The warrant had an exercise price of $0.01 per share. No underwriting discounts and commissions were paid with respect to the foregoing transaction. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 3(a)(9) of the Securities Act because the warrants were exercised pursuant to a cashless exercise and no commission was paid for soliciting the exercise.

On April 10, 2025, we issued 166,875 shares of Class A Common Stock to one of our creditors in exchange for satisfaction of the Company’s debt owed to such creditor in the amount of $115. On May 9, 2025, we issued 79,709 shares of Class A Common Stock to RaGE Systems stockholders as partial settlement of liability under the RaGE Earnout. No underwriting discounts and commissions were paid with respect to the foregoing transactions. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because the issuance of securities to the recipients did not involve a public offering.