MOBIX LABS, INC

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

On January 1, 2025, we issued 248,188 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.

On January 1, 2025, we issued 563,100 shares of Class A Common Stock to RaGE Systems stockholders under the first tranche of the RaGE Earnout.

On January 2, 2025, we issued 10,000 shares of Class A Common Stock upon the vesting of RSUs.

On February 6, 2025, we issued 1,500,00 shares of Class A Common Stock to one of the holders of our outstanding warrants upon the exercise of a warrant for cash of $15,000. The warrant had an exercise price of $0.01 per share.

We issued an aggregate of 610,586 shares of Class A Common Stock, with (i) 77,236 shares issued on January 25, 2025, (ii) 33,350 shares issued on March 17, 2025, and (iii) 500,000 shares issued on March 21, 2025, to three of our vendors in settlement of unpaid accounts payable of $700.

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, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule.