Arxis, Inc.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Unregistered Sales of Equity Securities

On August 17, 2026, we closed on the transactions contemplated by the Agreement and Plan of Merger (the “Omnetics Merger”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”). These agreements were entered into on May 29, 2026 (the “Omnetics Merger Agreement”). The aggregate consideration for the Merger was based on an agreed enterprise value, which was $770.0 million, subject to customary closing adjustments.

(b) Use of Proceeds

As consideration for the Omnetics Merger, we issued 13,351,964 shares of Class A common stock, to the former shareholders of Omnetics (the “Omnetics Issuance”), and funded $8.0 million of cash escrow accounts pursuant to the Omnetics Merger Agreement. The Omnetics Issuance of the Company’s Class A common stock was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. The proceeds received for the Omnetics Issuance were used to fund the Omnetics Merger.

(c) Repurchases of Capital Stock

We did not repurchase any shares of Arxis, Inc. Class A common stock, in open market purchases during the three months ended September 30, 2026.