Mobix Labs: securities offering

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filed with the Securities and Exchange Commission on August 6, September 12, 2025

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date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

date of commencement of proposed sale to the public : From time to time after this registration statement becomes effective any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the

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in Rule 12b-2 of the Exchange Act. (Check one):

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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August 12, 2024, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-281492), as amended by Amendment No.

1 filed on August 26, 2024, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the "SEC")

on August 28, 2024 (as supplemented by the Prospectus Supplement No. 1 dated November 29, 2024 (the "Initial Registration Statement").

to Rule 429 under the Securities Act of 1933, this Registration Statement also constitutes a post-effective amendment to the Initial

Registration Statement (the "Post-Effective Amendment"), and such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus relating to an aggregate 15,373,309 shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock") which are registered hereby including the 5,956,835 shares of Class A Common Stock previously registered on the Initial Registration Statement.

TO COMPLETION, DATED AUGUST 6, 2025

prospectus relates to the registration of the resale or other distribution by the Selling Stockholders named herein of up to 15,373,309 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock") consisting of (a) up to an aggregate of 4,876,860 shares of Class A Common Stock that are issuable upon exercise of outstanding common warrants (the "Common Warrants") issued pursuant to a securities purchase agreement dated April 4, 2025 (the "April 2025 Purchase

Agreement"), (b) up to an aggregate of 5,755,396 shares of Class A Common Stock that are issuable upon the exercise of Series A and Series B warrants (together the "Existing Warrants") issued pursuant to a securities purchase agreement dated July 22,

2024 ("July 2024 Purchase Agreement"), (c) up to 201,439 shares of Class A Common Stock that are issuable upon the exercise of warrants issued or issuable to designees of H.C. Wainwright & Co., LLC, ("HCW") as placement agent in connection with the July 2024 Purchase Agreement (d) up to 682,760 shares of Class A Common Stock that are issuable upon the exercise of warrants issued to designees of Roth Capital Partners, LLC ("Roth") as placement agent in connection with the April 2025 Purchase Agreement and (e) up to 3,856,854 shares of Class A Common Stock (the "RaGE Shares") issued as consideration in connection with our acquisition of RaGE Systems, Inc. ("RaGE Systems"). We refer to the warrants issued to HCW and Roth as the "Placement

Agent Warrants." We refer to the Common Warrants, the Existing Warrants and the Placement Agent Warrants together as the "Warrants."

The Common Warrants, the Existing Warrants and the Placement Agent Warrants issued to Roth have an exercise price of $0.8202 per share and are currently exercisable. The Placement Agent Warrants issued to HCW are immediately exercisable and have an exercise price of $1.7375.

additional Placement Agent Warrants to purchase a number of shares of Class A Common Stock equal to 7% of the aggregate number of shares of Class A Common Stock issued upon such exercise of the Existing Warrants.

Stock covered by this prospectus in the section entitled " Plan of Distribution " on page 88. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

TO COMPLETION, DATED SEPTEMBER 12, 2025

information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission SEC is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TO 4,276,520 SHARES OF CLASS A COMMON STOCK

prospectus relates to the registration of the resale or other distribution by the selling stockholders named herein (the "Selling

Stockholders") of up to 4,276,520 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the

TO 15,373,309 "Class A Common Stock"), consisting of:

to 1,030,000 shares, which include (a) up to 880,000 shares issuable upon conversion of a secured convertible promissory note in the amount of $550,000, and (b) up to 150,000 commitment shares issued in connection with the secured convertible promissory note;

to 1,693,750 shares issued in connection with a loan for proceeds of approximately $600,000 comprised of (a) 193,750 total commitment shares, and (b) 1,500,000 pledged shares issued as additional collateral;

to 1,052,725 shares and 500,045 shares issuable upon exercise of a warrant issued to an investor for gross proceeds of approximately $1.0 million.

shares of Class A Common Stock that may be sold by the Selling Stockholders are collectively referred to in this prospectus as the "Offered

Securities." Our registration of the resale of the Offered Securities does not mean that the Selling Stockholders will offer or sell any of the Offered Securities.

will not receive any of the proceeds from the sale by the Selling Stockholders of shares any of Class A Common Stock. the Offered Securities. Upon any exercise of the Warrants warrant by payment of cash, however, we will receive the exercise price of the Warrants, warrant, which, if exercised in cash would result in gross proceeds to us of approximately $9.6 million. $480,000. However, we cannot predict when and in what amounts or if the Warrants warrant will be exercised by payments payment of cash, and it is possible that the Warrants warrant may expire and never be exercised, in which case we would not receive any cash proceeds. In addition, upon exercise of any of the Existing Warrants, We will pay HCW a cash fee equal to 8% of bear all costs, expenses and fees in connection with the gross proceeds received from registration of the exercise resale of the Existing Warrants (which includes a 1% management fee) and will also issue to HCW (or its designees) Offered Securities. The

Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of September 4, 2025. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 7.1% of the outstanding

Class A Common Stock as of September 4, 2025. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the

Selling Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses (collectively, the "Additional Prospectuses").

The sale of the shares offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities.

Selling Stockholders may offer and sell or otherwise dispose of the Class A Common Stock securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common

We provide more information about how the Selling Stockholders may sell the securities in the section titled "Plan of Distribution."

of a substantial number of shares of Class A Common Stock in the public markets, including by the Selling Stockholders, who obtained their shares at prices or values below the current market price, or the perception in the market that such sales could occur, could result in a significant decline in the public trading price of the Class A Common Stock.

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Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On July 31,

Warrants as reported on the Nasdaq was $0.104 per Public Warrant.

shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A

Common Stock as of July 31, 2025. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders, the shares would represent approximately 31% of the outstanding Class A Common Stock as of July 31, 2025. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling

Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses (collectively, the "Additional

Prospectuses"). The sale of the Class A Common Stock offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities.

shares of Class A Common Stock are listed on the Nasdaq Stock Market LLC ("Nasdaq") and our public warrants (the "Public

Warrants") are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On September 4, 2025, the last sale price of the Class A Common Stock as reported on the Nasdaq was $0.883 $1.06 per share and the last sale price of the Public Warrants as reported on Nasdaq was $0.12 per Public Warrant.

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in our securities involves certain risks, including those that are described in the section titled " Risk Factors "

beginning on page 5 of this prospectus.

in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission (the "SEC"), in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled "Risk Factors" on page 5 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement.

the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

date of this prospectus is , 2025.

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Plan of distribution 4 changes

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prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption " Selling Stockholders ," from time to time, of up to an aggregate of 15,373,309 shares of Class A Common Stock.

prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption "Selling Stockholders," from time to time, of up to an aggregate of 4,276,520 shares of Class A Common Stock. We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class A Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

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inability to timely regain compliance with the Nasdaq listing requirements, including the $1.00 minimum bid price requirement and to remain in compliance with the other Nasdaq listing requirements.

ability to remain in compliance with Nasdaq listing requirements.

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Forward-looking statements 37 changes

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RaGE Systems Acquisition

May 21, 2024, we completed the acquisition of RaGE Systems. RaGE Systems designs, develops and manufactures wireless systems solutions, including products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. We believe the acquisition of RaGE Systems expands our expertise in wireless communications and will allow us to deliver solutions that address a wider variety of applications and markets.

Aggregate consideration for the

acquisition of RaGE Systems consisted of 3,214,045 shares of our Class A Common Stock having a fair value of $7,682 at the closing date, and $2,000 in cash. We also entered into employment agreements with each of the RaGE Systems stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders are entitled to receive possible earn-out payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of the Company's Class A Common Stock, based upon both (i) the attainment of certain financial targets measured over calendar years 2024 and 2025 and (ii) continued employment with the Company (the "RaGE principal executive offices are located at 1 Venture, Suite 220, Irvine, CA 92618, and our telephone number at that location is (949) 808-8888. Our website address is https://www.mobixlabs.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

2024 Private Placement

July 22, 2024, we entered into the July 2024 Purchase Agreement with an institutional accredited investor (the "Investor") in connection with a private placement (the "2024 Private Placement"). Pursuant to the July 2024 Purchase Agreement, we issued an unregistered pre-funded warrant to purchase up to 2,877,698 unregistered shares of our Class A Common Stock. We also issued the Existing Warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock. We received gross proceeds from the 2024 Private Placement of $4 million, before payment of fees and expenses to the placement agent of $415,000. In August 2024, the Investor exercised the pre-funded warrant in full.

Existing Warrants are comprised of Series A warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series A Warrants") and Series B warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series B Warrants") that have a current exercise price of $0.8202. The Existing Warrants became exercisable at the current exercise price of $0.8202 beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. The Series A Warrants will expire on January 3, 2030 and the term of the Series B warrants which was originally set to expire on January 3, 2026, has been amended pursuant to the April 2025 Purchase Agreement and will now expire on April 3, 2026, as described in further detail below.

acted as the exclusive placement agent for us in connection with the 2024 Private Placement pursuant to an engagement letter, dated as of July 8, 2024, as amended on July 22, 2024, entered into by and between us and HCW (the "Engagement Letter"). As compensation in connection with the 2024 Private Placement, we paid HCW a cash fee equal to 7.0% of the gross proceeds of the 2024 Private Placement, a management fee equal to 1.0% of the gross proceeds of the 2024 Private Placement and non-accountable expenses in the amount of $85,000.

In addition, pursuant to the Engagement Letter, we issued warrants to HCW granting HCW the right to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our Class A Common Stock underlying the Existing Warrants). These warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on January in accordance with the Engagement Letter, upon exercise for cash of the Existing Warrants, we are obligated to pay HCW cash fees aggregating 8% of the gross exercise price and issue to HCW, warrants to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our Class A Common Stock underlying the Existing Warrants).

April 4, 2025, we entered into the April 2025 Purchase Agreement with the Investor. Pursuant to the April 2025 Purchase Agreement, on April 7, 2025, we issued to the Investor, 3,850,000 shares of Class A Common Stock and a pre-funded warrant to purchase up to 1,026,860 shares of Class A Common Stock (the "Pre-Funded Warrant") in a registered direct offering priced at-the-market under Nasdaq rules (the "Registered Direct Offering"). The public offering price for each share was $0.8202 and the public offering price for each pre-funded warrant was $0.8201.

with the Registered Direct Offering, in a concurrent private placement (together with the Registered Direct Offering, the "2025 Offering"), we issued to the Investor the Common Warrants to purchase up to 4,876,860 shares of the Company's Class A Common Stock. The Pre-Funded Warrant has an exercise price of $0.0001 per share, is exercisable immediately and may be exercised at any time.

The Common Warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 and will expire on May 30, 2030.

acted as the exclusive placement agent for us in connection with the 2025 Offering. The net proceeds we received from the 2025 Offering was $3.6 million, after payment of Roth's fees and expenses. As compensation for the 2025 Offering, we paid to Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the 2025 Offering. In addition, we issued to Roth (or its designees) Placement Agent Warrants to purchase up to 682,760 shares of Class A Common Stock equal to 7.0% of aggregate number of Class A Common Stock issued in the 2025 Offering at an exercise price of $0.8202.

Placement Agent Warrants issued to Roth became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 , and will expire on April 4, 2030, and are not transferable for 180 days (i.e. before October 1, 2025) beginning April 4, 2025 (the date of entering into the April 2025 Purchase Agreement).

connection with the 2025 Offering, we also amended the outstanding Existing Warrants, issued in connection with the 2024 Private Placement and reduced the exercise price of the Existing Warrants from $1.39 per share to $0.8202 per share. We also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

the April 2025 Purchase Agreement, we agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto until 60 days after the stockholder approval date, subject to certain exceptions. In addition, we agreed not to effect or enter into an agreement to effect any issuance of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock involving a variable rate transaction (as defined in the April 2025 Purchase Agreement) until August 29, 2025, subject to certain exceptions.

to the 2024 Private Placement, we entered into a registration rights agreement (the "July 2024 Registration Rights Agreement") and are offering pursuant to this prospectus the shares underlying the Existing Warrants pursuant to the July 2024 Registration Rights Agreement. Furthermore, pursuant to the April 2025 Purchase Agreement, we agreed to file a resale registration statement with the SEC by May 19, 2025 to register the resale of the Class A Common Stock issuable upon exercise of the Common Warrants. We are required to use commercially reasonable efforts to have such registration statement declared effective by the SEC by October 5, 2025.

may in the future seek additional equity or debt financing. While we may seek to raise additional capital, we cannot assure you that the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to our existing stockholders may result. The sale of a substantial percentage of the securities being offered pursuant to this prospectus, together with the sale of shares being offered pursuant to the Additional Prospectuses, or the perception that these sales could occur, may make it more difficult for us to issue additional equity financing on favorable terms, or at all. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our Class A Common Stock. If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders.

The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

addition to the April 2025 Offering described above, since March 31, 2025, we had additional financing activity to fund our operations, consisting of the issuance of $1,561,000 notes payable and agreements for the sale and purchase of future receipts of $1,000,000.

August 2025, we completed a series of financing transactions that enhance our working capital position and provide additional financial flexibility.

2025 Warrant Exercise Inducement

September 3, 2025, we entered into a warrant exercise inducement offer letter (the "Inducement Letter") with a holder (the "Holder") of outstanding warrants to purchase shares of our Class A Common Stock. Pursuant to the Inducement Letter, the Holder exercised for cash warrants to purchase 5,486,467 shares of our common stock, consisting of (i) 1,484,953 shares underlying the Series A Common Stock Purchase Warrants (the "Series A Warrants"), (ii) 1,484,952 shares underlying the Series B Common Stock Purchase Warrants (the "Series B Warrants," and together with the Series A Warrants, the "Existing Warrants", and (iii) 2,516,562 shares underlying warrants we issued in April 2025 (the "Common Warrants") to the Holder, at the current exercise price of $0.8202 per share. We received gross proceeds of approximately $4.5 million from the exercise of these warrants.

consideration for the Holder's agreement to exercise the warrants for cash, we agreed to issue to the Holder new warrants (the "Inducement Warrants") to purchase up to an aggregate of 8,229,701 shares of our Class A Common Stock at an exercise price of $1.08 per share. The Inducement Warrants will become exercisable upon stockholder approval and will expire five years from the initial exercise date.

addition, we amended the Series B Warrants held by the Holder and not exercised pursuant to the Inducement Letter, extending their expiration date to April 3, 2030.

Capital Partners, LLC ("Roth") acted as our financial advisor in connection with the transactions described above. We have agreed to pay Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds from the exercise of the warrants and to issue to Roth warrants to purchase up to 384,053 shares of our Class A Common Stock (representing 7.0% of the sum of the warrants exercised) at an exercise price of $1.08 per share.

August 13, 2025, we entered into a Securities Purchase Agreement with Lendspark Corporation (the "Lendspark Purchase Agreement"), pursuant to which we issued a senior secured promissory note (the "Lendspark Note") in the principal amount of $550,000.

The Lendspark Note bears a fixed annual interest rate and matures 12 months from issuance. As part of the financing, we issued 150,000 shares of Class A Common Stock as commitment shares (the "Lendspark Commitment Shares"), granted customary registration rights and provided a first-priority security interest in substantially all of our and our subsidiaries' assets, subject to permitted liens. The Lendspark Note is convertible at the option of Lendspark, into up to 2,500,000 shares of Class A Common Stock (the "Lendspark Conversion Shares") at a fixed conversion price of $0.70 per share, subject to adjustment for stock splits, dividends, combinations, or similar events.

Lendspark Note also contains "make-whole" provisions, which require us to issue additional shares of Class A Common Stock (the "Lendspark Make-Whole Shares," and together with the Lendspark Commitment Shares and the Lendspark Conversion Shares, the "Lendspark Shares") (or, if necessary, make cash payments) to Lendspark if (i) we issue or sell shares or certain convertible securities to third parties at a price below $0.70 per share, subject to certain exceptions, including issuances in connection with mergers, acquisitions, or strategic transactions, and (ii) or if the price of our Class A Common Stock is lower at the time we are required to issue the Lendspark Commitment Shares without a legend than the price on the date of the Lendspark Purchase Agreement.

maximum number of shares issuable under the terms of the Lendspark Note is subject to a beneficial ownership limitation of 4.99% and an exchange cap of 5,747,105 shares, which amount may be increased if we obtain stockholder approval of an increase in the exchange cap.

The aggregate cash payments under the make-whole provisions are capped at $700,000.

August 13, 2025, we entered into a Business Loan and Security Agreement (the "Maxim Agreement") with Maximcash Solutions LLC ("Maxim"), pursuant to which we received $600,000 in loan proceeds. The loan is secured by a security interest in all of our assets. Maxim was also granted customary registration rights.

part of the financing, we issued 193,750 shares of Class A Common Stock to Maxim as commitment shares (the "Maxim Commitment Shares"). In addition, we pledged 1,500,000 shares of Class A Common Stock (the "Maxim Pledge Shares" and together with the Maxim Commitment Shares, the "Maxim Shares") as additional collateral under a stock pledge agreement (the "Maxim Stock Pledge Agreement"). The Maxim Pledge Shares may only be transferred or sold by Maxim in the event of a default under the Maxim Agreement. While the Maxim Pledge Shares are held as collateral, Maxim has been granted an irrevocable proxy to vote such shares.

2025 Stock Purchase Agreement

August 15, 2025, we entered into a Stock Purchase Agreement with an accredited investor for the sale of 1,052,725 shares of Class A Common Stock (the "Accredited Investor Shares") at a price of $0.95 per share resulting in gross proceeds of approximately $1.0 million. The investor also received a warrant (the "Accredited Investor Warrant") to purchase 500,045 shares of Class A Common Stock at $0.96 per share, which is exercisable for three years.

are registering for resale the Lendspark Shares, the Maxim Shares, the Accredited Investor Shares and the shares underlying the Accredited Investor Warrant pursuant to this prospectus.

intend to make an offer to Peraso, Inc.'s ("Peraso") stockholders to acquire all outstanding shares of common stock of Peraso in a cash and stock transaction. This offer is subject to the satisfaction of several conditions, including obtaining necessary regulatory approvals on acceptable terms, compliance with securities laws and Nasdaq rules, and obtaining financing on acceptable terms. There can be no assurance that all necessary conditions will be met or the timing of the offer. As a result, there is no certainty that the offer will be completed as proposed or at all.

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The offering 10 changes

Selling Stockholders identified in this prospectus are offering on a resale basis a total of 15,373,309 shares of Class A Common Stock consisting of (a) 4,876,860 shares of Class A Common Stock that are issuable upon exercise of the Common Warrants, (b) 5,755,396 shares of Class A Common Stock issuable upon the exercise of the Existing Warrants, (c) 201,439 shares of Class A Common Stock that are issuable upon the exercise of Placement Agent Warrants (d) 682,760 shares of Class A Common Stock that are issuable upon the exercise of the Placement Agent Warrants and (e) 3,856,854 shares of Class A Common Stock issued as consideration in connection with our acquisition of RaGE Systems, as more fully described below.

to 15,373,309 shares of Class A Common Stock.

shares (as of July 31, 2025).

shares (as of July 31, 2025).

of Class A Common Stock offered by the Selling Stockholders Stockholder

to 4,276,520 shares of Class A Common Stock, consisting of up to: (i) 150,000 Lendspark Commitment Shares, (ii) 880,000 Lendspark Conversion Shares, (iii) 193,750 Maxim Commitment Shares, (iv) 1,500,000 Maxim Pledge Shares, (v) 1,052,725 Accredited Investor Shares and (vi) 500,045 shares underlying the Accredited Investor Warrant.

of Class A Common Stock outstanding

shares (as of September 4, 2025).

of Class B Common Stock outstanding

shares (as of September 4, 2025).

Risk factors 24 changes

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For the fiscal years ended September 30, 2024 and 2023, we incurred losses from operations of $46.4 million and $35.5 million, respectively, and for the six nine months ended March 31, June 30, 2025, we incurred a loss from operations of $22.5 $30.5 million. As of March 31, June 30, 2025, we had an accumulated deficit of $126.6 $134.9 million. Since then, we have continued to incur losses from operations, and we expect this trend to persist, along with negative cash flows from operations, for the foreseeable future.

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future success depends on our ability to retain key employees, and to attract, retain and motivate qualified personnel.

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Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in the financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

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did not design and maintain effective controls to identify and account for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions.

did not design and maintain effective controls to identify and account for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain effective controls to (i) timely identify, account for and value business combinations and asset acquisitions, including the associated tax implications and (ii) timely identify, account for and value financing arrangements.

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These deficiencies did not result in a misstatement to the financial statements.

material weaknesses resulted in adjustments to revenue, accrued expenses, general and administrative expenses, inventory, costs of products sold, the accounting for and classification of redeemable convertible preferred stock, founders preferred and common stock, stock-based compensation expense, other current assets, income tax expense and deferred tax liabilities, as well as the purchase price allocation for the business combination, as of and for the years ended September 30, 2022 and 2021; and, adjustments to stock-based compensation expense, accrued expenses, other current liabilities and the PIPE make-whole liability, as well as the purchase price allocations for our business combinations as of and for the interim periods ended December 31, 2023 and June 30, 2024, and as of and for the year ended did not design September 30, 2024; and, maintain effective IT general controls for information systems that are relevant an adjustment to the preparation number of the financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation shares of duties and to adequately restrict user and privileged access to appropriate personnel, (iii) computer operations controls to ensure that processing our Class B Common Stock reported as issued and transfer outstanding as of data, and data backups and recovery are monitored, and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately. June 30, 2025.

did not design and maintain effective IT general controls for information systems that are relevant to the preparation of the financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored, and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately. These deficiencies did not result in a misstatement to the financial statements.

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the event that we are unable to regain compliance with Nasdaq's continued listing standards, Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

The Notice has no immediate effect on the listing or trading of our shares of Class A Common Stock on Nasdaq. We have until October 27, 2025 to regain compliance. If we are not in compliance with the Minimum Bid Price Requirement by October 27, 2025, we may qualify for a second 180 calendar day compliance period. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the second 180 calendar day period our shares will be subject to delisting from Nasdaq.

failure to maintain compliance with Nasdaq's continued listing requirements could result in the delisting of shares of our Common our Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement"). On April 28, 2025, we received a delinquency notification letter (the "Notice") from Nasdaq's Listing Qualifications Staff (the "Staff") due to the non-compliance with Nasdaq Listing Rule 5550(a)(2) as a result of our failure to maintain the Minimum Bid Price Requirement. The Notice stated that, as of its date, the stock price of the Class A Common Stock was below $1.00 for 30 consecutive business days.

are also required to maintain a minimum market capitalization (generally $35 million) and a minimum number of holders of our listed securities (generally 400 public holders). On April 28, 2025, we received a delinquency notification letter (the "MVLS Notice") from the Staff due to the non-compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities ("MVLS") of $35 million. While we are currently in compliance with the MVLS requirement, there can be no assurance that we will continue to remain in compliance with this standard or the other listing standards of Nasdaq.

we are currently in compliance with the MVLS and Minimum Bid Price Requirement, there can be no assurance that we will continue to remain in compliance with this standard or the other listing standards of Nasdaq.

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economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and changes in accounting standards, policies, guidelines, interpretations or principles.

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April 15, 16, 2024 and March 28, 2025, we filed a registration statement statements on Form S-8 under the Securities Act with the SEC to register shares of our Class A Common Stock that may be issued under our equity incentive plans from time to time, as well as any shares of our Class A Common Stock underlying outstanding options and restricted stock units ("RSUs") that have been granted or promised to our directors, executive officers and other employees, all of which are subject to time-based vesting conditions. Shares registered under these registration statements will be available for sale in the public market upon issuance subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates.

we have filed registration statements (the "Resale Registration Statements") registering the resale of up to 38,240,486 41,279,262 shares of Class A Common Stock, which also includes shares issuable under outstanding convertible securities including outstanding warrants, options and shares of our Class B Common Stock, by certain of our stockholders. Sales of our Class A Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the trading price of our Class A Common Stock to fall and make it more difficult for you to sell shares of Class A Common Stock at a time and price that you deem appropriate.

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of July 31, 2025, we have warrants outstanding, which are exercisable to purchase an aggregate of 21,458,386 shares of our Class A Common Stock for prices ranging from $0.01 to $5.79 per share (subject to adjustments as set forth in the applicable warrants).

of September 4, 2025, we have warrants outstanding, which are exercisable to purchase an aggregate of 25,085,718 shares of our Class A Common Stock for prices ranging from $0.01 to $5.79 per share (subject to adjustments as set forth in the applicable warrants). To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Class A Common Stock.

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Certificate of Incorporation as amended (the " Charter ) and Bylaws provide, that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of us to us or the stockholders, (c) any civil action to interpret, apply or enforce any provision of the Delaware General Corporation Law, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Charter or the Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases, subject to the court having personal jurisdiction over the indispensable parties named as defendants, provided, however, that the foregoing would not apply to any causes of action arising under the Securities Act or the Exchange Act; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and the rules and regulations promulgated thereunder, provided, however, that the foregoing will not apply to any action asserting claims under the Exchange Act; (iii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of us will be deemed to have notice of and consented to these provisions; and (iv) failure to enforce the foregoing provisions would cause us irreparable harm, and it would be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Nothing in our Charter or Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

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that so long as any shares of Class B Common Stock remain outstanding, the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding will be entitled to elect three members of the board of directors ("Class B Directors") and for so long as there are three Class B Directors, each class will contain no more than one Class cumulative voting in the election of directors, which limits the ability of minority stockholders to elect B Director; candidates;

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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a supermajority vote of stockholders to amend certain provisions of the Charter or the Bylaws;

a supermajority vote of stockholders to amend certain provisions of the Charter or the Bylaws; and provide the right of the Board to make, alter or repeal the Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt.

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Use of proceeds 9 changes

will not receive any of the proceeds from the sale of the Class A Common Stock by the Selling Stockholders. Certain of the shares offered hereby are issuable upon the exercise of the Warrants. Upon exercise of such Warrants for cash, we will receive the applicable cash exercise price paid by the holders of the Warrants for gross proceeds of approximately $9.6 million (assuming the full exercise of the Warrants).

However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

addition, upon exercise of any of the Existing Warrants for cash and in accordance with the Engagement Letter entered into in connection with the July 2024 Private Placement, we are obligated to pay HCW cash fees aggregating 8% of the gross exercise price and issue to HCW, the Private Placement Warrants to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our common stock underlying the Existing Warrants).

prospectus relates to the shares of Class A Common Stock that may be offered and sold from time to time by the Selling Stockholders.

All of our shares offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their own accounts. We will not receive any of the proceeds from these sales. Assuming the subsequent exercise of the Accredited Investor Warrant for cash, we will receive an aggregate of approximately $480,000 in gross proceeds from the exercise of the Accredited Investor Warrant.

However, no assurance can be given that the Accredited Investor Warrant will ever be exercised. We intend to use any proceeds received by us from the cash exercise of the Warrants, Accredited Investor Warrant, if any, for working capital, potential future acquisitions of complementary businesses, products, services, or technologies, and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at this time. We will have broad discretion over the use of any proceeds from the exercise of the Warrants. Accredited Investor Warrant. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any Warrants. the Accredited Investor Warrant.

Selling Stockholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurred by such Selling Stockholders, as applicable, in disposing of their shares of Class A Common Stock, and we will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.

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July 31, September 4, 2025, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $0.883 $1.06 per share and $0.104 $0.12 per warrant, respectively.

of July 31, September 4, 2025, there were 49,984,338 58,613,868 shares of Class A Common Stock outstanding held of record by 252 249 holders, 4,750,000 2,004,901 shares of Class B Common Stock outstanding held of record by 5 holders and Public Warrants to purchase 6,000,000 shares of Class A Common Stock outstanding held of record by 1 holder. 16 holders. The number of record holders does not include The Depository Trust Company participants or beneficial owners holding shares or Public Warrants through banks, brokers, other financial institutions or other nominees.

Dividend policy 101 changes

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Impairment of long-lived assets

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Other non-operating losses, net

Income (loss) before income taxes

Net and comprehensive income (loss)

Deemed dividend from warrant price adjustment

Net income (loss) available to common stockholders

to common stockholders

Net loss per share of Class A and Class B Common Stock:

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the Mobix Labs' history of net losses and the valuation allowance recorded against its deferred tax assets, the pro forma adjustments to the unaudited pro forma condensed combined statement of operations resulted in no additional income tax adjustment.

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connection with the 2025 Offering, we also amended the outstanding Existing Warrants, issued in connection with the 2024 Private Placement and reduced the exercise price of the Existing Warrants from $1.39 per share to $0.8202 per share. We also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MOBIX LABS following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the related notes thereto included in this prospectus. Certain information included in this discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results may differ materially from those projected or implied by the forward-looking statements. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See the sections titled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. All amounts presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations of Mobix Labs" are in thousands, except numbers of shares and per share amounts.

amounts presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations of Mobix Labs" are in thousands, except numbers of shares and per share amounts.

in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave ("mmWave") 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits ("ICs") targeting the commercial, industrial, and defense and aerospace sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. Our True Xero active optical cables ("AOCs") are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

December 21, 2023, we consummated the merger pursuant to the business combination agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the "Business Combination Agreement"), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant ("Merger Sub"), and Mobix Labs, Inc. ("Legacy Mobix"), a Delaware corporation, pursuant to which, among other things, Merger Sub merged with and into Legacy Mobix, with Legacy Mobix surviving the merger as a wholly-owned direct subsidiary of Chavant (together with the other transactions related thereto, the "Merger"). In connection with the consummation of the Merger (the "Closing"), Chavant changed its name from "Chavant Capital Acquisition Corp." to "Mobix Labs, Inc." (the "Company") and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix Labs Operations, Inc."

December 21, 2023, this discussion, unless otherwise noted or otherwise suggested by context, all references to "we," consummated the Merger pursuant "us" or "our" refer to the Business Combination Agreement, by and among Chavant, Merger Sub, and Legacy Mobix In connection with prior to the Closing consummation of the Merger, Chavant changed its name from "Chavant Capital Acquisition Corp." and to "Mobix Labs, Inc." the Company and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix subsidiaries after the consummation of the were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5G products by designing and developing high performance, cost-effective and ultra-compact semiconductor components and solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in diverse industry sectors, including aerospace, military, defense, medical and high reliability ("HiRel") technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property ("IP") portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

2021, we completed the acquisition of substantially all of the assets including IP of Cosemi Technologies, Inc. ("Cosemi"), an Irvine, California-based global supplier of high-speed connectivity solutions. The acquired products and IP included a broad range of AOCs and optical engines that deliver optimal connectivity to a wide range of applications—including home entertainment, gaming, augmented reality and virtual reality, video conferencing, medical, mobile devices and monitors—and built the foundation for our current connectivity business. We believe the patented cable technology and AOC optical chip solutions from Cosemi along with our innovative wireless semiconductor technologies provide more opportunities in the wireless C-Band and mmWave 5G market as the need for faster, more reliable data transmission becomes ever more apparent, whether it is for the data center, infrastructure, home entertainment or consumer electronics market.

April 4, 2025, we entered into a securities purchase agreement (the April "2025 Securities Purchase Agreement") with the an institutional accredited investor. Pursuant to the April 2025 Securities Purchase Agreement, on April 7, 2025 we issued 3,850,000 shares of Class A Common Stock and the a pre-funded warrant to purchase up to 1,026,860 shares of our Class A Common Stock in a registered direct offering (constituting part of priced at-the-market under Nasdaq rules (the 2025 "Registered Direct Offering"). The public offering price for each share was $0.8202 and the public offering price for each pre-funded warrant was $0.8201. Simultaneous In addition, in a concurrent private placement (together with the Registered Direct Offering, the Company conducted a private placement as part of the "April 2025 Offering"), and we issued unregistered common stock warrants (the "Common Warrants") to purchase up to 4,876,860 shares of our Class A Common Stock. The pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and may be exercised at any time. The Common Warrants have an exercise price of $0.8202 and became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 and will expire on May 30, acted as the exclusive placement agent for us in connection with the 2025 Offering. In the 2025 Offering, we received net proceeds of $3.2 million, after payment of Roth's fees and expenses. As compensation for the 2025 Offering, we paid to Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the 2025 Offering. In addition, we also issued to Roth (or its designees) to purchase up to 682,760 shares of Class A Common Stock equal to 7.0% of aggregate number of Class A Common Stock issued in the 2025 Offering at an exercise price of $0.8202. 2030.

The net proceeds to us from the April 2025 Offering were $3,645, after payment of the placement agent's fees of $355.

connection with the April 2025 Offering, we also amended the outstanding PIPE Common Warrants, as discussed below under July 2024 Private also issued the placement agent warrants issued to Roth purchase an aggregate of 682,760 shares of Class A Common Stock. These warrants have an exercise price of $0.8202 per share, and became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, and will expire on April 4, 2030 and are not transferable for 180 days (i.e. before prior to October 1, 2025. beginning April 4, 2025 (the date of entering into the April 2025 Purchase Agreement).

the April 2025 Securities Purchase Agreement, we agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto until 60 sixty days after the stockholder approval date, subject to certain exceptions. In addition, we agreed not to effect or enter into an agreement to effect any issuance of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock involving a variable rate transaction (as defined in the April 2025 Securities Purchase Agreement) until August 29, 2025, subject to certain exceptions.

April 28, 2025, we received a delinquency notification letter (the "MVLS Notice") from Nasdaq's Listing Qualifications Staff (the "Staff") due to the non-compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities ("MVLS") of $35 million (the "MVLS Requirement"). The MVLS Notice stated that, as of its date, the MVLS was below $35 million for 30 consecutive business days. On May 20, 2025, the Company received a letter from Nasdaq notifying the Company that they were in compliance with the MVLS Requirement.

addition, on April 28, 2025, we received a delinquency notification letter (the "Bid Price Notice") from the Staff due to the non-compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement"). The Bid Price Notice stated that, as of its date, the stock price of our Class A Common Stock was below $1.00 for 30 consecutive business days. As of September 12, 2025 the Company is in compliance with the Minimum Bid Price Requirement.

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acted as the exclusive placement agent for us in connection with the 2024 Private Placement pursuant to the Engagement Letter. As compensation in connection with the 2024 Private Placement, we paid HCW a cash fee equal to 7.0% of the gross proceeds of the 2024 Private Placement, a management fee equal to 1.0% of the gross proceeds of the 2024 Private Placement and non-accountable expenses in the amount of $85,000.

In addition, pursuant to the Engagement Letter, we issued warrants to HCW granting HCW the right to purchase up to 201,439 shares of our Class A Common Stock. These warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on January 3, 2025.

in accordance with the Engagement Letter, upon exercise for cash of the Existing Warrants, we are obligated to pay HCW cash fees aggregating 8% of the gross exercise price and issue to HCW, warrants to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our Class A Common Stock underlying the Existing Warrants).

connection with the 2024 Private Placement, on July 22, 2024, we entered into a securities purchase agreement (the July 2024 "Securities Purchase Agreement") with the an institutional accredited investor in connection with a private placement (the "Private Placement"). Pursuant to the July 2024 Securities Purchase Agreement, on July 24, 2024, we issued an unregistered pre-funded warrant (the "Pre-Funded warrants Warrant") to purchase up to 2,877,698 unregistered shares of our Class A Common Stock. We also issued the Existing unregistered warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock ("PIPE Common Warrants"). We received gross proceeds from the 2024 Private Placement of $4 million, $4,000, before payment of fees and expenses to HCW the placement agent of $415,000. $415. In August 2024, the investor exercised the Pre-Funded Warrant in full, for net cash proceeds to us of $3.

PIPE Common Warrants are comprised of Series A Warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series A Warrants") and Series B Warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series B Warrants").

Existing Warrants (comprised As part of the April 2025 Offering, we amended the outstanding Series A Warrants and Series B Warrants to purchase up to 2,877,698 shares of Class A Common Stock each) have an reduce the exercise price of from $1.39 per share to $0.8202 The Existing Warrants per share, which became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. at an exercise price of $0.8202. The Series A Warrants will expire on January 3, 2030 and We also extended the term of the Series B Warrants which was originally set to expire on from January 3, 2026 has been amended pursuant to the April 2025 Purchase Agreement and will now expire on April 3, 2026. as described in further detail above. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

connection with the Private Placement, we paid the placement agent fees and expenses of $415 and issued the placement agent warrants to purchase an aggregate of 201,439 shares of our Class A Common Stock (the "Placement Agent Warrants"). The Placement Agent Warrants have an exercise price of $1.7375 per share, became exercisable beginning on the effective date of stockholder approval, which was obtained on January 3, 2025, and will expire on January 3, 2030. Moreover, upon any exercise for cash of the PIPE Common Warrants, we will pay the placement agent cash fees aggregating 8% of the gross proceeds received from the exercise of the PIPE Common Warrants and will also issue to the placement agent additional Placement Agent Warrants to purchase a number of shares of our Class A Common Stock equal to 7.0% of the aggregate number of shares of our Class A Common Stock issued upon such exercise of the PIPE Common Warrants.

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consideration for the acquisition of RaGE Systems consisted of 3,214,045 shares of our Class A Common Stock, having a fair value of $7,682 at the closing date, and $2,000 in cash. We also entered into employment agreements with each of the RaGE Systems stockholders. The RaGE Systems stockholders will also be entitled to receive possible earnout payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of our Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with us. The RaGE Systems business combination agreement also provides the RaGE Systems stockholders with "piggy-back" registration rights, subject to certain requirements and customary conditions.

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the six nine months ended March 31, June 30, 2025, we had additional financing activity, consisting of the issuance of notes payable, agreements for the sale and purchase of future receipts and sales of shares of our Class A Common Stock. See "Liquidity and Capital Resources," below, and our unaudited condensed consolidated financial statements and below for further details.

August 13, 2025, we entered into a Securities Purchase Agreement with Lendspark, pursuant to which we issued the Lendspark Note in the principal amount of $550,000. The Lendspark Note bears a fixed annual interest rate and matures 12 months from issuance. As part of the financing, we issued 150,000 shares of Class A Common Stock as commitment shares, granted customary registration rights, and provided a first-priority security interest in substantially all of our assets, subject to permitted liens. The Lendspark Note is convertible at the option of Lendspark, into up to 2,500,000 shares of our Class A Common Stock at a fixed conversion price of $0.70 per share. In addition, the Lendspark Note contains "make-whole" provisions that require us to issue a limited number of additional shares or make cash payments under certain circumstances.

August 13, 2025, we also entered into the Maxim Agreement, pursuant to which we received $600,000 of loan proceeds secured by all of our assets. In connection with this financing, we issued a total of 193,750 shares of Class A Common Stock as commitment shares and pledged 1,500,000 shares of Class A Common Stock as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

on August 15, 2025, we entered into a Stock Purchase Agreement with an accredited investor for the sale of 1,052,725 shares of Class A Common Stock at a price of $0.95 per share, resulting in gross proceeds of approximately $1.0 million. The investor also received a warrant to purchase 500,045 shares of Class A Common Stock at $0.96 per share, which is exercisable for three years.

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a result of the Merger, we raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant's trust account and the $19,750 private investment in public equity ("PIPE") at $10.00 per share of Chavant's Class A Common Stock. Our Class A Common Stock and Public Warrants ("Public Warrants") began trading on Nasdaq under the symbols "MOBX" and "MOBXW," respectively, on December 22, 2023.

of the Three Months and Six Nine Months Ended March 31, June 30, 2025 and 2024 (dollars in thousands) Three months ended March 31, June 30, Change 2025 2024 $ % Net revenue $ 2,511 2,350 $ 1,145 2,058 $ 1,366 119 292 14 % Cost of revenue 1,491 57 1,001 1,327 (326 ) (25 )% Gross profit 1,020 428 1,349 85 % Operating expenses:

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of long-lived assets

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Private placement costs expensed

Other non-operating (gains) losses, net

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Net loss and comprehensive loss

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months ended June 30,

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of long-lived assets

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Private placement costs expensed

Other non-operating losses, net

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Income tax (benefit)

Net loss and comprehensive loss

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derive our net revenue primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the six nine months ended March 31, June 30, 2025 and 2024). Sales and other taxes we collect, if any, are excluded from net revenue. We include shipping and handling fees we bill to customers as part of net revenue. We include shipping and handling costs associated with outbound freight in cost of revenue. Our net revenue fluctuates based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competition, global economic conditions, and other factors.

net revenue was $2,511 $2,350 for the three months ended March 31, June 30, 2025 compared to $1,145 $2,058 for the three months ended March 31, June 30, 2024, an increase of $1,366 $292 or 119%. 14%. The increase principally reflects increased sales of our interconnect products and the addition of sales of our wireless systems solutions, which we acquired in our May 2024 acquisition of RaGE Systems, partly offset by lower sales of interconnect products and AOCs.

the six nine months ended March 31, June 30, 2025, our net revenue was $5,680 $8,030 compared to $1,430 $3,488 for the six nine months ended March 31, June 30, 2024, an increase of $4,250 $4,542 or 297%. 130%. The increase principally reflects the addition of sales of our wireless systems solutions (acquired in our May 2024 acquisition of RaGE Systems) and increased sales of our interconnect products (acquired in our December 2023 acquisition of EMI Solutions). partly offset by lower sales of AOCs.

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of revenue was $1,491 for the three months ended March 31, 2025 compared to $952 for the three months ended March 31, 2024, an increase of $539 or 57%. The change principally reflects the addition of sales of our wireless systems solutions and interconnect products as discussed above.

of revenue was $2,973 for the six months ended March 31, 2025 compared to $1,281 for the six months ended March 31, 2024, an increase of $1,692 or 132%. The change principally reflects the addition of sales of our wireless systems solutions and, to a lesser extent, lower sales of interconnect products and AOCs.

of revenue was $1,001 for the three months ended June 30, 2025 compared to $1,327 for the three months ended June 30, 2024, a decrease of $326 or 25%. The change principally reflects lower sales of our AOCs, as discussed above, including lower amortization expense for AOC-related intangible assets which the Company impaired subsequent to June 30, 2024.

of revenue was $3,974 for the nine months ended June 30, 2025 compared to $2,608 for the nine months ended June 30, 2024, an increase of $1,366 or 52%. The increase principally reflects the addition of sales of our wireless systems solutions and increased sales of interconnect products. These increases were partly offset by the impact of lower sales of AOCs, including lower amortization expense for AOC-related intangible assets which the Company impaired subsequent to June 30, 2024.

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and development expenses were $1,330 for the six months ended March 31, 2025 compared to $2,959 for the six months ended March 31, 2024, a decrease of $1,629 or 55%. The decrease principally reflects lower costs for outside services, lower stock-based compensation expense and lower employee compensation and benefits resulting from the workforce and cost reduction actions taken during the fiscal year ended September 30, 2024. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

and development expenses were $719 $486 for the three months ended March 31, June 30, 2025 compared to $1,397 $1,369 for the three months ended March 31, June 30, 2024, a decrease of $678 $883 or 49%. 64%. The decrease principally reflects lower costs for outside services, lower employee compensation and benefits and lower stock-based compensation expense resulting from the workforce and cost reduction actions taken during the fiscal year ended and development expenses were $1,816 for the nine months ended June 30, 2025 compared to $4,328 for the nine months ended June 30, 2024, a decrease of $2,512 or 58%. The decrease principally reflects lower costs for outside services, lower stock-based compensation expense and lower employee compensation and benefits resulting from the workforce and cost reduction actions taken during the fiscal year ended September 30, 2024. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

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general and administrative expenses were $23,835 for the six months ended March 31, 2025 compared to $23,021 for the six months ended March 31, 2024, an increase of $814. The increase reflects a $2,219 charge for estimated amounts payable under the RaGE Earn-out, the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024 and increased stock-based compensation expense. These amounts were partly offset by lower compensation and benefits and decreases in outside professional fees and insurance costs. Stock based-compensation expense for the six months ended March 31, 2024 included the impact of certain awards whose vesting is contingent on both the completion of the Merger and the satisfaction of a service condition. Upon completion of the Merger, we recognized a "catch-up" of stock-based compensation expense of $10,858 for the portion of the service period that had elapsed from the date of the awards through December 31, 2023. During the six months ended March 31, 2025, we recognized additional stock-based compensation expense of $6,917 resulting from the acceleration of certain stock-based compensation awards.

general and administrative expenses were $8,208 for the three months ended June 30, 2025 compared to $8,710 for the three months ended June 30, 2024, a decrease of $502 or 6%. The decrease principally reflects lower costs under the RaGE Earnout, lower costs for outside legal and accounting services and lower insurance cost. These amounts were largely offset by higher stock-based compensation expense.

general and administrative expenses were $8,129 $32,043 for the three nine months ended March 31, June 30, 2025 compared to $7,358 $31,731 for the three nine months ended March 31, June 30, 2024, an increase of $771. $312 or 1%. The increase principally reflects higher increased stock-based compensation expense, a $573 charge for estimated amounts payable under the RaGE Earn-out, losses on the disposal of assets and the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024 These amounts were partly offset by lower compensation and benefits and lower outside professional fees. losses on the disposal of assets.

These amounts were partly offset by lower costs for outside professional fees and lower compensation and benefits.

of Long-Lived Assets

March 2025, the Company vacated a leased 19,436 square foot office in Irvine, California and in April 2025 the lease was terminated.

As a result, during the three months ended June 30, 2025, the Company recognized an impairment loss of $725 to reduce the carrying value of this asset group to its estimated fair value. See Note 12— Leases , of the notes to our unaudited condensed consolidated financial statements included herein.

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expense was $274 $547 for the three months ended March 31, June 30, 2025 compared to $248 $127 for the three months ended March 31, June 30, 2024, an increase of $26 $420 or 10%. 331%. The increase principally reflects higher outstanding borrowings and higher interest rates on outstanding borrowings during the three months ended June 30, 2025.

expense was $485 $1,032 for the six nine months ended March 31, June 30, 2025 compared to $1,105 $1,232 for the six nine months ended March 31, June 30, 2024, a decrease of $620 $200 or 56%. 16%. The decrease principally reflects higher costs in the six nine months ended March 31, June 30, 2024 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings, which were largely offset by higher outstanding borrowings and higher interest rates on borrowings during the three months ended June 30, 2025.

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estimated the fair value of the earnout liability as of the Closing of the Merger at $33,559. As of March 31, June 30, 2025, none of the conditions for the issuance of any earnout shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $1,400. $1,190. As a result of changes in the estimated fair value of the liability, we recognized non-cash gains of $2,220 $210 and $5,174, $661, respectively, for the three months ended March 31, June 30, 2025 and 2024 and non-cash gains of $280 $490 and $29,938, $30,599, respectively, for the six nine months ended March 31, June 30, 2025 and 2024. The changes in the estimated fair value of the earnout liability are principally due to changes in price of our Class A Common Stock during the respective periods.

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account for the PIPE Common Warrants and the Private Warrants as liabilities because they do not meet the derivative scope exception for contracts in our own stock. We estimate the aggregate fair value of the 5,755,396 PIPE Common Warrants using the Black-Scholes option-pricing model. As of March 31, 2025, we adjusted the carrying amount of the liability for the PIPE Common Warrants to its estimated fair value of $1,202. As a result of changes in the fair value of the PIPE Common Warrants, for the three months and six months ended March 31, 2025 we recognized non-cash gains of $3,227 and $607, respectively.

account for the PIPE Common Warrants, the Common Warrants and the Private Warrants as liabilities because they do not meet the derivative scope exception for contracts in our own stock. We estimate the aggregate fair value of the 5,755,396 PIPE Common Warrants and the 4,876,860 Common Warrants using the Black-Scholes option-pricing model. As of June 30, 2025, we adjusted the carrying amount of the liability for the PIPE Common Warrants and the Common Warrants to its estimated fair value of $3,456. As a result of changes in the fair value of the PIPE Common Warrants and the Common Warrants, for the three months and nine months ended June 30, 2025 we recognized non-cash gains of the time of Closing, we estimated the aggregate fair value of the 3,000,000 Private Warrants using the Black-Scholes option-pricing model and recognized a liability of $150. As of March 31, June 30, 2025, all of the Private Warrants remained outstanding and we adjusted the carrying amount of the liability to its estimated fair value of $312. $300. As a result of changes in the estimated fair value of the liability, we recognized non-cash gains (losses) of $56 $12 and $(420), $68, respectively, for the three months ended March 31, June 30, 2025 and 2024 and non-cash gains (losses) of $18 $30 and $(480), $(412), respectively, for the six nine months ended March 31, June 30, 2025 and 2024. The gains and losses are included in "Change in fair value of warrants" in the unaudited condensed consolidated statements of operations and comprehensive loss. Additional information relating to the PIPE Common Warrants and the Private Warrants can be found in the notes to our unaudited condensed consolidated financial statements included herein.

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For the six months ended March 31, 2025, other non-operating losses, net of $99 principally consist of a loss recognized upon the conversion of the outstanding principal balance of a note payable and accrued interest thereon into shares of our Class A Common Stock.

accounted for the Make-Whole Shares as liability-classified instruments because the events that determined the number of Make-Whole Shares issuable included events that were not solely indexed to our common stock. At the time of Closing, we estimated the aggregate fair value of the liability for the Make-Whole Shares using a Monte Carlo simulation model and recorded a liability of $2,071. As a result of subsequent changes in the fair value of the liability, we recorded non-cash gains (losses) of $3,336 $(310) and $432, $122, respectively, for the three months and six nine months ended March 31, June 30, 2024, which are included in "Change in fair value of PIPE make-whole liability" in the unaudited condensed consolidated statements of operations and comprehensive loss.

Placement Costs Expensed

placement costs of $443 for the three months and nine months ended June 30, 2025 represent costs incurred in connection with the April 2025 Offering. The costs consist of outside professional fees and the value of warrants to purchase shares of our Class A Common Stock issued to the placement agent. We allocated the total costs among the liability-classified and equity-classified securities we issued in the April 2025 Offering. The portion of such costs allocated to liability-classified securities is included in "Private Placement Costs Expensed" in the unaudited condensed consolidated statements of operations and comprehensive loss. Additional information relating to the April 2025 Offering can be found in the notes to our unaudited condensed consolidated financial statements included herein.

Non-Operating (Gains) Losses, Net

the three months ended March 31, June 30, 2025, other non-operating gains, losses, net of $(303) principally $36 consist of a gain loss from the decrease increase in the fair value of a derivative liability and gains a loss on the conversion settlement of certain accounts a note payable into in shares of our Class A Common Stock. For the nine months ended June 30, 2025, other non-operating losses, net of $135 principally consist of net losses recognized upon the settlement of liabilities in shares of our Class A Common Stock.

the three months and six nine months ended March 31, June 30, 2024, other non-operating losses, net principally consist of commitment and other fees of $1,575 payable under the committed equity facility.

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the three months and six nine months ended March 31, June 30, 2025, and for the three months ended March 31, 2024, our provision (benefit) for income taxes tax benefit differs from an amount calculated based on statutory tax rates principally due to our recording a valuation allowance against the net operating losses we generated during the period because we did not expect that the deferred tax asset arising from our pretax book losses would be realized in the future.

the six months ended March 31, 2024, we recognized an income tax benefit of $1,296. In connection with our December 2023 acquisition of EMI Solutions and our May 2024 acquisition of Rage Systems, during the three months and nine months ended June 30, 2024 we recognized additional deferred tax liabilities of $1,084 $1,582 and $2,666, respectively, associated with acquired intangible assets. Based on the availability of these tax attributes, we determined that we expect to realize a greater portion of our existing deferred tax assets and for the six three months and nine months ended March 31, June 30, 2024 we recognized an income tax benefit benefits of $1,296, principally $1,507 and $2,803 for the resulting from reductions reduction of the valuation allowance previously recorded against on our deferred tax assets.

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following table summarizes our unaudited condensed consolidated cash flows for the six nine months ended March 31, June 30, 2025 and 2024:

months ended June 30,

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and 21 more changes in the filing

Business 13 changes

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We expect these demands create opportunities to develop new communication solutions for both domestic and international markets.

- The demand for mobile and fixed data continues to grow at exponential rates. The evolution of wireless communications standards has enabled many data intensive applications, such as video streaming, online conferencing and social media. Moreover, we believe ongoing deployment of applications for artificial intelligence ("AI"), alternative reality ("AR"), virtual reality ("VR"), autonomous vehicles, and industrial Internet of Things ("IoT") sensors, will compound the strain on the current generation of wireless networks, necessitating higher bandwidth and more efficient communication networks. The next generation of wireless communications, including 5G and beyond, is expected to revolutionize the way data is transferred around the world. With data speeds up to 20 Gb/s coupled with ultra-low latency, or minimal delays in the transmission of data, the potential applications for 5G can be significantly more extensive than for earlier generations of wireless communications.

The next generation of wireless communications, including 5G and beyond, is expected to revolutionize the way data is transferred around the world. With data speeds up to 20 Gb/s coupled with ultra-low latency, or minimal delays in the transmission of data, the potential applications for 5G can be significantly more extensive than for earlier generations of wireless communications. There is also increasing interest in energy efficient, standards-based infrastructure. Wireless systems operators around the world have experienced increased operating costs due to the increasing cost of energy. We believe the need for highly power efficient solutions is particularly important for operators who provide coverage in rural, infrastructure constrained markets. We expect these demands create opportunities to develop new communication solutions for both domestic and international markets.

and Detection - Demand for single and multiband sensing and detection solutions continues to grow across several market areas.

In the security market, radio RF and mmWave imaging is used to sense and detect concealed objects in closed parcels or under clothes.

and Detection - Demand for single and multiband sensing and detection solutions continues to grow across several market areas. In The security market, radio RF and mmWave imaging is used to sense and detect concealed objects in closed parcels or under clothes. The medical market uses a variety of non-visual spectrum to sense and detect a variety of conditions such as skin cancers or internal tumors and their compositions. Using RF, mmWave and infrared (" IR ") technologies, we can sense and detect flaws in building materials including concrete, wooden beams and other structural materials to determine the viability and safety of infrastructure. These applications use a combination of multi-spectral sensors, higher performance microelectronics, machine learning and AI and general computing for systems.

These applications use a combination of multi-spectral sensors, higher performance microelectronics, machine learning and AI and general computing for systems.

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- Semiconductor components are the building blocks used in wireless systems and devices.

- Semiconductor components are the building blocks used in wireless systems and devices. These components are classified as either discrete devices or ICs (also referred to as "chips" or a "chipset"), in which a number of transistors and other elements are combined to form a more complicated electronic circuit. Our 5G chipset IP and technology will feature a design which will minimize the number of semiconductor chips needed to enable 5G devices, and therefore we believe our product will reduce the cost of such devices. Although we have not yet sold any 5G ICs, we believe our IP and developed technology positions us to complete development of our True5G chipset as the market for mmWave 5G ICs evolves.

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management team - Our board of directors and our executive management team possess comprehensive expertise in overseeing entities within the communications sector, particularly in the semiconductor industry. Several members of our board of directors and our management team have played pivotal roles in the inception and ongoing leadership of the enterprises that today form the backbone of our organization. This depth of knowledge and leadership is anticipated to greatly enhance our ability to implement our strategic objectives efficiently and effectively.

This depth of knowledge and leadership is anticipated to greatly enhance our ability to implement our strategic objectives efficiently and effectively.

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patent and trade secret portfolio - We believe our extensive intellectual property portfolio, comprising a combination of existing and pending patents and trade secrets, provides us with a significant competitive advantage in our wireless and connectivity products. The intellectual property and expertise we developed will allow us to meet the difficult system specifications associated with 5G in standard, bulk CMOS processes. We believe that our intellectual property portfolio, as well as our research and development capabilities, enable us to design solutions that can effectively solve our customers' complex engineering challenges and capitalize on secular growth trends.

The intellectual property and expertise we developed will allow us to meet the difficult system specifications associated with 5G in standard, bulk CMOS processes. We believe that our intellectual property portfolio, as well as our research and development capabilities, enable us to design solutions that can effectively solve our customers' complex engineering challenges and capitalize on secular growth trends.

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Management 24 changes

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Chief Executive Officer

Executive Officer and Director

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Sansone . Philip Sansone was appointed as Chief Executive Officer and as a director in July 2025. Mr. Sansone, served as Interim Chief Executive Officer from April 2025 to July 2025 and as Vice President of Worldwide Sales at the Company from September 2021 to April 2025. Prior to his service at the Company, Mr. Sansone served as Vice President of Global Distribution at MaxLinear, a provider of radio frequency, analog, digital and mixed-signal integrated circuits, from April 2019 to September 2021. Mr. Sansone received his bachelor's degree in business administration from the New York Institute of Technology and brings decades of worldwide sales and distribution experience to the Company. We believe that Mr. Sansone is qualified to serve as a member of the Board because of his experience and familiarity with the industry.

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Carpou . William Carpou has been a Board member since June 2021. He has served as the CEO of Octane, a technology accelerator in California focused on fostering technology industry growth and creating new companies and jobs in Orange County, since May 2015.

Carpou . William Carpou has been a Board member since June 2021. He has served as the CEO of Octane, a technology accelerator in California focused on fostering technology industry growth and creating new companies and jobs in Orange County, since May 2015. Prior to Octane, Mr. Carpou was the managing partner of TheGreyGroup where Kaplan Performance Solutions was their top client, RGIS (a Blackstone portfolio company), and Profit Recovery Partners. He also serves on the Board of Directors of Priveterra Acquisition Corp II, is Chairman of Octane Enterprise Solutions, the President's Advisory Council of Villanova University, and a member of the Chief Executive Roundtable at the University of California, Irvine. Additionally, he is the founding general partner of Visionary Ventures and Elevation Ventures. Mr. Carpou holds a Bachelor of Science degree in marketing from Villanova University.

Mr. Carpou holds a Bachelor of Science degree in marketing from Villanova University. His extensive experience in sales, private equity, and various senior executive positions, along with his philanthropic efforts, make him a valuable member of the Board.

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accordance with our Certificate of Incorporation, as amended (the " Charter, ), the Board is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director's term continues until the election and qualification of his or her successor or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.

March 3, 2025, Fabrizio Battaglia, Kurt Busch and William Carpou were elected to serve as Class I directors with a term expiring at the Company's 2028 annual meeting of stockholders. On December 18, 2023, (i) David Aldrich, Frederick Goerner and Keyvan Samini were elected to serve as Class II directors with a term expiring at the Company's 2026 annual meeting of stockholders and (ii) Dr. Jiong Ma and James Peterson were elected to serve as Class III directors with a term expiring at the Company's 2027 annual meeting of stockholders. On January 22, 2024, we and Dr. Ma entered into a Resignation and Release Agreement, pursuant to which Dr. Ma resigned from the Board as a director, effective January 22, 2024. We appointed Mr. Michael Long to serve as a Class III director of the Board for a term expiring at the 2027 annual meeting of stockholders. On July 25, 2025, Fabrizio Battaglia stepped down from his role as Director, and Philip Sansone was appointed to serve as a Director.

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adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

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to succession planning.

periodic evaluations of the Board's performance, including committees of the Board; and contributing to succession planning.

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Board is responsible for selecting the Chief Executive Officer and the Chairman of the Board; both of these positions may be held by the same person or by two separate individuals. Currently, Philip Sansone serves as the Chief Executive Officer and a director and James Peterson serves as the Chairman of the Board. The Board believes separating the positions of Chairman of the Board and Chief Executive Officer allows the Chief Executive Officer to focus on the Company's day-to-day business and operations, while allowing our Chairman to lead the Board in its fundamental role of providing advice to and oversight of management.

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following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended September 30, 2024 and 2023.

Other Compensation ($) (3)

Chief Executive Officer and Former Director

President and Chief Financial

Officer, and Director

Chief Technology Officer

in 2024 include $119,012 for Mr. Battaglia and $109,857 for Mr. Samini for cash paid in lieu of accrued vacation.

following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended September and Principal Position ($) (1) Bonus ($) Stock Awards ($) Option Awards ($) (2) All Other Compensation ($) (3) Total ($) Fabian Battaglia (4) 2024 509,012 450,000 — — 321,203 1,280,215 Former Chief Executive Officer and Former Director 2023 390,000 — — — 13,050 403,050 Keyvan Samini 2024 469,857 450,000 — — 321,188 1,241,045 President and Chief Financial Officer, and Director 2023 360,000 — — — 11,250 371,250 James Aralis 2024 161,000 — — — 11,250 172,250 Chief Technology Officer 2023 192,000 — — — 192,769 (1) Amounts in 2024 include $119,012 for Mr. Battaglia and $109,857 for Mr. Samini for cash paid in lieu of accrued vacation.

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fiscal 2023, for Messrs. Battaglia and Samini, includes auto and mobile phone allowances.

Battaglia resigned as Chief Executive Officer and as a member of the Board on July 25, 2025.

fiscal 2023, for Messrs. Battaglia and Samini, includes auto and mobile phone allowances. In fiscal 2024, for Messrs. Battaglia and Samini, includes reimbursement for the payment of taxes owed.

Battaglia resigned as Chief Executive Officer and as a member of the Board on July 25, 2025. His decision was not the result of a disagreement with the policies or actions of the Company's Board or management, but a personal decision to retire.

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Executive compensation 4 changes

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his Employment Term Sheet, Mr. Battaglia was entitled to receive a base salary of $390,000 per year and was also eligible to receive performance-based cash bonuses up to 100% of his base salary, the amount and terms of which shall be in the discretion of the Board. In addition, Mr. Battaglia would be granted, on the first, second and third anniversaries of December 21, 2023, RSUs with respect to 333,333 shares of Class A Common Stock, which would vest on the first anniversary of the applicable grant date, subject to his continuous service to Mobix Labs through the applicable grant dates and vesting dates. The RSUs will become fully vested in the event of a change of control, or if Mr. Battaglia's employment is terminated either without cause or by him for Good Reason (as defined in the Employment Term Sheet).

In addition, Mr. Battaglia would be granted, on the first, second and third anniversaries of December 21, 2023, RSUs with respect to 333,333 shares of Class A Common Stock, which would vest on the first anniversary of the applicable grant date, subject to his continuous service to Mobix Labs through the applicable grant dates and vesting dates. The RSUs will become fully vested in the event of a change of control, or if Mr. Battaglia's employment is terminated either without cause or by him for Good Reason (as defined in the Employment we terminate Mr. Battaglia's employment without cause, or Mr. Battaglia resigns for Good Reason, Mr. Battaglia is entitled to (i) two times the amount of his base compensation and two times the amount of the target bonus amount in which termination occurs, payable in equal installments over 24 months, and (ii) subject to Mr. Battaglia's election of COBRA continuation coverage, reimbursement for up to 24 months of subsidized COBRA benefits or if earlier, on the date on which he becomes covered under another group health plan.

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of July 25, 2025, Mr. Battaglia retired as Chief Executive Officer and as a member of the Board. Pursuant to the Severance Agreement entered into on July 25, 2025, Mr. Battaglia will receive for himself and his spouse health benefits (COBRA) for 36 months. He will also retain the equity awards already granted to him, which will vest in accordance with their terms.

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Since the announcement of grants of the RSAs to Messrs. Samini, Goerner, and Peterson, we have determined that the issuance of shares of Class B Common Stock underlying the RSAs was not authorized in accordance with the Charter. As a result, the shares of Class B Common Stock underlying the RSAs have not been issued and will not be issued pursuant to such grants, and they are not included in the number of outstanding shares of Class B Common Stock.

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Description of the securities 15 changes

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of July 31, September 4, 2025, there were 49,984,338 58,613,868 shares of Class A Common Stock outstanding, 4,750,000 2,004,901 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

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of July 31, September 4, 2025, there were 6,000,000 Public Warrants and 3,000,000 Private Placement Warrants outstanding.

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and only if, the reported last sale price of the shares of Class A Common Stock equals or exceeds $9.06 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of shares of Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination), for any 20 trading days within a 30-day trading period commencing after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of Class A Common Stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

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A Common Warrants and Series B Common Warrants ("Existing Warrants")

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The Existing Warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, at an exercise price of $0.8202. The Series A Warrants will expire on January 3, 2030 and the term of Series B Warrants which was originally set to expire on January 3, 2026, has been amended to be will expire on April 3, 2026. to the term Inducement Letter, the holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase 1,484,953 shares of Class A Common Stock underlying the Series A Warrants remains unchanged and will expire on January 3, 2030. 1,484,952 shares Class A Common Stock underlying the Series B Warrants at the current exercise price of $0.8202 per share.

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the April 2025 Purchase Agreement, we agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto from the date of the April 2025 Purchase Agreement until 60 days after the stockholder approval date, subject to certain exceptions. In addition, we also agreed not to effect or enter into an agreement to effect any issuance of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock involving a variable rate transaction from April 7, 2025 (the closing of the 2025 Offering) until August 29, 2025, subject to certain exceptions.

connection with the 2025 Offering, we also amended the outstanding Existing Warrants, issued in connection with the 2024 Private Placement and reduced the exercise price of the Existing Warrants from $1.39 per share to $0.8202 per share. We also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

September 3, 2025, we entered into the Inducement Letter with the Holder. Pursuant to the Inducement Letter, the Holder of the Common Warrants agreed to exercise for cash the Common Warrants to purchase 2,516,562 shares of Class A Common Stock.

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compensation for the placing of the Inducement Warrants, we paid Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds from the exercise of the warrants exercised pursuant to the Inducement Letter and issued warrants to purchase up to 384,053 shares of our Class A Common Stock (representing 7.0% of the sum of the warrants exercised) at an exercise price of $1.08 per share.

September 3, 2025, we entered into the Inducement Letter. In consideration for the Holder's agreement to exercise the warrants for cash, we agreed to issue to the Holder Inducement Warrants to purchase up to an aggregate of 8,229,701 shares of Class A Common Stock at an exercise price of $1.08 per share. The Inducement Warrants will become exercisable upon stockholder approval and will expire five years from the initial exercise date.

and number of shares of Class A Common Stock issuable upon exercise are subject to adjustment in the event of stock splits, stock dividends, reorganizations, or similar events. The Inducement Warrants are subject to customary limitations on beneficial ownership and may be exercised on a cashless basis if a registration statement is not available. In connection with certain fundamental transactions, the Holder may have the right to alternative consideration or to redeem the unexercised portion of the Inducement Warrants at fair value.

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the consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or at or after the time the stockholder became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.

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of the then outstanding shares of Class A Common Stock or Public Warrants; or the average weekly trading volume of Class A Common Stock or Public Warrants of Mobix Labs, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which was filed on December 28, 2023, reflecting its status as an entity that is not a shell company.

least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which was filed on December 28, 2023, reflecting its status as an entity that is not a shell company.

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Principal stockholders 6 changes

following table sets forth information known to us regarding the beneficial ownership of shares of Class A Common Stock and Class B Common each person who is the beneficial owner of more than 5% of issued and outstanding shares of Class A Common Stock and Class B Common Stock;

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ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by a person and the percentage ownership, we deemed outstanding shares of Class A Common Stock and Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the date of July 31, September 4, 2025 (the "Determination Date") and restricted stock units that (i) have vested but are subject to certain delivery conditions that have not yet been met or (ii) are unvested but will vest within 60 days of July 31 , 2025. the Determination Date. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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Name and Address of Beneficial Owner

otherwise indicated, the address of each beneficial owner listed in the table below is c/o Mobix Labs, Inc., 1 Venture, Suite 220, Irvine, percentage ownership of Class A Common Stock and Class B Common Stock is based on 49,984,338 58,613,868 shares of Class A Common Stock and 4,750,000 2,004,901 shares of Class B Common Stock, respectively, outstanding as of July 31, September 4, 2025.

Number of Shares of Mobix Labs Class A Common Stock (1)

Number of Shares of Mobix Labs Class B Common Stock

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Related-party transactions 8 changes

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The note was assumed in connection with the Closing. The Company repaid the loan in January 2024.

person who is known by the Company to be the beneficial owner of more than 5% of the Company's voting securities; and any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of the Company's voting securities, and any person (other than a domestic employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Company's voting securities.

August 3, 2023, Legacy Mobix issued a promissory note having a principal balance of $100,000 to Mr. James Peterson, the company's our director. The note, which matured on August 22, 2023, did not bear interest and was unsecured. In connection with the note, Legacy Mobix agreed to issue the purchaser warrants to purchase 2,924 shares of Legacy Mobix Common Stock at an exercise price of $6.84 per share. The note was assumed in connection with the Closing. We repaid the loan in January 2024.

the Company employs we employ Haley Castro Battaglia, the daughter-in-law of Fabian Battaglia, a our former director and the former Chief Executive Officer. of the Company. Haley Castro Battaglia is a our Sales and Marketing Representative of the Company and receives an annual salary of $135,000. Ms. Battaglia also received 55,900 restricted stock units on December 24, 2024 which had a fair value of $100,123 on the grant date and an additional 25,000 restricted stock units on July 9, 2025 which had a fair value of $30,000 on the grant date.

also issued four promissory notes in the aggregate principal amount of $1,395,000 to Giuseppe Battaglia, the brother of Fabian Battaglia, a former director and the our former Chief Executive Officer. of The Company. The interest rate on the note in the principal amount of $500,000 was 6%, the note in the principal amount of $400,000 was 15%, the note in the principal amount of $165,000 was issued with an original issue discount of 10% and bore interest at 16% per year, and the note in the principal amount of $330,000 was issued with an original issue discount of 10% and bore interest at 16% per year. The proceeds for such loans were used for working capital purposes. The Company We repaid all four notes in full, and no longer remain outstanding.

Labs entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide that Mobix Labs will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of Mobix Labs, to the fullest extent permitted by Delaware law, the Charter and the Bylaws.

3 unchanged paragraphs

December 2, 2024, a subsidiary of Mobix borrowed $200,000 from an unrelated finance company, which loan is guaranteed by Keyvan Samini, the President, Chief Financial Officer, General Counsel and a director of Mobix Labs. The loan matures in June 2026.

on August 15, 2025, Philip Sansone, our Chief Executive Officer and director, and Keyvan Samini, the President, Chief Financial Officer, General Counsel and a director, both personally guaranteed the Maxim loan to us with a principal amount of $600,000.

19 unchanged paragraphs

Financial statements 1 change

2 unchanged paragraphs

Statements of Operations and Comprehensive Loss for the years ended September 30, 2024 and 2023 F - 34 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the years ended September 30, 2024 and 2023 F - 35 Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023 to Consolidated Financial Statements F- 37 EMI Solutions, Inc. Audited Financial Statements, Years Ended June 30, 2023 and 2022 Independent Auditors' Report F- 75 Balance Sheets as of June 30, 2023 and 2022 F- 76 Statements of Operations for the years ended June 30, 2023 and 2022 F- 77 Statements of Shareholders' Equity for the years ended June 30, 2023 and 2022 F- 78 Statements of Cash Flows for the years ended June 30, 2023 and 2022 F- 79

Notes to the financial statements 175 changes

2 unchanged paragraphs

Accounts receivable, net

1 unchanged paragraph

payable – related parties, current

Total current assets

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Deferred transaction costs

LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other current liabilities

Deferred purchase consideration

Notes payable, current

Notes payable – related

Notes payable, current

Simple agreements for future equity ("SAFEs")

1 unchanged paragraph

Total current liabilities

Notes payable, noncurrent

Notes payable – related parties, noncurrent

Notes payable, noncurrent

Deferred tax liability

Operating lease liabilities, noncurrent

Other noncurrent liabilities

Commitments and contingencies (Note 13)

Redeemable convertible preferred stock

1 unchanged paragraph

par value, 285,000,000

shares authorized; 37,584,648

shares issued and outstanding at March 31, 2025 and September

30, 2024, respectively

B common stock, $ 0.00001

par value, 5,000,000

shares authorized; 2,004,901

Stockholders' equity

Class A common stock, $ 0.00001

par value, 285,000,000 shares authorized; 48,747,626 and 32,824,230 shares issued and outstanding at March 31, June 30, 2025 and September 30, 2024, respectively — — Class B common stock, $ 0.00001 par value, 5,000,000 shares authorized; 2,004,901 and 2,129,901 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively — — Common stock, value — — Additional paid-in capital 135,284 109,987 Accumulated deficit ( 126,587 134,859 ) ( 104,457 ) Total stockholders' equity 5,530 Total liabilities and stockholders' equity $ 36,534 34,555 $ 39,088 See accompanying notes to condensed consolidated financial statements.

2 unchanged paragraphs

non-operating (gains) losses, net

Research and development

Selling, general and administrative

Impairment of long-lived assets

Loss from operations

Change in fair value of earnout liability

Change in fair value of warrants

Change in fair value of PIPE make-whole liability

Change in fair value of SAFEs

Merger-related transaction costs expensed

Private placement costs expensed

Other non-operating losses,

Loss before income taxes

Net loss and comprehensive loss

Deemed dividend from warrant price adjustment

Net loss available to common stockholders

Net loss per share of Class A and Class B Common Stock:

Weighted-average common shares outstanding:

4 unchanged paragraphs

of contingently redeemable common stock for acquisition of EMI Solutions, Inc. — — — — 964,912 8,856 — — — — — — — — — Lapse of redemption feature on common stock — — — — ( 964,912 ) ( 8,856 ) 964,912 — — — — — 8,856 — 8,856 Issuance of warrants in connection with notes payable — — — — — — — — — — — — — Reverse recapitalization transactions, net (Note 3) ( 588,235 ) — ( 1,666,666 ) ( 2,300 ) — — ( 18,139,258 ) — 22,901,838 — 2,254,901 — ( 16,182 ) — ( 16,182 ) Issuance of common stock upon exercise of stock options — — — — — — — — 168,235 — — — — — — Issuance of common stock upon exercise of warrants — — — — — — — — 369,671 — — — — — — Issuance of common stock upon vesting of RSUs — — — — — — — — 104,748 — — — — — — Stock-based compensation — — — — — — — — — — — — 12,705 — 12,705 Net income — — — — — — — — — — — — — Balance at December 31, 2023 — $ — — $ — — $ — — $ — 23,544,492 $ — 2,254,901 $ — $ 87,193 $ ( 82,827 ) $ 4,366 Balance — $ — — $ — — $ — — $ — 23,544,492 $ — 2,254,901 $ — $ 87,193 $ ( 82,827 ) $ 4,366 Reverse recapitalization transactions, net (Note 3) — — — — — — — — — — — — — Issuance of common stock upon exercise of stock options — — — — — — — — 29,880 — — — — — — Issuance of common stock upon vesting of RSUs — — — — — — — — 26,186 — — — — — — Stock-based compensation — — — — — — — — — — — — 1,441 — 1,441 Deemed dividend from warrant price adjustment — — — — — — — — — — — — ( 661 ) — Net loss — — — — — — — — — — — — — ( 1,753 ) ( 1,753 ) Net income (loss) — — — — — — — — — — — — — ( 1,753 ) ( 1,753 ) Balance at March 31, 2024 — $ — — $ — — $ — — $ — 23,600,558 $ — 2,254,901 $ — $ 89,394 $ ( 85,241 ) $ 4,153 Balance — $ — — $ — — $ — — $ — 23,600,558 $ — 2,254,901 $ — $ 89,394 $ ( 85,241 ) $ 4,153 See accompanying notes to condensed consolidated financial statements.

Stockholders' Equity

Balance at September 30, 2024

Issuance of common stock

Conversion of Class B common stock to Class A common stock

Conversion of notes payable in to Class A common stock

Issuance of common stock upon vesting of RSUs

Stock-based compensation

Balance at December 31, 2024

Issuance of Class A common stock in settlement of liabilities

Issuance of Class A common stock for RaGE earnout

Issuance of common stock upon vesting of RSUs

Issuance of common stock upon exercise of warrants

Stock-based compensation

Balance at March 31, 2025

Issuance of Class A common stock and warrants

in private placement

Issuance of Class A common stock in settlement

Issuance of Class A common stock for RaGE earnout

Issuance of restricted stock awards

Issuance of common stock upon vesting of RSUs

Issuance of common stock upon exercise of warrants

Stock-based compensation

Balance at September 30, 2023

Issuance of common stock

Issuance of contingently redeemable common

stock for acquisition of EMI Solutions, Inc.

Lapse of redemption feature on common stock

Issuance of warrants in connection with notes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 95 more changes in the filing

Note 1: Company Information 3 changes

4 unchanged paragraphs

condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, primarily as a result of its ongoing investment in product development and other operating expenses. For the six months ended March 31, 2025 and 2024, the Company incurred losses from operations of $ 22,458 and respectively, and as of March 31, 2025, the Company had an accumulated deficit of $ 126,587 .

condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, primarily as a result of its ongoing investment in product development and other operating expenses. For the nine months ended June 30, 2025 and 2024, the Company incurred losses from operations of $ 30,528 and $ 35,179 , respectively, and as of June 30, 2025, the Company had an accumulated deficit of $ 134,859 . The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company's ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations beyond the next approximately ninety days.

1 unchanged paragraph

The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal funds rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

Note 2: Summary of Significant Accounting Policies 1 change

1 unchanged paragraph

condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company's fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements as of and for the year ended September 30, 2024 and the related notes which provide a more complete discussion of the Company's accounting policies and certain other information. The September 30, 2024 condensed consolidated balance sheet was derived from the Company's audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company's condensed consolidated financial position as of March 31, June 30, 2025 and its condensed consolidated results of operations and cash flows for the periods ended March 31, June 30, 2025 and 2024. The condensed consolidated results of operations for the three months and six nine months ended March 31, June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other future annual or interim period.

1 unchanged paragraph

Note 3: Reverse Recapitalization 15 changes

1 unchanged paragraph

of Legacy Mobix's 18,139,258

issued and outstanding shares of common stock

of Legacy Mobix's SAFEs were converted into 150,953

shares of the Company's Class A Common

of Legacy Mobix's 18,139,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company's Class A Common Stock;

of Legacy Mobix's Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company's Class B Common Stock;

of Legacy Mobix's convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company's of Legacy Mobix's SAFEs were converted into 150,953 shares of the Company's Class A Common Stock;

6 unchanged paragraphs

Company assumed the 6,000,000 public

warrants ("Public Warrants") and 3,400,000

private placement warrants ("Private

Company assumed the 6,000,000 public warrants ("Public Warrants") and 3,400,000 private placement warrants ("Private Warrants") originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 16, Warrants ;

4 unchanged paragraphs

PIPE investors also received warrants to purchase 1,950,000

PIPE Subscription Agreements, Sponsor Warrant and Sponsor Letter Agreement On December 19, 2023, Chavant entered into the Sponsor PIPE Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $ 10.00 per share. The aggregate purchase price of $ 1,997 was paid through the forgiveness of certain obligations of Chavant.

The number of shares purchased by the Sponsor was initially subject to adjustment. See " Make-Whole Shares ," below.

PIPE investors also received warrants to purchase 1,950,000 shares of Class A Common Stock at an exercise price of $ 0.01 per share, of which warrants to purchase 200,000 shares are immediately exercisable and warrants to purchase 1,750,000 shares are exercisable upon obtaining stockholder approval, which the Company obtained on January 3, 2025. During the six nine months ended March 31, June 30, 2025, warrants to purchase 1,500,000 shares of Class A Common Stock were exercised, for net proceeds to the Company of $ 15 .

Note 4: Acquisitions 18 changes

1 unchanged paragraph

Schedule of Purchase Consideration and Allocation

Purchase consideration:

1 unchanged paragraph

Class A Common Stock

1 unchanged paragraph

no expected dividend yield; risk-free interest rate of 4.5 %;

and a contractual term of two

years. The Company included this amount as part of the value of the purchase consideration. After the Closing of the Merger with Chavant on December 21, 2023, the common stock was no longer contingently redeemable, and the Company reclassified the value of the contingently redeemable common stock to permanent equity at its carrying value of $ 8,856 , with no gain or loss recognized.

Total Purchase Consideration

Other current assets

Property and equipment

Intangible asset—customer relationships

Intangible asset—developed technology

Intangible asset—backlog

Intangible asset—trade

Operating lease right-of-use asset

and 4 more changes in the filing

Note 5: Inventory 1 change

1 unchanged paragraph

and 1 more change in the filing

Note 6: Property and Equipment, net 12 changes

1 unchanged paragraph

and 12 more changes in the filing

Note 7: Intangible Assets, net 4 changes

1 unchanged paragraph

and 4 more changes in the filing

Note 9: Accrued Expenses and Other Current Liabilities 5 changes

1 unchanged paragraph

1 unchanged paragraph

and 5 more changes in the filing

Note 10: Debt 20 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 20 more changes in the filing

Note 11: Fair Value Measurements 14 changes

and 14 more changes in the filing

Note 14: Income Taxes 8 changes

and 8 more changes in the filing

Note 16: Warrants 14 changes

1 unchanged paragraph

and 14 more changes in the filing

Note 17: Stock-Based Compensation 10 changes

1 unchanged paragraph

and 10 more changes in the filing

Note 18: Net Income (Loss) Per Share 3 changes

and 3 more changes in the filing

Note 20: Geographical Information 1 change

2 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Note 16: Equity 23 changes

1 unchanged paragraph

and 23 more changes in the filing

Note 6: LEASES 1 change

7 unchanged paragraphs

and 1 more change in the filing

Note 5: LINE OF CREDIT 2 changes

and 2 more changes in the filing

Note 10: SUBSEQUENT EVENTS 12 changes

9 unchanged paragraphs

26 unchanged paragraphs

18 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

and 12 more changes in the filing