Mobix Labs: securities offering (amended)

Cover page 18 changes

filed with the Securities and Exchange Commission on September 12, October 10, 2025

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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

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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TO COMPLETION, DATED SEPTEMBER 12, 2025

TO COMPLETION, DATED OCTOBER 10, 2025

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TO 4,276,520 12,890,274 SHARES OF CLASS A COMMON STOCK

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Stockholders") of up to 4,276,520 12,890,274 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the

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Up to 8,229,701 shares

issuable upon exercise of warrants issued to an investor under a warrant exercise inducement offer letter dated September 3, 2025;

Up to 384,053 shares issuable

upon exercise of warrants issued to our financial advisor in connection with the warrant exercise inducement offer letter.

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

Securities." The shares of Class A Common Stock issuable upon the exercise of warrants are collectively referred to in this prospectus as the "Warrant Shares." Our registration of the resale of the Offered Securities does not mean that the Selling

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 any of the Offered Securities. Upon any exercise of the warrant warrants by payment of cash, however, we will receive the exercise price of the warrant, warrants, which, if exercised in cash would result in gross proceeds to us of approximately $480,000. $9.8 million. However, we cannot predict when and in what amounts or if the warrant will be exercised by payment of cash, and it is possible that the warrant may expire and never be exercised, in which case we would not receive any cash proceeds. We will bear all costs, expenses and fees in connection with the registration of the resale of the 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% 18% of the outstanding

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Warrants") are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On October 3,

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 Nasdaq was $1.06 $0.935 per share and the last sale price of the Public Warrants as reported on Nasdaq was $0.12 $0.14 per Public Warrant.

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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 4,276,520 12,890,274 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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ability to remain in compliance with Nasdaq listing requirements.

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The 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.

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Forward-looking statements 4 changes

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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 (the "Placement Agent Warrants").

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part of the financing, we issued 193,750 shares of Class A Common Stock to Maxim as commitment shares (the "Maxim Commitment Shares").

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 issued 1,500,000 shares of Class A Common Stock (the "Maxim Pledge Shares" and together with the Maxim Commitment Shares, the "Maxim Shares") to Maxim which were pledged 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.

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intend September 13, 2025, we announced our intention 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 and 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 or the structure of the transaction. As a result, there is no certainty that the offer will be completed as proposed or at all.

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The offering 1 change

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to 4,276,520 12,890,274 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, (vii) 8,229,701 shares underlying the Inducement Warrants and (viii) 384,053 shares underlying the Placement Agent Warrants.

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Risk factors 4 changes

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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.

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.

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. 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.

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.

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Use of proceeds 3 changes

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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.

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, the Inducement Warrants and the Placement Agent Warrants for cash, we will receive an aggregate of approximately $9.8 million in gross proceeds from the exercises. However, no assurance can be given that the Accredited Investor Warrant, the Inducement Warrants and the Placement Agent Warrants will ever be exercised. We intend to use any proceeds received by us from the cash exercise of the Accredited Investor Warrant, the Inducement Warrants and the Placement Agent Warrants, 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 Accredited Investor Warrant, the Inducement Warrants and the Placement Agent Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any of the Accredited Investor Warrant, the Inducement Warrants and the Placement Agent Warrants.

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September 4, October 3, 2025, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $1.06 $0.935 per share and $0.12 $0.14 per warrant, respectively.

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Dividend policy 1 change

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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 issued 1,500,000 shares of Class A Common Stock to Maxim which were pledged as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

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Management 81 changes

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President, Chief Financial Officer and Director

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We believe that Mr. Samini is qualified to serve as a member of the Board because of his extensive experience in the semiconductor and software industries, as well as his experience scaling growth in technology organizations and working with institutional investors in portfolio companies.

Samini . Keyvan Samini is a co-founder of the Company and has served as our President since August 2022 and as a director since December 2023. He has also served as our Chief Financial Officer since September 2020 and as our General Counsel since August 2022.

Samini . Keyvan Samini has served as our President since August 2022 and as a director since December 2023. He has also served as our Chief Financial Officer since September 2020 and as our General Counsel since August 2022. From June 2014 to March 2022, Mr. Samini served as Director of Pitchtime, Inc., a software development company dedicated to developing wireless communications technology to help businesses better communicate with customers from a single platform. He also served as Chief Executive Officer of Pitchtime, Inc. from 2016 to July 2020. Mr. Samini has also served in leadership positions at RFaxis, Inc., a company that developed disruptive semiconductor technology, from 2008 to 2016. Mr. Samini studied at the University of Wisconsin — Madison, graduating with a Bachelor of Science degree in economics and mathematics. He later earned his Master of Liberal Arts, Finance at Harvard University, Masters of Business Administration from University of Southern California Marshall School of Business and Juris Doctor from Ohio State University Moritz College of Law. We believe that Mr. Samini is qualified to serve as a member of the Board because of his extensive experience in the semiconductor and software industries, as well as his experience scaling growth in technology organizations and working with institutional investors in portfolio companies.

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Peterson . James Peterson is a co-founder of the Company and has served as a member of our Board since February 2021 and as the Executive Chairman of the Board since November 2021. From 2000 to 2018, Mr. Peterson served as Chief Executive Officer and Chairman of Microsemi Corporation, now Microchip Technology Inc., a technology company specializing in semiconductor and systems solutions for communications, defense and security, aerospace and industrial markets. We believe that Mr. Peterson is qualified to serve as a member of the Board because of his experience as a former president and chief executive officer of a previously publicly-traded company prominent in the semiconductor industry.

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Goerner . Frederick Goerner is a co-founder of the Company and has served as a member of our Board since February 2021.

Goerner . Frederick Goerner has served as a member of our Board since February 2021. From April 2011 to March 2018, Mr. Goerner served as Senior Vice President of Worldwide Sales of Microsemi Corporation, now Microchip Technology Inc., a technology company specializing in semiconductor and systems solutions for communications, defense and security, aerospace and industrial markets. Mr. Goerner also had leadership roles at Texas Instruments, Transdimension Inc. and Oxford Semiconductor Inc. Mr. Goerner studied at the University of Buffalo, graduating with a Bachelor of Science degree in electrical engineering. We believe that Mr. Goerner is qualified to serve as a member of the Board because of his experience in the industry, as well as his various leadership roles at different companies.

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following table contains compensation data for our named executive officers for the fiscal years ended September 30, 2024 2025 and 2023. 2024. In this section, "Named Executive Officer" or "NEO" means the principal executive officer and each of the two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers for the year ended September 30, 2024 2025 and whose total salary and bonus compensation exceeds $100,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of us at September 30, 2024. 2025.

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Sansone: Chief Executive Officer and Director

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Samini: Co-founder, President, Chief Financial Officer and Director

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reflect the aggregate grant-date fair value of options granted pursuant to the 2020 Key Employee Equity Incentive Plan, as discussed below, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officers. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. We provide information regarding the assumptions used to calculate the value of all option awards made to named executive officers in Note 18 to our audited financial statements for the year ended September 30, 2024 included elsewhere in this prospectus.

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.

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 ($) (3) Total ($) Philip Sansone 2025 266,917 - 1,760,000 - 2,032,542 Chief Executive Officer and Director Fabian Battaglia (4) 2024 509,012 450,000 — 2025 202,386 - 321,203 1,280,215 5,274,997 50,273 5,527,656 Co-Founder, Former Chief Executive Officer and Former Director 2023 390,000 — — — 13,050 403,050 Keyvan Samini 2024 469,857 509,012 450,000 - 321,203 1,280,215 Keyvan Samini 2025 309,000 - 321,188 1,241,045 5,274,997 66,115 5,650,112 Co-Founder, President and Chief Financial Officer, and Director 2023 360,000 — — 2024 469,857 450,000 - 11,250 371,250 321,188 1,241,045 James Aralis 2024 161,000 — 2025 74,000 - 80,000 - 11,250 172,250 154,000 Chief Technology Officer 2023 192,000 — 2024 161,000 - - 192,769 11,250 172,250 (1) Amounts in 2024 include $119,012 for Mr. Battaglia and $109,857 for Mr. Samini for cash paid in lieu of accrued vacation.

The amount reported in this column for co-founders

Messrs. Battaglia and Samini represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $10.47. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $283,333, which is based on the issuance date stock price of $0.85.

In fiscal 2024 and 2025, for Messrs. Battaglia and Samini,

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.

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Battaglia entered into an amended and restated executive employment agreement to serve as our Chief Executive Officer, effective as of September 5, 2020 (the "Battaglia Prior Employment Agreement"). Pursuant to the Battaglia Prior Employment Agreement, 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 would be in the discretion of the Board. Additionally, on August 11, 2020, Mr. Battaglia was granted stock options to purchase 323,529 shares of our common stock.

connection with the execution of the business combination agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the "Business Combination Agreement"), by and among Chavant Capital Acquisition Corp. ("Chavant"), CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant, and Mobix Labs, Inc. ("Legacy Mobix"), a Delaware corporation, on November 15, 2022, Mr. Battaglia entered into a binding Executive Employment Term Sheet, which amended the Battaglia Prior Employment Agreement. The Executive Employment Term Sheet was subsequently amended effective from March 26, 2023, the material terms of which are described below. Effective as of July 25, 2025, Mr. Battaglia retired as Chief Executive Officer and resigned as a member of the Board.

Samini entered into an amended and restated executive employment agreement to serve as our Chief Financial and Operating Officer, effective as of September 5, 2020 (the "Samini Prior Employment Agreement"). Pursuant to the Samini Prior Employment Agreement, Mr. Samini was entitled to receive a base salary of $360,000 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. Additionally, on August 11, 2020, Mr. Samini was granted stock options to purchase 323,529 shares of common stock.

connection with the execution of the Business Combination Agreement, on November 15, 2022, Mr. Samini entered into a binding Executive Employment Term Sheet, which amended the Samini Prior Employment Agreement. The Executive Employment Term Sheet was subsequently amended effective from March 26, 2023, the material terms of which are described below.

the fiscal years ended September 30, 2024 2025 and 2023, 2024, the compensation program for our named executive officers consisted of base salary, cash bonus, equity awards, and certain standard employee benefits.

of September 30, 2025, we have not finalized the compensation arrangements in connection with Mr. Sansone's appointment as Chief Executive Officer. We plan to disclose the material terms of such arrangements once they have been determined and finalized.

Battaglia is a co-founder of the Company. Mr. Battaglia served as our Chief Executive Officer effective November 15, 2022 through July 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.

Samini is a co-founder of the Company. We are a party to an Employment Term Sheet with Mr. Samini, pursuant to which he serves as our President, and Chief Financial Officer with an initial term of two years, effective November 15, 2022, which will automatically renew for additional consecutive one-year terms unless either party provides the other party with 180 days' notice of the intent not to renew prior to the expiration of the applicable terms.

his Employment Term Sheet, Mr. Samini is entitled to receive a base salary of $360,000 per year and is 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. Samini will be granted, on the first, second and third anniversaries of December 21, 2023, Post-Closing RSUs with respect to 333,333 shares of Class A Common Stock, which will vest on the first anniversary of the applicable grant date, subject to his continuous service to us through the applicable grant dates and vesting dates. The Post-Closing RSUs will become fully vested in the event of a change of control, or if Mr. Samini's employment is terminated either without cause or by him for Good Reason (as defined in the Employment Term Sheet).

we terminate Mr. Samini's employment without cause, or Mr. Samini resigns for Good Reason, Mr. Samini is entitled to (i) two times the amount of Mr. Samini's 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. Samini's election of COBRA continuation coverage, reimbursement for up to 24 months of subsidized COBRA benefits or if earlier, on the date on which Mr. Samini becomes covered under another group health plan. However, if we terminate Mr. Samini's employment without cause, or Mr. Samini resigns for Good Reason during the period commencing 60 days prior to and ending 12 months following a change in control, the severance amount described immediately above shall be increased to three times (and paid in a lump sum payment), and the COBRA reimbursement will increase to 36 months.

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Amounts in the "Salary" column for the fiscal year ended September 30, 2024 also include $119,012 for each of Messrs Battaglia and Samini for cash paid in lieu of accrued vacation.

narrative below summarizes the payments and benefits that each named executive officer was eligible to receive on an annualized basis for the fiscal years ended September 30, 2024 2025 and 2023 2024 based on the Battaglia Prior Employment Agreement, the Term Sheets with Messrs. Battaglia and Samini Prior Employment Agreement and the Aralis Employment Agreement.

base salary for each named executive officer was set at a level that is commensurate with the executive's duties and authorities, contributions, prior experience and sustained performance. The annual base salary earned by the named executive officers for each of the fiscal years ended September 30, 2024 2025 and 2023 2024 is set forth in the summary compensation table above under the column heading "Salary." Amounts in the "Salary" column for the fiscal year ended September 30, 2024 also include $119,012 for each of co-founders Messrs Battaglia and Samini for cash paid in lieu of accrued vacation, which payments did not occur for the fiscal year ended September 30, 2025.

fiscal 2024, the Compensation Committee approved a bonus to each of co-founders Messrs. Battaglia and Samini in recognition of their efforts in connection with the completion of the merger between Chavant Acquisition Corp. and Legacy Mobix, which amount is set forth in the summary compensation table above under the column heading "Bonus." In fiscal 2025, the Compensation Committee did not approve a bonus to any of our NEOs.

we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize executive officers to remain in our employment during the vesting period. Accordingly, our Board periodically reviews the equity incentive compensation of our named executive officers NEOs and grant equity incentive awards to them from time to time. On May 5, 2022, the following restricted stock units ("RSUs") were granted to the following directors and executive officers: (i) co-founder James Peterson in the amount of 1,000,000 RSUs; (ii) co-founder Frederick Goerner in the amount of 1,000,000 RSUs; (iii) co-founder Fabrizio Battaglia in the amount of 2,000,000 RSUs; and (iv) co-founder Keyvan Samini in the amount of 2,000,000 RSUs. These RSUs originally vested upon the satisfaction of both time-based vesting requirements and performance conditions.

These RSUs originally vested upon the satisfaction of both time-based vesting requirements and performance conditions. These RSUs were amended on November 15, 2022 to provide for a three-year vesting schedule, with one-third of the total RSUs vesting on each anniversary of the Closing. of the Merger (the "Closing"). These RSUs were subsequently cancelled, effective March 26, 2023 . As discussed below under "Post-Closing Executive Compensation" and "Director Compensation," In exchange, Messrs. Peterson, Goerner, Battaglia and Samini, each a co-founder, received a commitment from us to issue one-half of that number of RSUs over three years, beginning on the first anniversary of the Closing, referred to as "Post-Closing RSUs."

fiscal 2025, our NEOs received the following equity incentive awards.

January 22, 2024, the Compensation Committee approved, subject to stockholder approval of Mobix Labs stockholders, which was obtained on January 3, 2025, a grant of 2,550,000 restricted stock awards to each of the co-founders Messrs. Battaglia and Samini in consideration of their efforts in connection with the public listing of our shares on Nasdaq.

restricted stock awards for the co-founder Mr. Battaglia have the following vesting terms: (1) 100,000 shares will vest on each of (i) July 15, 2025, (ii) October 15, 2025, (iii) January 15, 2026, and (iv) April 15, 2026; (2) 200,000 shares will vest on each of (i) July 15, 2026, (ii) October 15, 2026, (iii) January 15, 2027, and (iv) April 15, 2027; (3) 300,000 shares will vest on each of (i) July 15, 2027, (ii) October 15, 2027, and (iii) January 15, 2028; and (4) 450,000 shares will vest on July 15, restricted stock awards for the co-founder Mr. Samini have the following vesting terms: (1) 5% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2025; (2) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ, or (ii) November 1, 2025; (3) 15% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) January 1, 2026; (4) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.00 for 10 consecutive trading days on NASDAQ or (ii) April 1, 2026; (5) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.50 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2026; and (6) 30% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $4.00 for 10 consecutive trading days on NASDAQ or (ii) November 1, 2026.

April 10, 2025, Mr. Sansone forfeited options to purchase 172,184 shares of Mobix Class A Common Stock. In exchange, the Compensation Committee granted 400,000 RSUs and 600,000 RSUs to Mr. Sansone on April 10, 2025 and April 15, 2025, respectively (collectively, the "Sansone RSUs"). Ninety percent of the Sansone RSUs vested at each respective grant date, and the remaining ten percent vest in equal installments on the last day of each calendar month thereafter until fully vested on January 1, 2026. The delivery of shares underlying the Sansone RSUs will be deferred until the earlier of (i) Mr. Sansone's separation from service, disability, death;

(ii) a change in control of the Company; (iii) the occurrence of an unforeseeable emergency for the participant as defined under Section 409A of the Internal Revenue Code; or (iv) January 1, 2026.

April 15, 2025, the Compensation Committee granted 333,333 Post-Closing RSUs to each of co-founders Messrs. Battaglia and Samini (which grants were originally planned to be issued on the first anniversary of the Closing). The Post-Closing RSUs vest in their entirety on December 21, 2025.

July 9, 2025, the Compensation Committee granted Mr. Aralis 100,000 RSUs, 50,000 of which vested on August 20, 2025 and the remaining 50,000 vest on November 20, 2025.

On September 19, 2025, the Compensation Committee granted Mr. Sansone 1,000,000 RSUs which vest in equal installments on (i) January 1, 2027, (ii) April 1, 2027, (iii) July 1, 2027 and (iv) October 1, 2027.

the fiscal years ended September 30, 2024 2025 and 2023, 2024, we provided benefits to our named executive officers NEOs on the same basis as provided to all of its employees, including medical, dental, vision, life and AD&D, and short- and long-term disability insurance, vacation and paid holidays. The named executive officers NEOs are also eligible to participate in our 401(k) plan.

Equity Awards at 2024 2025 Fiscal Year-End

following table presents, for each of our named executive officers, NEOs, information regarding outstanding equity awards as of September 30, 2024. 2025.

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The numbers of shares in the table above have been adjusted to give effect to the 1:17 reverse stock split on February 5, 2021.

option covering 205,882 shares of Class A Common Stock was granted under the 2020 Key Employee Equity Incentive Plan. This option is subject to a 14-month vesting schedule, with 10% of the total shares vesting on January 15, 2021, and 10% of the total shares vesting on each monthly anniversary thereafter, subject to the holder's continuous service through each vesting date.

option covering 117,647 shares of Class A Common Stock was granted under the 2020 Key Employee Equity Incentive Plan. This option is subject to a 14-month vesting schedule, with 10% of the total shares vesting on January 15, 2021, and 10% of the total shares vesting on each monthly anniversary thereafter, subject to the holder's continuous service through each vesting date.

option covering 10,000 shares of Class A Common Stock was granted under the 2022 Incentive Compensation Plan. This option is subject to a one-year vesting schedule, with 40% of the total shares vesting immediately, and 5% of the total shares vesting on each monthly anniversary thereafter, subject to the holder's continuous service through each vesting date.

option covering 26,667 shares of Class A Common Stock was granted on May 18, 2022 under the 2022 Incentive Compensation Plan. This option is subject to a four-year vesting schedule, with one-fourth of the total shares vesting on the annual anniversary of May 18, 2022, and 1/48 th of the total shares vesting on each monthly anniversary thereafter, subject to the holder's continuous service through each vesting date.

option covering 183 shares of Class A Common Stock was granted on April 15, 2023 under the 2022 Incentive Compensation Plan. This option is subject to vest upon a change of control or 12 months from the date of grant if the Merger was not consummated.

of Shares of Stock That Have Not Vested

Value of Shares of Stock That Have Not Vested

Incentive Plan Awards: Number of Unearned Shares That Have Not Vested

Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) Philip Sansone –– –– –– –– –– 400,000 (2) 324,000 –– –– –– –– –– –– –– –– –– 600,000 (3) 486,000 –– –– –– –– –– –– –– –– –– 1,000,000 (4) 810,000 –– –– –– –– Fabian Battaglia 205,882 (5) –– 0.17 8/26/2020 8/11/2030 2,450,000 (6) 1,984,500 –– –– –– –– 117,647 (7) –– 0.17 8/26/2020 8/11/2030 333,333 (8) 3,489,997 –– –– –– –– Keyvan Samini 205,882 (5) –– 0.17 8/26/2020 8/11/2030 2,422,500 (9) 1,962,225 –– –– –– –– 117,647 (7) –– 0.17 8/26/2020 8/11/2030 333,333 (8) 3,489,997 –– –– –– –– –– –– –– –– James Aralis 10,000 (10) –– 6.84 5/15/2022 4/4/2032 50,000 (11) 40,5000 –– –– –– –– 22,222 (12) 4,445 (12) 6.84 5/18/2022 4/4/2032 –– –– –– –– –– –– 183 (13) –– 6.84 4/15/2023 4/4/2032 –– –– –– –– –– –– * The awards set forth in the table above are exercisable for or settled in shares of Class A Common Stock.

market value of the awards that have not vested is based on the closing price of the Class A Common Stock on Nasdaq on September (2) These restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest in equal installments on (i) November 15, 2025 and (i) January 31, 2026.

restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest in such amounts and on such dates as follows: (i) 250,000 restricted stock units on April 30, 2026; (ii) 250,000 restricted stock units on July 15, 2026; and (iii) 100,000 restricted stock units on October 1, 2026.

restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest in equal installments on (i) January 1, 2027, (ii) April 1, 2027, (iii) July 1, 2027, and (iv) October 1, 2027.

stock options were granted under the Company's 2020 Key Employee Equity Incentive Plan and are fully vested and exercisable.

restricted stock awards were granted subject to stockholder approval, which was obtained on January 3, 2025, and vest in such amounts and on such dates as follows: (i) 100,000 restricted stock awards on each of (a) October 15, 2025, (b) January 15, 2026, and (c) April 15, 2026; (ii) 200,000 restricted stock awards on each of (a) July 15, 2026; (b) October 15, 2026; (c) January 15, 2027; (d) April 15, 2027; (iii) 300,000 restricted stock awards on each of (a) July 15, 2027; (b) October 15, 2027; (c) January 15, 2028; (d) April 15, 2028; and (iv) 450,000 restricted stock units on July 15, 2028.

stock options were granted under the Company's 2020 Equity Incentive Plan and are fully vested and exercisable.

restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest in their entirety on December 21, (9) These restricted stock awards were granted subject to stockholder approval, which was obtained on January 3, 2025, and vest in such percentages and upon such terms as follows: (i) 10% upon the earlier of (a) the tenth consecutive trading day that the Company's Class A Common Stock closes at or above $2.00 on Nasdaq and (b) November 1, 2025; (ii) 15% upon the earlier of (a) the tenth consecutive trading day that the Company's Class A Common Stock closes at or above $2.00 on Nasdaq and (b) January 1, 2026; (iii) 25% upon the earlier of (a) the tenth consecutive trading day that the Company's Class A Common Stock closes at or above $3.00 on Nasdaq and (b) April 1, 2026; and (iv) 25% upon the earlier of (a) tenth consecutive trading day that the Company's Class A Common Stock closes at or above $3.50 on Nasdaq and (b) July 1, 2026.

stock options were granted under the Company's 2022 Incentive Compensation Plan and are fully vested and exercisable.

restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest on November 20, 2025.

stock options were granted under the Company's 2022 Incentive Compensation Plan and become fully vested and exercisable on (13) These stock options were granted under the Company's 2022 Incentive Compensation Plan and are fully vested and exercisable.

2021, we entered into board of directors agreements with our non-employee directors, including co-founder James Peterson, co-founder Frederick Goerner David Aldrich, Kurt Busch, and William Carpou. Under these agreements, we agreed to issue to each director an option to purchase 20,000 shares of Class A Common Stock. The options are fully vested. We also agreed to reimburse the director for any reasonable costs and expenses incurred in connection with the director's services requested by us and performed by the director. Each agreement will automatically renew on the date of director's reelection unless the Board determines not to renew the agreement, or until a director's earlier resignation, removal or death.

connection with the Closing, we amended the Board agreement with each of the co-founders Mr. Peterson and Mr. Goerner. The amendment provides that the director will be granted, on the first, second and third anniversaries of December 21, 2023, Post-Closing RSUs with respect to 166,667 shares of Class A Common Stock, which will 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 Post-Closing RSUs will become fully vested in the event of a change of control, or if the director's service is terminated either without cause or by him for Good Reason (as defined in the Company's 2022 Equity Incentive Plan).

January 22, 2024, the Board approved non-employee director compensation that is designed to retain competent and experienced persons to serve as members of the Board. Non-employee directors will be entitled to receive an annual cash retainer, which will be payable quarterly and pro-rated for partial quarters, of $200,000 and reimbursement for expenses incurred for attending Board meetings. Non-employee Board members will also be entitled to receive awards under the 2023 Equity Incentive Plan annually and upon their initial appointment to the awards of 20,000 RSUs at the next Board meeting occurring after December 21, 2024; and initial election or appointment to the Board, a pro-rated amount of 20,000 RSUs for the partial year.

addition, the Board approved, and on January 3, 2025 the stockholders approved, the grant of RSUs to the following non-employee directors who were influential in the public listing of our shares on Nasdaq:

Peterson, Co-Founder 1,050,000 RSUs

Goerner, Co-Founder 1,050,000 RSUs

Compensation Table for Fiscal Year 2025

table below sets forth the non-employee director compensation for the year ended September 30, 2025.

James Peterson, Co-Founder

Frederick Goerner, Co-Founder

of our non-employee directors received a portion of their fees in Class A Common Stock in lieu of cash. The amount each of our non-employee directors would have otherwise received in cash was $162,500.

amount reported in this column for co-founders Messrs. Peterson and Goerner represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $10.47. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $141,667, which is based on the issuance date stock price of $0.85.

following table sets forth the aggregate number of restricted stock units outstanding, as of September 30, 2025, for each of our non-employee directors.

James Peterson, Co-Founder

Frederick Goerner, Co-Founder

reported herein may not foot due to rounding.

and 1 more change in the filing

Executive compensation 33 changes

Arrangements for our Former Chief Executive Officer and President and Chief Financial Officer are a party to an Employment Term Sheet with Mr. Battaglia, pursuant to which he served as our Chief Executive Officer with an initial term of two years, effective November 15, 2022.

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 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.

However, if we terminate Mr. Battaglia's employment without cause, or Mr. Battaglia resigns for Good Reason during the period commencing 60 days prior to and ending 12 months following a change in control, the severance amount described immediately above shall be increased to three times (and paid in a lump sum payment), and the COBRA reimbursement will increase to 36 months.

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.

are a party to an Employment Term Sheet with Mr. Samini, pursuant to which he serves as our President, and Chief Financial Officer with an initial term of two years, effective November 15, 2022, which will automatically renew for additional consecutive one-year terms unless either party provides the other party with 180 days' notice of the intent not to renew prior to the expiration of the applicable terms.

his Employment Term Sheet, Mr. Samini is entitled to receive a base salary of $360,000 per year and is 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. Samini will 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 will vest on the first anniversary of the applicable grant date, subject to his continuous service to us 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. Samini's employment is terminated either without cause or by him for Good Reason (as defined in the Employment Term Sheet).

we terminate Mr. Samini's employment without cause, or Mr. Samini resigns for Good Reason, Mr. Samini is entitled to (i) two times the amount of Mr. Samini's 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. Samini's election of COBRA continuation coverage, reimbursement for up to 24 months of subsidized COBRA benefits or if earlier, on the date on which Mr. Samini becomes covered under another group health plan. However, if we terminate Mr. Samini's employment without cause, or Mr. Samini resigns for Good Reason during the period commencing 60 days prior to and ending 12 months following a change in control, the severance amount described immediately above shall be increased to three times (and paid in a lump sum payment), and the COBRA reimbursement will increase to 36 months.

January 22, 2024, the Compensation Committee approved a cash award of $450,000 and, subject to stockholder approval of Mobix Labs stockholders, which was obtained on January 3, 2025, a grant of 2,550,000 restricted stock awards to each of Messrs. Battaglia and Samini in consideration of their efforts in connection with the public listing of our shares on Nasdaq. Each of the foregoing restricted stock awards were made pursuant to a separate award agreement between us and the recipient.

RSAs for Mr. Battaglia will vest as follows: (1) 100,000 shares will vest on each of (i) July 15, 2025, (ii) October 15, 2025, (iii) January 15, 2026, and (iv) April 15, 2026; (2) 200,000 shares will vest on each of (i) July 15, 2026, (ii) October 15, 2026, (iii) January 15, 2027, and (iv) April 15, 2027; (3) 300,000 shares will vest on each of (i) July 15, 2027, (ii) October 15, 2027, and (iii) January 15, 2028; and (4) 450,000 shares will vest on July 15, 2028.

RSAs for Mr. Samini will vest as follows : (1) 5% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2025; (2) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ, or (ii) November 1, 2025; (3) 15% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) January 1, 2026; (4) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.00 for 10 consecutive trading days on NASDAQ or (ii) April 1, 2026; (5) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.50 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2026; and (6) 30% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $4.00 for 10 consecutive trading days on NASDAQ or (ii) November 1, 2026.

Director Compensation Table for Fiscal Year 2024

2021, we entered into board of directors agreements with our non-employee directors, including James Peterson, David Aldrich, Kurt Busch, William Carpou and Frederick Goerner. Under these agreements, we agreed to issue to each director an option to purchase 20,000 shares of Class A Common Stock. The option is subject to a one-year vesting schedule, with 8,000 shares vesting immediately, and the remaining 12,000 shares vesting at the rate of 1,000 shares per month over the 12 consecutive months thereafter, subject to the holder's continuous service through each vesting date. We also agreed to reimburse the director for any reasonable costs and expenses incurred in connection with the director's services requested by us and performed by the director. Each agreement will automatically renew on the date of director's reelection unless the Board determines not to renew the agreement, or until a director's earlier resignation, removal or death.

the fiscal year ended September 30, 2024, our non-employee directors earned an annual cash retainer of $150,000.

connection with the Closing, we amended the Board agreement with each of Mr. Peterson and Mr. Goerner. The amendment provides that the director will be granted, on the first, second and third anniversaries of December 21, 2023, RSUs with respect to 166,666 shares of Class A Common Stock, which will 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 the director's service is terminated either without cause or by him for Good Reason (as defined in the 2022 Plan).

January 22, 2024, the Board approved non-employee director compensation that is designed to retain competent and experienced persons to serve as members of the Board. Non-employee directors will be entitled to receive an annual cash retainer, which will be payable quarterly and pro-rated for partial quarters, of $200,000 and reimbursement for expenses incurred for attending Board meetings. Non-employee Board members will also be entitled to receive awards under the 2023 Equity Incentive Plan annually and upon their initial appointment to the awards of 20,000 RSUs at the next Board meeting occurring after December 21, 2024; and initial election or appointment to the Board, a pro-rated amount of 20,000 RSUs for the partial year.

RSUs will not be delivered until such time as determined by the Board.

addition, the Board approved, and on January 3, 2025 the stockholders approved, the grant of RSUs to the following non-employee directors who were influential in the public listing of our shares on Nasdaq:

Peterson 1,050,000 RSUs

Goerner 1,050,000 RSUs

The Board approved, and on May 30, 2025 the stockholders approved, the grants of restricted Class B Common Stock awards ("RSAs") to certain founders, directors, and an officer of the Company, who were influential in the Company's recent fundraising efforts:

Peterson 915,033 RSAs

Goerner 915,033 RSAs

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.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information response to Item 402(x)(1) of Regulation S-K, we do not grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

(benefit) for income taxes

tax liabilities, net consist of the following:

of Deferred Liabilities

174 capitalized costs

gross deferred tax assets

gross deferred tax liabilities

tax liabilities, net

connection with the acquisitions of EMI Solutions and RaGE Systems, the Company recognized additional deferred tax liabilities totaling associated with acquired intangible assets. Based on the availability of these tax attributes, the Company determined that it expects to realize a greater portion of its existing deferred tax assets and for the year ended September 30, 2024 the Company recognized a deferred income tax benefit of $ 2,432 , principally resulting from reductions of the valuation allowance on its deferred tax assets.

Note 10: SUBSEQUENT EVENTS 1 change

64 unchanged paragraphs

into a Business Loan and Security Agreement with Maximcash Solutions LLC ("Maxim"), pursuant to which the Company received $600,000 of loan proceeds secured by all of our assets. In connection with this financing, we issued 193,750 shares of Class A Common Stock as commitment shares and pledged issued 1,500,000 shares of Class A Common Stock to Maxim which were pledged as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

6 unchanged paragraphs