Mobix Labs: securities offering (amended)

Cover page 34 changes

filed with the Securities and Exchange Commission on October 10, 2025 February 23, 2026

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TO COMPLETION, DATED OCTOBER 10, 2025

Mobix Labs, Inc., previously

filed a Registration Statement on Form S-1 (File No. 333-287493) with the Securities and Exchange Commission (the "SEC"), on May 22, 2025, as amended by Amendment No. 1 filed August 7, 2025, which was declared effective on August 11, 2025 (the "Prior

Registration Statement"). The Prior Registration Statement registered 15,373,309 shares of Class A Common Stock for resale by the selling stockholders named therein.

Mobix Labs, Inc. also

previously filed a Registration Statement on Form S-1 (File No. 333-290247) with the SEC on September 12, 2025, as amended by

Amendment No. 1 filed on October 10, 2025, which has not been declared effective (the "Subsequent Registration

Statement"). The Subsequent Registration Statement was filed to register 12,890,274 shares of Class A Common Stock for resale by the selling stockholders named herein and an additional 1,000,000 shares of Class A Common Stock are being registered hereby.

Pursuant to Rule 429 under

the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus relating to an aggregate of 24,127,116 shares of Class A Common Stock, which consists of 10,236,842 shares of Class A Common Stock registered pursuant to the Prior Registration Statement and 13,890,274 shares of Class A Common Stock registered pursuant to the Subsequent Registration Statement. Accordingly, this Registration Statement constitutes a Pre-Effective Amendment to the Subsequent

Registration Statement and a Post-Effective Amendment to the Prior Registration Statement, 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

TO COMPLETION, DATED FEBRUARY 23, 2026

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TO 12,890,274 24,127,116 SHARES OF CLASS A COMMON STOCK

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"Class A Common Stock"), consisting of:

Stockholders") of up to 12,890,274 24,127,116 shares of Class A Common Stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock"), consisting of:

to 1,030,000 1,380,000 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 350,000 shares issued in exchange for advisory services, and (c) up to 150,000 commitment shares issued in connection with the secured convertible promissory note;

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Up to 8,229,701 shares

Up to 384,053 shares issuable

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

Up to 14,375,490 shares

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

Up to 1,268,252 shares issuable upon exercise

of warrants issued to our financial advisors; and

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

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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").

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 warrants by payment of cash, however, we will receive the exercise price of the warrants, which, if exercised in cash would result in gross proceeds to us of approximately $9.8 $15.6 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.

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

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. January 31, 2026. 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 18% 23.9% of the outstanding

Class A Common Stock as of September 4, 2025. January 31, 2026. 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").

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

2025, Warrants") are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On February 20, 2026, the last sale price of the Class A Common Stock as reported on Nasdaq was $0.935 $0.171 per share and the last sale price of the Public Warrants as reported on Nasdaq was $0.14 per Public Warrant.

Warrants as reported on Nasdaq was $0.0511 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 12,890,274 24,127,116 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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for our 5G mmWave wireless semiconductor products are still developing and may not develop at the speed and scale as expected.

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depend on third-party offshore manufacturers for producing several of our products.

depend on third-party offshore suppliers for many of the components and materials used in our products.

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Forward-looking statements 40 changes

capital requirements and sources and uses of cash;

statements in this prospectus, supplement, the accompanying prospectus and the documents we incorporate by reference herein and thereto may constitute "forward-looking statements" for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. The "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus and the documents we incorporate by reference into this prospectus may include, for example, statements about.

our financial and business performance;

our ability to regain compliance with listing rules of Nasdaq, as well as any decisions that we may make in order to regain compliance;

our ability to identify possible acquisition targets, as well as any impact on our business and results of operations;

our expectations regarding the growth of the markets in which we operate;

our intent to pursue acquisitions of companies and technologies;

changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

our intent to commit significant resources to technology and product innovation and development;

our expectation regarding our ability to continue as a going concern and ability to obtain sufficient liquidity to meet our operating needs and satisfy our obligations;

the impact of the acquisitions of EMI Solutions, Inc. ("EMI Solutions") and RaGE Systems, Inc. ("Rage Systems"), and any impact on our business and results of operations;

the implementation, market acceptance and success of our products and technology in the wireless and connectivity markets and in potential new categories for expansion;

the demand for our products and the drivers of that demand including our expectations regarding our ability to develop new communication solutions for both domestic and international markets;

our opportunities and strategies for growth;

competition in our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

our ability to scale in a cost-effective manner and maintain and expand our manufacturing and supply chain relationships;

our expectation that we will incur substantial expenses and continuing losses for the foreseeable future;

our expectations regarding reliance on a limited number of customers and efforts to diversify our customer base;

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

our expectations regarding the timing of obtaining stockholder approval for certain issuances;

general economic and socio-political conditions and their impact on demand for our technology and on the supply chain on which we rely;

future capital requirements and sources and uses of cash; and the outcome of any known and unknown litigation and regulatory proceedings.

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one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by geopolitical tensions, including further escalation of war between Russia and Ukraine, or the conflict pertaining to the Middle East, and there may be additional risks that we consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. However, we encourage you to review our risk factors as set forth in the " Risk Factors " section on page 5 of this prospectus, in our annual report on Form 10-K for our fiscal year ended September 30, 2024, 2025, filed with the SEC on December 26, 2024 January 13, 2026 or in other periodic and current reports that we file with the SEC.

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

December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2.2 million in cash. We valued the common stock at $8.9 million, based on the fair value of the Legacy Mobix common stock at the time of the acquisition.

January 6, 2026, we entered into securities purchase agreements with investors relating to a public offering of 30,000,000 shares of our Class A Common Stock at a price to the public of $0.20 per share (the "January Offering"). The net proceeds to us from the Offering were approximately $5.1 million, after deducting placement agent fees and commissions and other estimated offering expenses payable by us.

October 2025 Warrant Amendments

On October 24, 2025, we

entered into amendments to certain outstanding warrants to purchase an aggregate of 13,375,490 shares of the Company's Class A Common Stock (the "Amended Warrants"). The amendments revise certain terms of the outstanding warrants so that, under applicable accounting guidance, the Amended Warrants are classified as equity rather than liabilities on the Company's balance sheet. As part of these amendments, we issued an additional warrant to purchase 1,000,000 shares of Class A Common Stock on the same terms as the Inducement Warrants (as defined below).

We are registering for resale the shares underlying

the Amended Warrants and the 1,000,000 shares underlying the warrant granted on October 24, 2025 pursuant to this prospectus.

September 2025 Warrant Exercise Inducement

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We are registering for resale

the shares underlying the Inducement Warrants pursuant to this prospectus.

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In August 2025, we completed

a series of financing transactions that enhance our working capital position and provide additional financial flexibility.

November 7, 2025, we issued 350,000 shares of Class A Common Stock to Lendspark in exchange for advisory services (the "Lendspark Advisory Services Shares").

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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.

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 Advisory Services Shares, 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 maximum number of shares issuable under the terms of the Lendspark Purchase Agreement. 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.

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

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The offering 11 changes

shares (as of September 4, 2025).

shares (as of September 4, 2025).

Shares of Class A Common Stock offered by the Selling Stockholder Stockholders

Up to 24,127,116 shares of Class A Common Stock, outstanding

to 12,890,274 shares of Class A Common Stock, consisting of up to: (i) 150,000 Lendspark Commitment Shares, (ii) 350,000 Lendspark Advisory Services Shares, and (iii) 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, (vi) 500,045 shares underlying the Accredited Investor 16,161,787 Warrant (vii) 8,229,701 Shares underlying the Inducement Warrants and (viii) 384,053 (vii) 3,856,854 shares underlying the Placement Agent Warrants. issued as consideration in connection with our acquisition of RaGE Systems, as more fully described below.

Shares of Class B A Common Stock outstanding

101,072,226 shares (as

of January 31, 2026).

Shares of Class B Common Stock outstanding

2,004,901 shares (as

of January 31, 2026).

Risk factors 146 changes

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sales growth from our connectivity, aerospace, military, defense, medical and other products;

Since our inception in

2020, we have been focused on developing semiconductor products since invested a significant amount of time and expense into the design and development of technology for our inception in 2020. current and anticipated future products, including mmWave wireless technology. We have also grown through acquisitions of other businesses, including our recent fiscal year 2024 acquisitions of RaGE Systems and EMI Solutions, have which expanded our operations to the aerospace, military, defense, medical and other markets. However, it remains difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include, but are not limited to, our ability to:

continue to develop and commercialize our new products;

sustain and grow sales

of our existing products;

execute our growth strategies including through mergers and acquisitions;

Forecast our revenue and budget for and manage our expenses;

raise additional capital on acceptable terms to execute our business plan;

continue as a going concern;

attract new customers, retain existing customers and expand existing commercial relationships;

compete successfully in the highly competitive industries in which we operate;

plan for and manage capital expenditures for our current and future products, and manage our supply chain and supplier relationships related to our current and future products;

comply with existing and new or modified laws and regulations applicable to our business in and outside the United States, including compliance requirements of U.S. customs and export regulations;

anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

maintain and enhance the value of our reputation and brand;

effectively manage our growth and business operations;

develop and protect intellectual property;

maintain and enhance the security of our IT system;

hire, integrate and retain talented people at all levels of our organization;

successfully defend our company in any legal proceeding that may arise and enforce our rights in any legal proceedings we may initiate; and manage and mitigate the adverse effects on our business of any public health emergencies, natural disasters, widespread travel disruptions, security risks including IT security, data privacy, cyber risks, international conflicts, geopolitical tension and other events beyond our control.

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inception, we have incurred operating losses and negative cash flows, primarily due to our ongoing investment in product development.

we have incurred operating losses and negative cash flows, primarily due to our ongoing investment in product development. For the fiscal years ended September 30, 2024 2025 and 2023, 2024, we incurred losses from operations of $46.4 $37.7 million and $35.5 $46.4 million, respectively. and For the nine months quarters ended June 30, December 31, 2025 and 2024, we incurred a loss losses from operations of $30.5 $8.8 million and $14.6 million, respectively. As of June 30, December 31, 2025, we had an accumulated deficit of $134.9 $160.7 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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We believe that there

believe that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations beyond for at least the next approximately ninety days. twelve months. We will need to raise additional working capital to continue our normal and planned operations. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. In addition, as a public company, we will continue to incur increased accounting, legal, and other expenses which make it necessary for us to continue to raise additional working capital. Our efforts to grow our business may be costlier than expected, and we may not be able to generate sufficient revenue to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays, and other unknown events. Accordingly, substantial doubt exists about our ability to continue as a going concern, and we cannot assure you that we will achieve sustainable operating profits as we continue to expand our business and otherwise implement our growth initiatives and strategies.

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we are unable to achieve or maintain market acceptance of its our products, and if our products do not win widespread market acceptance, our business may be significantly harmed.

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for our 5G mmWave wireless semiconductor products are still developing and may not develop at the speed and scale as expected.

The markets for products designed

markets for our products designed for the 5G network mmWave wireless communication are relatively new and still developing, which makes our business and future prospects difficult to evaluate, and thus the estimates and forecasts of total addressable market and serviceable addressable market are subject to significant uncertainty. We and our customers are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. Many of the wireless and wired applications we and our customers are working towards commercializing require complex technology and are subject to uncertainties with respect to, among other things, the heavy capital investment required to commercialize those applications, the competitive landscape, the rate of consumer acceptance and the impact of current or future regulations. Regulatory, safety or reliability developments, many of which are outside of our and our customers' control, could also cause delays or otherwise impair commercial adoption of new technologies and solutions, which may adversely affect our growth.

As we develop mmWave wireless

we develop our 5G semiconductor products, we face the risk that potential customers may not value or be willing to bear the cost of incorporating our products into their product offerings, particularly if they believe their customers are satisfied with prior offerings. If we are unable to sell our 5G mmWave semiconductor products we seek to develop, and new subsequent generations of such products, the growth prospects of our 5G mmWave wireless semiconductor products may would be negatively affected.

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non-wireless connectivity products and solutions are also subject to intense competition. If customer preferences change to demand more lower-priced products, our competitive advantage will be reduced.

The markets for semiconductor

markets for semiconductor products and solutions are highly competitive. Our future success in commercializing our any semiconductor products and solutions we develop will depend on whether we can deliver the technology, products, and solutions solving our target customers' engineering challenges and continue to develop semiconductor products and solutions in a timely manner. Additionally, it will depend on whether we can stay ahead of successfully compete with existing and new competitors. Some of our existing competitors and potential new competitors have longer operating histories, greater name recognition, more established customer bases, and significantly greater financial, technical, research and development, marketing, and other resources than we do. In some cases, our competitors may be better positioned to initiate or withstand substantial price competition. If we are not able to maintain favorable pricing for our products and solutions, our profit margin and profitability could suffer. Certain competitors may be better positioned to acquire competitive solutions and take advantage of acquisition or other similar expansion opportunities. Increased competition may result in pricing pressure and reduced margins, impeding our ability to increase the sales of our products or causing us to lose market share. Any of these outcomes will adversely affect our business, results of operations, and financial condition.

If we are not able to maintain favorable pricing for our products and solutions, our profit margin and profitability could suffer. Certain competitors may be better positioned to acquire competitive solutions and take advantage of acquisition or other similar expansion opportunities.

Increased competition may result in pricing pressure and reduced margins, impeding our ability to increase the sales of our products or causing us to lose market share. Any of these outcomes will adversely affect our business, results of operations, and financial condition.

Our interconnect products

are also subject to intense competition.

markets for our non-wireless and connectivity interconnect products and solutions are competitive and fragmented and are subject to changing technology and shifting customer needs. A number of vendors produce and market products and services that compete to varying extents with our offerings, both in terms of performance and price. We expect this competition to continue and intensify. Moreover, the rapid rate of technological change changes affecting the connectivity market markets for our interconnect products could increase the chances that we will face competition from new products or services designed by companies with whom we do not currently compete. service offerings from both existing and new competitors.

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Consolidation among our competitors and integration among our customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which could have a material adverse effect on our business.

consolidation or vertical integration of our customers may adversely affect our financial results.

Our industry is characterized

industry is characterized by the high costs associated with developing marketable semiconductor products and solutions as well as high levels of investment in production capabilities. As a result, the semiconductor industry has and the markets we serve have experienced, and may continue to experience, significant consolidation among companies and vertical integration among our competitors or customers. Larger competitors resulting from consolidations may have certain advantages over us, including, but not limited to, substantially greater financial and other resources with which to withstand adverse economic or market conditions and pursue development, engineering, manufacturing, marketing, and distribution of their products; longer operating histories; presence in key markets; patent protection; and greater name recognition. In addition, we may be at a competitive disadvantage to our peers if we fail to identify attractive opportunities to acquire companies to expand our business. Consolidation among our competitors or customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which could have a material adverse effect on our business.

generate a substantial portion of our revenues from one customer and expect that we will generate revenue from a limited number of customers in the near future; and the loss of any key customer could have a material adverse effect on its our business.

Our primary customers are organizations

primary customers are organizations that sell product solutions for aerospace, military, defense, healthcare, aerospace, commercial, industrial and professional audio video other applications. We have also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave 5G ICs when the products are available for sale. If they do purchase our mmWave 5G ICs, we expect them to purchase these products on a purchase order basis when we complete development and commence sales, which is customary in the semiconductor industry.

For the year ended September

the commencement of our operations and through the year ended September 30, 2023, we generated substantially all of our revenues from the sale of our active optical cables products. During the year ended September 30, 2024, our acquisitions of EMI Solutions and RaGE Systems significantly diversified our products and our customer base. For the year ended September 30, 2024, 2025, sales to Leidos Holdings, Inc. accounted for approximately 40% 50% of our net revenues and no other customer accounted for 10% or more of our net revenues. The loss of this customer would have a material adverse impact on our results of operations and financial condition.

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We depend on third-party suppliers

depend on third-party offshore manufacturers for producing several many of the components used in our products, and in the event of a disruption in our supply chain, any efforts to develop alternative supply sources may take longer to take effect than anticipated.

currently rely on offshore manufacturers to produce several third party suppliers, including suppliers outside the United States, for many of the components and materials used in our products. We cannot be sure that these manufacturers suppliers will remain in business. or that they will not be purchased by one of Our competitors. Our reliance on offshore manufacturers suppliers subjects us to a number of risks that include, among other things:

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our products could be produced by other manufacturers, any attempt to transition our supply arrangement to one or more other manufacturers could entail expense and could lead to delays in production. If we are unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, we may encounter difficulty in meeting customer demands as we seek alternative sources of supply. If any of the risks discussed above materialize, costs could significantly increase, and our ability to meet demand for our products could be impacted.

Our reliance on U.S. and non-U.S.

suppliers to secure parts, components and sub-systems used in our products also exposes us to volatility in the prices and availability of these materials and services. In some instances, we depend upon a single source of supply, manufacturing, services support or assembly or we may be subject to specific procurement requirements that limit the types of materials we use, which may further limit the suppliers and subcontractors we may utilize. Although the components and materials we require may be available from other suppliers, any attempt to transition our supply arrangement to one or more other suppliers could entail expense and could lead to delays in production.

If we are unable to arrange for sufficient supply of the components and materials we require, we may encounter difficulty in meeting customer requirements or increases in our operating costs which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

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sustained uncertainty about, or worsening of, geopolitical tensions including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade. Any or all of these factors could negatively affect our business, results of operations, financial condition and growth.

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we are successful in executing our business strategy, we will need to expand our managerial, operational, financial, and other systems and resources to manage our operations, continue our research and development activities, and, in the longer term, build a commercial infrastructure to support the commercialization of any of our products. Future growth would impose significant added responsibilities on members of our management. It is likely that Our management, finance, development personnel, systems, and facilities currently in place may not be adequate to support this future growth. We need to effectively manage our operations, growth, and controls, and we continue to develop more robust business processes and improve our systems and procedures in each of these areas and to attract and retain enough numbers of talented employees. We may be unable to successfully implement these tasks on a larger scale, and, accordingly, may not achieve our growth goals.

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in global political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we may purchase, manufacture, or sell our products or conduct our business could adversely affect our business. In recent years, the United States has instituted or proposed changes in trade policies that include export control restrictions, the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States, increased economic sanctions on individuals, corporations, or countries, and other government regulations affecting trade between the United States and other countries where we conduct our business or plan to conduct business. including China, where we source materials for our connectivity products and package and test our semiconductor products. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business. It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

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We are dependent upon our officers and directors,

and their loss could adversely affect our ability to operate.

Our operations are dependent

upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors. None of our directors are required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on the business.

We identified material weaknesses

identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise continue to fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and share price.

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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 September 30, 2024; and, an adjustment to the number of shares of our Class B Common Stock reported as issued and outstanding as of June 30, 2025.

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have begun implementation of a plan to remediate these material weaknesses, which we expect will result in significant future costs for us.

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are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors. None of our directors are required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on the business.

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Currently, our Class A Common

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.

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 and gave us 180 calendar days, or until October 27, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days (the "Initial Compliance Period").

On October 24, 2025, we submitted

a request to Nasdaq for an additional 180-day period (the "Second Compliance Period") to provide additional time for us to demonstrate compliance with the Minimum Bid Price Requirement. On October 29, 2025 we received written notice from Nasdaq (the "Extension Letter") granting us an extension through April 27, 2026 (the "Extension Deadline"), to regain compliance with the Minimum Bid Price Requirement. The Extension Letter has no immediate effect on the Nasdaq listing or trading of our common stock. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the Second Compliance Period our shares will be subject to delisting from Nasdaq.

We are also required

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, January 15, 2026, we received a delinquency notification letter (the "MVLS Notice") from the Staff due to the non-compliance that we are not compliant with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities ("MVLS Requirement") of $35 million. While We are currently in have 180 calendar days to regain compliance with the MVLS Requirement. there can be no assurance that If we will continue fail to remain in timely regain compliance with this standard or the other listing standards of MVLS Requirement, Nasdaq will provide written notification to us that our common stock is subject to delisting.

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in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Closing, there was no public market for the stock of Legacy Mobix or our Class A Common Stock. Although we have listed the Class A Common Stock on Nasdaq, an active trading market may not be sustained. If an active market for the Class A Common Stock is not sustained, it may be difficult for you to sell shares at an attractive price or at all.

trading price of our securities is volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Price volatility may be greater if the public float and/or trading volume of the Class A Common Stock is low.

of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities may include:

or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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and 66 more changes in the filing

Use of proceeds 7 changes

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

This 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, the Inducement Warrants and the Placement Agent Warrants for cash, we will receive an aggregate of approximately $9.8 $15.6 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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On February 10, 2026, the

October 3, 2025, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $0.935 $0.2196 per share and $0.14 $0.08 per warrant, respectively.

As of January 31, 2026,

of September 4, 2025, there were 58,613,868 101,072,226 shares of Class A Common Stock outstanding held of record by 249 244 holders, 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 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.

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PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

otherwise expressly stated or defined or unless the context otherwise requires, defined terms included below have the same meaning as terms defined and included elsewhere in the prospectus.

unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024 presents the consolidated results of operations of Mobix Labs after giving pro forma effect to Mobix Labs' acquisition (the "Acquisition") of EMI Solutions which Mobix Labs completed on December 18, 2023, as if the Acquisition had occurred on October 1, 2023. The unaudited pro forma condensed combined statement of operations has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 " Amendments to Financial Disclosures about Acquired and Disposed Businesses ." No unaudited pro forma condensed combined statement of operations is presented for the six months ended March 31, 2025 because Mobix Labs' historical condensed consolidated statement of operations for the six months ended March 31, 2025 reflects the acquisition of EMI Solutions. No unaudited pro forma condensed combined balance sheet is presented because Mobix Labs' historical unaudited condensed consolidated balance sheet as of March 31, 2025 reflects the acquisition of EMI Solutions.

historical financial information of Mobix Labs was derived from its audited financial statements as of and for the years ended September 30, 2024 and 2023 included elsewhere in this prospectus. The historical financial information of EMI Solutions was derived from the unaudited financial statements of EMI Solutions for the period from October 1, 2023 to December 18, 2023 not included herein. This information should be read together with the Company's historical financial statements, the financial statements of EMI Solutions, Inc. for the years ended June 30, 2023, and 2022, the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations ," and other financial information included elsewhere in this prospectus.

unaudited pro forma condensed combined statement of operations is for informational purposes only. It does not purport to indicate the results that would have been obtained had the Acquisition actually been completed on the assumed date or for the period presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. All amounts presented are in thousands, except numbers of shares and per share amounts.

Pro Forma Condensed Combined Statement of Operations

the Year Ended September 30, 2024

thousands, except share and per share amounts)

Research and development

Selling, general and administrative

of long-lived assets

Income (loss) from operations

Change in fair value of earnout liability

Change in fair value of PIPE make-whole liability

Change in fair value of SAFEs

Merger-related transaction costs expensed

Private placement costs

Other non-operating losses,

Income (loss) before income

Net and comprehensive income

Deemed dividend from warrant

Net income (loss) available

to common stockholders

Net loss per share of Class A and Class B Common

Weighted-average common shares outstanding:

TO THE UNAUDITED PRO FORMA

COMBINED FINANCIAL INFORMATION

Acquisition of EMI Solutions

December 18, 2023, Mobix Labs completed the Acquisition when it acquired all of the issued and outstanding common shares of EMI Solutions, which was accounted for as a business combination. Consideration for the Acquisition consisted of 964,912 shares of Legacy Mobix Labs' common stock with an estimated fair value of $8,856 and $2,200 in cash. Of the cash portion of the consideration, $155 was paid at the time of the consummation of the Acquisition and $1,000 was paid in January 2024, with the remainder payable in quarterly installments through June 2025.

Basis of Pro Forma Presentation

Labs' historical consolidated statement of operations for the year ended September 30, 2024 includes the results of operations of EMI Solutions for the period from December 19, 2023 to September 30, 2024. The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024 combines the historical consolidated statement of operations of Mobix Labs for the year ended September 30, 2024 with the historical unaudited statement of operations of EMI Solutions for the period from October 1, 2023 to December 18, 2023.

Labs and EMI Solutions did not have any historical relationships prior to the Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The unaudited pro forma condensed combined statements of operations do not include any costs associated with any integration or restructuring activities resulting from Acquisition. In addition, the unaudited pro forma condensed combined statements of operations do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.

unaudited pro forma condensed combined statement of operations is for informational purposes only and does not purport to indicate the results that would have been obtained had the Acquisition actually been completed on the assumed date or for the period presented, or which may be realized in the future.

amounts presented are in thousands, except numbers of shares and per share amounts.

Accounting Policies and Reclassifications

unaudited pro forma condensed statements of operations have been compiled in a manner consistent with the accounting policies adopted by Mobix Labs. The accounting policies of EMI Solutions were not materially different from those of Mobix Labs.

Pro Forma Adjustments

pro forma adjustments are based on the information currently available and the assumptions and estimates which Mobix Labs believes to be reasonable.

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.

adjustments made in preparing the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024 are as follows:

increase amortization expense relating to the identified intangible assets recognized in connection with the Acquisition by $139, as if such amortization had begun on October 1, 2023. The intangible assets consist of customer relationships, backlog and trade names having an aggregate fair value of $4,900 as of the date of the Acquisition. The intangible assets are being amortized over their estimated useful lives, ranging from one year to fifteen years.

reflect the issuance of 964,912 shares of Legacy Mobix Labs' common stock as consideration for the Acquisition, as if such shares had been issued on October 1, 2023.

forma basic and diluted net loss per share of Class A and Class B Common Stock is calculated using Mobix Labs' historical weighted average shares outstanding, adjusted to reflect the issuance of additional shares in connection with the Acquisition, as if those shares had been issued on October 1, 2023.

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.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MOBIX LABS following discussion and analysis should be read in conjunction with our consolidated financial statements included elsewhere in this prospectus. The following discussion contains forward-looking statements based upon current beliefs that involve risks, uncertainties, and assumptions, such as statements regarding our plans, objectives, expectations, intentions, and projections.

Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. You should carefully read the "Risk Factors" section and the Cautionary Note Regarding Forward-Looking Statements as well as the risks and uncertainties set forth in this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

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.

design, develop and sell components and systems

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 defense, aerospace, 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, commercial and industrial 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.

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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."

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.

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

the 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 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 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.

2024 Private Placement

July 22, 2024, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional accredited investor in connection with a private placement (the "Private Placement"). Pursuant to the Securities Purchase Agreement, on July 24, 2024, we issued an unregistered pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 2,877,698 unregistered shares of our Class A Common Stock. We also issued 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 Private Placement of $4,000, before payment of fees and expenses to the placement agent of $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").

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.

of RaGE Systems Inc.

May 21, 2024, we completed the previously announced 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.

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.

of EMI Solutions, Inc.

December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 in cash. We valued the common stock at $8,856, based on the fair value of the Legacy Mobix common stock at the time of the acquisition.

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 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.

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.

this discussion, unless otherwise noted or otherwise suggested by context, all references to "we," "us" or "our" refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5G wireless products by designing and developing high performance cost-effective and ultra-compact semiconductor components and system-level solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in serving 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.

December 21, 2023, we consummated the merger pursuant to the Business Combination Agreement by and among Merger Sub, and Legacy Mobix, 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. In connection with the the Closing, Chavant changed its name from "Chavant Capital Acquisition Corp." to "Mobix Labs, Inc." and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix this discussion, unless otherwise noted or otherwise suggested by context, all references to "we," "us" or "our" refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the of Class A Common Stock On January 6, 2026, we entered into certain securities purchase agreements with unrelated investors relating to a public offering of 30,000,000 shares of our Class A Common Stock at a price to the public of $0.20 per share (the "Offering"). In connection with the Offering, we entered into a placement agency agreement, pursuant to which we agreed to pay the placement agent a cash placement fee equal to 8.0% of the aggregate gross proceeds raised in the Offering. Subject to certain conditions, we also agreed to reimburse the placement agent up to 1.0% of the gross proceeds raised in the Offering for non-accountable expenses and up to $100 for fees and expenses of legal counsel and other out-of-pocket expenses. We also agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the placement agent may be required to make in respect of those liabilities. The net proceeds to us from the Offering were approximately $5,135, after deducting placement agent fees and commissions and other estimated offering expenses payable by us.

the Market Offering Agreement

October 21, 2025, we entered into an At The Market Offering Agreement (the "ATM Agreement") with Roth Capital Partners, LLC ("Manager") under which we may offer and sell, from time to time at our sole discretion, up to $15,800 in shares of our Class A Common Stock through the Manager acting in its capacity as our sales agent.

to the ATM Agreement, sales of the Common Stock, if any, will be made under our effective Registration Statement on Form S-3 (File No. 333-284351), previously filed with the Securities and Exchange Commission on January 17, 2025 and declared effective on January 24, 2025, and the prospectus supplement relating to this offering for up to $15,800 in shares of its Common Stock, filed on October 21, 2025 by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Manager will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay the Manager a commission of three percent of the gross sales proceeds of any Common Stock sold through the Manager under the ATM Agreement, and we have also provided the Manager with customary indemnification rights.

We intend to use the net proceeds from the sales of our Common Stock under the ATM Agreement for working capital purposes.

the three months ended December 31, 2025, we sold 1,914,496 shares of our Class A Common Stock under the ATM agreement, for net proceeds (after commissions) of $1,254. The amount and timing of the proceeds we may receive from sales of our Class A Common Stock pursuant to the ATM Agreement, if any, will depend on a number of factors, including that we are eligible to use the Registration Statement on Form S-3 to sell the shares to the Manager, the numbers of shares we may elect to sell, the timing of such sales and the future market price of our Class A Common stock. As of the date of this prospectus, we are unable to sell shares pursuant to the ATM Agreement due to restrictions on the use of the Registration Statement on Form S-3.

April 4, 2025, we entered into a securities purchase agreement (the "2025 Securities Purchase Agreement") with an institutional accredited investor, pursuant to the 2025 Securities Purchase Agreement, on April 7, 2025 which we issued 3,850,000 shares of our Class A Common Stock, and a pre-funded warrant to purchase up to 1,026,860 shares of our Class A Common Stock 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. In addition, in a concurrent private placement (together with the Registered Direct Offering, the "April 2025 Offering"), we issued unregistered common stock warrants (the "Common Warrants") to purchase up to 4,876,860 shares of our Class A Common Stock (together, the "April 2025 Offering"). The pre-funded warrant has an exercise price of $0.0001 per share is exercisable immediately and may be exercised at any time. was immediately exercisable. The Common Warrants have an exercise price of $0.8202, and became are currently exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 and will expire on May 30, 2030. The net proceeds to us from the April 2025 Offering were $3,645, after payment of the placement agent's fees of $355.

the year ended September 30, 2025, the investor fully exercised the pre-funded warrant, for net proceeds to us of $10.

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 to 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 are currently 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 prior to October 1, 2025.

As part of connection with the April 2025 Offering, we amended the 5,755,396 then outstanding Series A Warrants and Series B PIPE Common Warrants to reduce the exercise price from $1.39 per share to $0.8202 per share. which became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. 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. As a result of the modification of the PIPE Common Warrants, during the year ended September 30, 2025 we recognized a non-cash loss of $493.

September 2025, we entered into the Inducement Letter with a 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 Class A Common Stock at $0.8202 per share. We received gross proceeds of approximately $4,500 from the exercise of these warrants. In connection with the warrant exercise inducement, we paid our financial advisor a cash placement fee of $315 and issued the financial advisor warrants to purchase up to 384,053 shares of our Class A Common Stock at an exercise price of $1.08 per share.

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and 185 more changes in the filing

Business 77 changes

2021, we completed the acquisition of substantially all of the assets including intellectual property of Cosemi, an Irvine, California-based global supplier of high-speed connectivity solutions. The acquired products and intellectual property 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.

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 earn-out 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.

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 defense, aerospace, 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, commercial and industrial 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 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.

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 Capital Acquisition Corp. ("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 Closing 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 were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5G wireless products by designing and developing high performance cost-effective and ultra-compact semiconductor components and system-level solutions used for signal processing applications in wireless products. devices. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in serving 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.

December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 in cash. We valued the common stock at $8,856, based on the fair value of the Legacy Mobix common stock at the time of the acquisition. Additional details of our accounting for our acquisition of EMI Solutions are included in the notes to our consolidated financial statements included herein.

May 21, 2024, we completed the acquisition of RaGE Systems, Inc. ("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.

leadership team is comprised of industry veterans with prior experience at premier semiconductor and connectivity companies, including Microsemi Corporation (which was acquired by Microchip Technology Inc.), Skyworks Solutions, Inc., Maxim Integrated Products, Inc. (which was acquired by Analog Devices Inc.), Qorvo, Inc., STMicroelectronics N.V., MaxLinear, Inc. Qualcomm Incorporated, Macom Technology Solutions Holdings, Inc. and Texas Instruments Incorporated. and Our leadership team has significant experience and insight into growing advanced technology companies and executing strategic acquisitions to accelerate growth. Our engineering team is highly skilled in radio frequency, analog and mixed-signal technologies and has prior experience spearheading development of RF solutions that are widely used in existing wireless systems and devices.

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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.

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

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.

— The specification, design and manufacture of very small electronic designs and components and circuits drives most electronics growth in the modern electronics industry. Higher mobility, lower costs and greater energy efficiency drive innovations in communications, automotive, medical, sensing and other applications for the consumer commercial electronics, industrial electronics and aerospace and defense electronics markets. Microelectronics covers application specific integrated circuits ("ASIC"), RFIC and system on chip ("SoC") IC designs. It also includes devices such as multi-chip modules ("MCMs") and multi-chiplet modules (" ("McMs"). "). The trends now are to drive microelectronics to have global connectivity options and included capabilities for machine learning and AI. .

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- The demand for high bandwidth and low latency connections is expected to extend from wireless to wired connections for many current and next generation applications. Many professional audio/video ("Pro A/V") systems, such as video conferencing, are capitalizing on the advantages of AOC connections to provide a high bandwidth, uncompressed high-definition signal with low latency over greater distances.

We believe the push to include 5G connectivity in the Pro A/V and other markets of mission-critical applications, such as for autonomous vehicles and remote medicine, has already begun and will be a significant opportunity.

Commercial - Customer premise equipment requires the high bandwidth and low latency capabilities of 5G technology. This has created opportunities in existing and emerging markets beyond the traditional mobile handset and consumer electronics markets being served by 4G LTE. Data intensive applications from mobile high definition 4K and 8K streaming to wireless AR/VR are expected to drive the demand for high-performance, compact and cost-effective solutions that enable next generation connectivity, creating opportunities for the application of our wireless solutions.

a global provider of a diverse portfolio of advanced capability products, we believe that we are well positioned to capitalize upon the strong growth trends within the consumer defense, aerospace, commercial, industrial automotive, medical, aerospace and defense other markets worldwide. We believe our technology, products, and acquisition strategy will serve as strong bases for growth in the markets we currently serve as well as enable us to penetrate new markets globally. We believe our ability to develop and produce market-leading products and services coupled with our deep knowledge of our customers and end markets will enable us to expand our domestic and international market share and continue to offer our customers high-value solutions.

and Defense — We offer a variety of products

that support the needs of end-user customers in the aerospace and defense and HiRel markets, including our wireless systems solutions and interconnect products. Key end customers, including the U.S. military, have expressed a need for high-speed, reliable and secure communications links for various applications, including the "Connected Soldier" and "Connected Battlefield" in the Internet of Military Things, which includes sensing and computing devices worn by soldiers, embedded in combat suits and helmets.

High bandwidth connectivity utilized in a private network is increasingly expected to allow the military to track, monitor and manage assets in the field in real time, enhancing market demand for high-performance, reliable and cost-effective solutions, which our products are designed to be.

— Securing sensitive areas such as airports, ports of entry, government offices and data centers as well as other public spaces is a major growth area due to the lack of system level solutions and companies with the capabilities to service these markets. We believe this presents an opportunity for us and our capabilities in the design, testing and manufacturing of multi-band, multi-spectral systems integrated with data processing and AI with machine leaning. We believe our unique position supplying the largest systems integrator of these types of solutions domestically offers us an opportunity to develop new capabilities and enter new markets.

We believe this presents an opportunity for us and our capabilities in the design, testing and manufacturing of multi-band, multi-spectral systems integrated with data processing and AI with machine leaning. We believe our unique position supplying the largest systems integrator of these types of solutions domestically offers us an opportunity to develop new capabilities and enter new markets.

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As the world becomes more and more connected, we believe our True5G mmWave 5G ICs (currently in development) and LEO SATCOM connectivity will be an attractive solution for keeping consumers connected anywhere in the world.

- We expect that emerging mission-critical applications will rely on the low latency capabilities of wireless mmWave 5G technology.

For example, self-driving, autonomous vehicles require a reliable, high-bandwidth, high-speed signal with the lowest latency possible to enable communication with other vehicles and networks and decision-making in real time. We expect the universal frequency coverage of our True5G ICs will allow automotive system suppliers to develop a single SKU solution that can be installed on any car worldwide.

We seek to offer the ability to integrate 5G connectivity to existing systems through working with partners and system integrators for the automotive market. AOC connections are also being explored to provide high-speed, high-bandwidth and electromagnetic interference-free connectivity with low latency and much lighter weight when compared to existing copper cables.

- Ultra-low latency connections in the medical industry are expected ultimately to allow doctors and surgeons to operate and treat patients remotely in true real time without any noticeable lag. Our 5G mmWave ICs are designed to enable these broadband connections with the low latency. We see opportunities to use our AOCs to connect surgical robots and cameras to remote monitors. AOC technology allows signals to be transferred from the camera to the monitor with a fully uncompressed signal with low latency and be galvanically isolated ( i.e. , free from electromagnetic interference). Moreover, sensing and detection solutions for medical applications, which are less invasive for patients and more cost effective for providers, are in increasing demand. RF, mmWave, IR and other sensor types can be combined through microelectronics with AI and machine learning to detect and identify potential areas in and on the body for more detailed examination. We believe our knowledge, IP and industry partnerships can help us leverage new designs and products in this market area.

and Defense - We offer a variety of products that support the needs of end-user customers in the aerospace and defense and HiRel markets, including our wireless systems solutions and interconnect products. Key end customers, including the U.S. military, have expressed a need for high-speed, reliable and secure communications links for various applications, including the "Connected Soldier" and "Connected Battlefield" in the Internet of Military Things, which includes sensing and computing devices worn by soldiers, embedded in combat suits and helmets. High bandwidth connectivity utilized in a private network is increasingly expected to allow the military to track, monitor and manage assets in the field in real time, enhancing market demand for high-performance, reliable and cost-effective solutions, which our products are designed to be.

Optical Cables - We provide active optical cables that offer the ability to extend high bandwidth signals with ultra-low latency from the wireless portion of a system to the wired portion. Our True Xero AOCs are designed to deliver fiber optic connectivity at an affordable price for a wide range of applications, including 5G infrastructure, autonomous vehicles, Pro A/V, AR/VR and remote medical systems, among others.

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

Communications — With the proliferation of satellite enabled devices there is an industry push to converge broadband low earth orbit satellite communications ("LEO SATCOM") with terrestrial 5G and other technologies. LEO SATCOM applications can provide lower latency and greater global coverage compared to geosynchronous satellite applications. On the ground terminal side, having a broadband satellite connection as a backup will allow many devices from handsets and laptops to connected cars to have more stable connections. As the world becomes more and more connected, we will seek to provide wireless systems solutions and LEO SATCOM connectivity designed to offer an attractive solution for keeping consumers connected anywhere in the world.

Systems Solutions - Our wireless systems solutions products and services address three key markets—communications, sensing and detection, and microelectronics.

— We provide both products and services for communications applications. Typically, we contract with customers to specify, design, prototype and validate products for markets in which our customers have an established position. We offer a highly skilled, multi-functional, knowledgeable team and we have significant industry know-how that cuts across every system aspect. Once the prototypes or trial units have been fielded, we seek to enter into a supply contract to build, test, ship and maintain products for our customer. customers. In 2024 we launched our SMART™ Edge device—a software-manageable autonomous radio transceiver and an innovative appliance optimized for deployment at the network edge. This device is software programmable for a variety of applications such as RF spectrum analysis, RF broadcast node, transition base station and other custom applications.

and Detection — We provide a custom designed product and a variety of services for sensing and detection applications. In security technology systems for airports, ports and borders, we work with a market leader and provide a key mmWave sensing module used in latest generation systems. We also provide design services to help with system improvements, cost reduction, new features and system development. We seek to expand our customer and application space to include non-destructive sensing of critical infrastructure components like wooden timbers, concrete and other building materials .

We seek to expand our customer and application space to include non-destructive sensing of critical infrastructure components like wooden timbers, concrete and other building materials.

— 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. We expect our 5G chipset IP and technology will feature a design which will minimize minimizes the number of semiconductor chips needed to enable 5G mmWave wireless devices, and therefore we believe expect that our product products 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.

Products - Our interconnect products consist of EMI filter inserts and filtered and non-filtered connectors. EMI filters are crucial components utilized in various electronic systems to mitigate EMI and ensure the integrity and reliability of signal transmission. These filters are designed to selectively attenuate or block unwanted electromagnetic noise while allowing desired signals to pass through unaffected. Our interconnect products are deployed in aerospace, military, defense, medical and healthcare products, and play a pivotal role in maintaining signal clarity, reducing signal distortion, and safeguarding against potential disruptions caused by external electromagnetic sources. By incorporating our interconnect products into electronic circuitry, our customers enhance the performance, efficiency, and overall functionality of their products, thereby meeting stringent regulatory standards and ensuring optimal operational reliability in diverse applications.

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.

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supplier of connectivity products - The majority of AOC suppliers today are based in China. We believe this creates concerns for certain U.S.-based customers with respect to overall quality and pricing due to global economic tensions and tariffs. We use a U.S.-based fabless company with manufacturing relationships in regions outside China, such as Taiwan, and with a focus on performance, quality and customization while maintaining competitive pricing in the AOC market. We believe that being able to provide a high-quality custom or semi-custom AOC solution enables Mobix Labs to serve the evolving needs of mission-critical applications in the automotive, medical and military markets.

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.

products and solutions are designed to:

AOC connections to provide a high bandwidth, uncompressed high-definition signal with low latency over greater distances. We believe the push to include 5G connectivity in mission-critical applications, such as for autonomous vehicles and remote medicine, has already begun and will be a significant opportunity for us; and minimize EMI in mission critical applications, including aerospace, military, defense and healthcare.

our wireless mmWave 5G ICs currently in development, we outsource wafer fabrication to Taiwan Semiconductor Manufacturing Company (" TSMC ").

acquisition and integration track record — Since our founding in 2020, we have strategically expanded our portfolio through the acquisition and integration of other businesses, including RaGE Systems and EMI Solutions, and Cosemi, each of which aimed at broadening our operational capabilities and enhancing our financial metrics. These strategic initiatives have been instrumental in optimizing operational efficiencies across each acquired entity, subsequently bolstering our financial performance. In particular, we believe our recent acquisitions of RaGE Systems and EMI Solutions have allowed us to access new markets within the defense, military, aerospace and healthcare sectors.

scalable wireless technology — We expect to base our mmWave 5G ICs are based on a complementary metal-oxide-semiconductor ("CMOS") process. We believe designing high-performance RF and mixed-signal/analog ICs in CMOS allows for higher levels of integration, which can lead to more compact products in a cost-effective manufacturing process. Due to the levels of integration afforded to us by designing in CMOS, we are able to design compact chips with frequency bands used worldwide in a form factor, or physical design specifications, similar to our competitors' regional products. Additionally, we will seek to offer our mmWave 5G chipset as a single SKU, scalable chipset that we believe will simplify manufacturers' designs and accelerate our customers' time to market.

of interconnect products — We believe certain of our customers, particularly those serving the defense industry, prefer to source interconnect products from U.S.-based suppliers like us. We believe this is important to certain customers with respect to overall quality and pricing due to global economic tensions and tariffs. We believe that being able to provide a high-quality interconnect solutions enables us to serve the evolving needs of mission-critical applications in the aerospace, defense, medical and other markets.

Extensive patent and

trade secret portfolio — We believe our intellectual property portfolio, comprising a combination of existing and pending patents and trade secrets, provides us with a significant competitive advantage in our wireless systems solutions and interconnect products. We expect the intellectual property and expertise we have 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 for our customers' complex engineering challenges and capitalize on secular growth trends.

Acquire and integrate

and integrate complementary assets — A key component of our growth strategy is to continually explore acquisition opportunities that can be accretive in both the short and long term or fill a potential technology gap. A critical element of our ability to execute on our acquisition strategy is the timely and successful integration of companies that we acquire, with the goal of quickly achieving sustained operational and financial benefits. We begin this integration process during the negotiation and due diligence processes for each acquisition.

Accelerate technology

technology development and innovation — We are dedicated to developing innovative solutions for next generation consumer commercial, industrial, automotive, medical and aerospace and defense products. In this effort, we have developed our proprietary technology, or may work with our customers' IP, for mmWave, 2/3/4/5G communications and ICs for a variety of applications. We believe this approach will allow us to develop more efficient, cost-effective and compact products and solutions for our customers.

into new end markets and geographies — Our products and solutions are designed to:

5G mmWave wireless devices to transmit and receive data at extremely high data rates which we believe will surpass those currently available in the consumer market; and minimize EMI in mission critical applications, including aerospace, military, defense and healthcare.

connectivity products are currently targeted at the North American Pro A/V and medical robotic surgery markets, with opportunities for expansion into other markets. We believe our diverse product offerings, our intellectual property and the global distribution and sales channels we have established provide additional opportunities to address several new markets from data centers to emerging 5G wireless applications worldwide.

currently manufacture a majority of our interconnect products and wireless systems solutions at our own facilities.

manufacture our products either at our own facilities or obtain manufacturing services from We also rely on contract manufacturers We currently manufacture a substantial portion of our products at our own facilities. for certain production processes. This strategy is intended to allow us to efficiently manage both our supply competitiveness and manufacturing utilization in order to minimize the risk associated with market fluctuations and maximize our cash flow. Our internal manufacturing capabilities are focused on our interconnect products and wireless systems solutions. Due to the application of our interconnect products in national security and defense applications, our interconnect products must be manufactured in the United States, with limited exceptions.

mmWave wireless IC products, we expect to outsource wafer fabrication to third party wafer manufacturers, as is common in the semiconductor industry. We believe the manufacturing process used by TSMC is processes we will require are available from other multiple wafer fabrication providers. However, given TSMC's manufacturing capacity, We do not expect to need to engage any other wafer fabrication provider for our wireless mmWave 5G ICs. We believe that the raw materials, parts and supplies used in wafer fabrication are generally available at present and will remain available in the foreseeable future. Semiconductor wafers are usually shipped to third-party contractors for device assembly and packaging, where the wafers are cut into individual die, packaged and tested before final shipment to customers. We will also rely on third parties for device assembly and packaging services.

We will also rely on third parties for device assembly and packaging services.

sell our products and services directly to original equipment manufacturers ("OEMs") or original design manufacturers ("ODMs") and contract manufacturers through our global sales force. network of representatives and distributors. Our go-to-market strategy provides comprehensive customer coverage. We seek to collaborate with customers through the technology selection and design processes to gain design wins. We are customer and standard agnostic, allowing our solutions to be used globally and across multiple platforms and customers. We target innovative product suppliers and focus on communications technology used in mission critical and HiRel applications.

We target innovative product suppliers and focus on communications technology used in mission critical and HiRel applications.

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Systems Solutions - We strive to implement our go-to-market strategy, which is intended to provide comprehensive customer coverage through semiconductor component distributors and independent sales representative organizations. We currently have two direct sales representatives.

have engaged with several top tier OEMs and ODMs that develop 5G wireless applications for various industries, including communication infrastructure and automotive. The independent sales representative organizations we work with provide lead generation, pre-sales support and customer service to our mutual customers. They also work closely with us throughout the process of bringing our customers' products to market. The independent sales representative organizations we work with have deep experience in creating market awareness, building a strong design pipeline and cultivating ongoing customer relationships to drive sales growth for wireless products. Our distributor partners can also provide product fulfillment and global supply chain support for our customers.

- For our connectivity business, we are engaged directly with our customers, who are often suppliers and distributors in the Pro-AV (professional audio-visual) and medical markets. We provide standard and custom solutions to these customers that are marketed under their brand names.

the commencement of our operations and through the year ended September 30, 2023, we generated substantially all of our revenues from the sale of our connectivity products. During the year ended September 30, 2024, our acquisitions of EMI Solutions and RaGE Systems significantly diversified our product groups and our customer base. For the year ended September 30, 2024, sales to Leidos Holdings, Inc. accounted for approximately 40% of our net revenues and no other customer accounted for 10% or more of our net revenues.

- There are many companies offering different connectivity solutions, including AOCs, copper passive cables, copper active cables, HDBaseT or pure fiber optic cables. We believe that AOCs offer advantages, including longer distances, a single cable, plug and play capability and a thin, flexible and lightweight design. The majority of competing suppliers of AOCs are based in China and offer solutions that we believe are often perceived in the market as being of lower quality and compete primarily on price.

strive to implement our go-to-market strategy, which is intended to provide comprehensive customer coverage through electronic component distributors and independent sales representative organizations. We also maintain a network of distributors and independent sales representative organizations, primarily in Europe and the Asia-Pacific region. As is customary in the semiconductor electronic components industry, our distributors and independent sales representative organizations may also market other products that compete with ours.

sales process of semiconductor electronic components and solutions typically commences with identifying and qualifying prospective customers and programs. Component suppliers like Mobix Labs need to must collaborate with the prospective customers to work through the design funnel until production of the customers' products. During this process, component suppliers often provide technical support directly or through the independent sales representative organizations that are concurrently providing pre-sales, post-sales and account management services to bring the customers' products to market in a timely manner.

primary customers are organizations that sell product solutions for aerospace, military, defense and healthcare applications.

primary customers are organizations that sell product solutions for aerospace, military, defense, healthcare, and professional audio video applications. We have also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave 5G ICs when the those products are available for sale. If they do purchase our mmWave 5G ICs, we expect them to purchase these products on a purchase order basis when we complete development and commence sales, which is customary in the semiconductor industry.

the year ended September 30, 2025, sales to Leidos Holdings, Inc. accounted for approximately 50% of our net revenues.

No other customer accounted for 10% or more of our net revenues.

Systems Solutions — The 5G mmWave wireless market presents a significant opportunity for many existing and emerging semiconductor companies. Large companies such as Qualcomm Incorporated, NXP Semiconductors, N.V., Qorvo, Inc., Skyworks Solutions, Inc., and Analog Devices Inc. have all offered products to address the RF and mixed-signal portion of 5G radios for connected devices. There are also a number of smaller companies looking to capitalize on the 5G market as well. We typically design our sensing and detection solutions under contracts and we primarily compete with our customers' internal resources for design activity and with external contract manufacturers for the manufacture of products or equipment.

There are also a number of smaller companies looking to capitalize on the mmWave market as well. We typically design our sensing and detection solutions under contracts and we primarily compete with our customers' internal resources for design activity and with external contract manufacturers for the manufacture of products or equipment.

Products — Multiple companies vie to provide effective solutions for mitigating electromagnetic interference. Principal companies with whom we compete include Amphenol Corporation, Glenair, Inc., ITT Inc., and TE Connectivity Corporation. However, we believe that only a limited number of companies, including us, are approved vendors for products incorporated into certain military, defense, aerospace, and healthcare solutions.

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our core, we are a technology innovation company. We have invested a significant amount of time and expense into the design and development of technology for our wireless current and anticipated future products, including mmWave 5G wireless technology. We view our technology, intellectual property, whether internally developed or obtained by way of an acquisition of a business, as a competitive advantage. We expect to continue to devote substantial resources to acquire the development and develop acquisition of technology to be incorporated within our products We have committed, and plan to continue to commit, significant resources to technology and product innovation and development.

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people are critical to success and the pursuit of our goals and growth strategy. We strive to attract and retain team members who are driven to innovate and who bring diverse perspectives and skills. As of September 30, 2024, 2025, we had a total of 50 46 employees in the United States, of whom 13 eleven were primarily engaged in research and development, 3 two were primarily engaged in sales and marketing, 15 fifteen were primarily engaged in manufacturing, and 19 eighteen were primarily engaged in general and administrative functions. None of our employees is are covered by a collective bargaining agreement or represented by a labor union. Additionally, from time to time we utilize third-party contractors to supplement our workforce.

Additionally, from time to time we utilize third-party contractors to supplement our workforce.

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Management 5 changes

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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 vested on November 20, 2025.

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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) (ii) January 31, 2026.

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restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest vested 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.

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

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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.

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Description of the securities 7 changes

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of September 4, 2025, January 31, 2026, there were 58,613,868 101,072,226 shares of Class A Common Stock outstanding, 2,004,901 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

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of September 4, 2025, January 31, 2026, there were 6,000,000 Public Warrants and 3,000,000 Private Placement Warrants outstanding.

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December 20, 2023, Chavant entered into a subscription agreement with Steven Wright Owens, Jr. ("Owens") (the "Owens PIPE Subscription Agreement") pursuant to which Owens purchased 50,000 shares of our Class A Common Stock in cash at a price of $10.00 per share for an aggregate purchase price of $500,000, on the terms and subject to the conditions set forth in the Owens PIPE Subscription Agreement. In connection with the execution of the Owens PIPE Subscription Agreement, Legacy Mobix issued to Owens a warrant to purchase 150,000 shares of common stock of Legacy Mobix at an exercise price of $0.01 per share. (the "Owens Warrant," and together the Gebbia Warrant, the "PIPE Warrants").

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Modification of Warrants

On October 24, 2025, we entered into amendments to certain liability-classified warrants to purchase an aggregate of 13,375,490 shares of our Class A Common Stock. The amendments revised certain terms of the warrants, including terms that could potentially require cash settlement, such that under the guidance in ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815, Derivatives and Hedging , the warrants are equity-classified financial instruments. The amendments did not affect any terms of the warrants that are inputs into the estimation of the fair value of warrants under the Black-Scholes option pricing model, which we use to estimate the fair value of warrants.

As a result of the amendments to the warrants, we remeasured the related liabilities to their estimated fair value of $6,912 as of the date of the amendments and we reclassified this amount from "Liability-classified warrants" to "Additional paid-in capital" in the condensed consolidated balance sheet. As consideration for these amendments, we issued the warrant holder an additional warrant to purchase 1,000,000 shares of our Class A Common Stock at a price of $1.08 per share.

We recognized the $514 fair value of the additional warrant as an expense, included in "Other non-operating losses, net" in the condensed consolidated statements of operations and comprehensive loss for the three months ended December 31, 2025.

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Principal stockholders 5 changes

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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 September 4, 2025 January 31, 2026 (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 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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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 58,613,868 101,072,226 shares of Class A Common Stock and 2,004,901 shares of Class B Common Stock, respectively, outstanding as of September 4, 2025. January 31, 2026.

Name and Address of Beneficial Owner

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 9 changes

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we employ Haley Castro Battaglia, the daughter-in-law of Fabian Battaglia, our former director and former Chief Executive Officer. Haley Castro Battaglia is our Sales and Marketing Representative 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.

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October 19, 2023, Legacy Mobix borrowed $150,000 from an unrelated finance company, which loan is secured by substantially all assets of Legacy Mobix and is guaranteed by Keyvan Samini, the President, Chief Financial Officer General Counsel and a director of Mobix Labs.

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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.

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connection with the Closing and as contemplated by the Business Combination Agreement, the Company and certain holders entered into the Amended and Restated Registration Rights and Lock-Up Agreement, dated December 21, 2023 (the "Amended and Restated Registration Rights and Lock-Up Agreement"), pursuant to which, among other things, the Company is obligated to file a registration statement to register the resale of certain securities of Mobix Labs held by certain holders, (which obligation is intended to be satisfied by including all the filing members of the registration statement of which this prospectus is a part) Board other than Michael Long, and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practical after the initial filing of the registration statement. This registration statement was filed on June 6, 2024. The Amended and Restated Registration Rights and Lock-Up Agreement also provides certain holders with "piggy-back" registration rights, subject to certain requirements and customary conditions.

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the year ended September 30, 2024, the Company, as borrower, issued a third promissory note in a principal amount of $330,000 to Giuseppe Battaglia. The note was issued with an original issue discount of 10% and has a maturity date of November 16, 2024. The note currently bears bore interest at a rate of 16% per year. The Company repaid the note in full in April 2025 and the note is no longer outstanding.

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December 18, 2023, Chavant entered into a subscription agreement with Sage Hill Investors, LLC ("Sage Hill") (the "Sage Hill PIPE Subscription Agreement"), with Sage Hill, pursuant to which Sage Hill agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 1,500,000 shares of Class A Common Stock in cash at a price of $10.00 per share for an aggregate purchase price of $15,000,000, on the terms and subject to the conditions set forth in the Sage Hill PIPE Subscription Agreement. Pursuant to the Sage Hill Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to Sage Hill in the event that the volume weighted average price per share of the Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which this the resale registration statement is was declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, Sage Hill will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Class A Common Stock issued to Sage Hill at the closing of the subscription and held by Sage Hill through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). Such condition was satisfied on August 30, 2024 and 642,857 Make-Whole Shares were delivered on November 4, 2024.

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October 24, 2025, the Company entered into amendments to certain outstanding warrants to purchase an aggregate of 13,375,490 shares of the Company's Class A Common Stock held by the Master Fund (the "Armistice Warrants"). The amendments revise certain terms of the Armistice Warrants so that, under applicable accounting guidance, the Armistice Warrants are classified as equity rather than liabilities on the Company's balance sheet. As part of these amendments, the Company issued an additional warrant to purchase 1,000,000 shares of Class A Common Stock. No cash consideration was paid or received in connection with these amendments.

employ Haley Castro Battaglia, the daughter-in-law of Fabian Battaglia, our former director and former Chief Executive Officer. Haley Castro Battaglia is our Sales and Marketing Representative 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.

Notes to the financial statements 141 changes

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Prepaid expenses and other current assets

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Deferred transaction costs

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accrued expenses and other current liabilities

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Notes payable – related parties, current

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Simple agreements for future equity ("SAFEs")

Operating lease liabilities, current

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Liability-classified warrants

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Redeemable convertible preferred stock

Convertible Preferred Stock

Class A common stock, $ 0.00001

Commitments and contingencies (Note 13) 9)

Stockholders' equity (deficit)

Class A common stock, $ 0.00001 par value, 285,000,000 shares authorized; 48,747,626 66,653,248 and 32,824,230 58,838,423 shares issued and outstanding at June 30, December 31, 2025 and September 30, 2024, 2025, 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, December 31, 2025 and September 30, 2024, respectively — — Common 2025 stock, value — — Additional paid-in capital 135,284 109,987 165,380 150,252 Accumulated deficit ( 134,859 160,713 ) ( 104,457 150,588 ) Total stockholders' equity 5,530 (deficit) 4,667 ( 336 ) Total liabilities and stockholders' equity (deficit) $ 34,555 32,724 $ 39,088 37,113 See accompanying notes to condensed consolidated financial statements.

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Total cost of revenue

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Impairment of long-lived assets

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Change in fair value of SAFEs

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Private placement costs expensed

Financing costs expensed

Other non-operating losses, net

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Deemed dividend from warrant price adjustment

Net loss available to common stockholders

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

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PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF REDEEMABLE

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Stockholders' Equity

Issuance of common stock

Conversion of Class B common stock to Class

Conversion of notes payable to Class A common

Issuance of common stock upon vesting of RSUs

Stock-based compensation

Balance at December 31, 2024

Issuance of Class A common stock in settlement

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

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and 100 more changes in the filing

Note 6: Accrued Expenses and Other Current Liabilities 1 change

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and 1 more change in the filing

Note 7: Debt 15 changes

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Note 10: Income Taxes 4 changes

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Note 11: Equity 8 changes

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Note 13: Stock-Based Compensation 9 changes

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Note 14: Fair Value Measurements 19 changes

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Note 16: Concentrations 4 changes

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Note 1: Company Information 4 changes

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Note 2: Summary of Significant Accounting Policies 8 changes

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Note 3: Reverse Recapitalization 6 changes

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and 6 more changes in the filing

Note 4: Acquisitions 10 changes

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and 10 more changes in the filing

Note 6: Property and Equipment, net 8 changes

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and 8 more changes in the filing

Note 7: Intangible Assets, net 4 changes

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and 4 more changes in the filing

Note 8: Goodwill 7 changes

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Note 11: Leases 15 changes

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Note 13: Commitments and Contingencies 4 changes

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and 4 more changes in the filing

Note 15: Warrants 3 changes

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and 3 more changes in the filing

Note 21: Subsequent Events 21 changes

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and 21 more changes in the filing