Mobix Labs: securities offering

Cover page 40 changes

filed with the Securities and Exchange Commission on February 23, April 27, 2026

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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

TO COMPLETION, DATED APRIL 27, 2026

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to 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, (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;

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

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

Up to 14,375,490 shares

issuable upon exercise of warrants issued to an investor;

Up to 1,268,252 shares issuable upon exercise

of warrants issued to our financial advisors; and

Up to 3,856,854 shares

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

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 $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

TO 24,127,116 SHARES OF CLASS A COMMON STOCK

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

Stockholders") Stockholder") of up to 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:

Stock"), consisting entirely of shares of Class A Common Stock issuable upon the conversion of a senior secured convertible promissory note in the principal amount of $3,000,000 issued to the Selling Stockholder (the "Promissory Note").

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 Stockholder are collectively referred to in this prospectus as the "Offered

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

will not receive any of the proceeds from the sale by the Selling Stockholder of any of the Offered Securities. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Stockholders Stockholder will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of January 31, April 16, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, Stockholder, the Offered Securities would represent approximately 23.9% 23.94% of the outstanding

Class A Common Stock as of January 31, April 16, 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, Stockholder, 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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Selling Stockholders Stockholder may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices.

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

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

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Warrants as reported on Nasdaq was $0.0511 per Public Warrant.

shares of Class A Common Stock are listed on Nasdaq Stock Market LLC ("Nasdaq") and our public warrants under the "Public symbol "MOBX". On April

Warrants") are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On February 20, 24, 2026, the last sale closing price of the Class A Common Stock as reported on Nasdaq was $0.171 $2.92 per share. and the last sale price of the Public

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in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission (the "SEC"), in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled "Risk Factors" on page 5 4 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement.

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date of this prospectus is , 2026.

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Plan of distribution 12 changes

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should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information, and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled "Where You Can Find More Information."

prospectus relates to the resale by the Selling Stockholders Stockholder identified in this prospectus under the caption "Selling Stockholders," Stockholder," from time to time, of up to an aggregate of 24,127,116 2,500,000 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. Stockholder.

may also file a prospectus supplement or additional post-effective amendments to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or any additional post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading "Where You Can Find Additional Information."

we, nor the Selling Stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled "Where You Can Find Additional Information."

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longer be an "emerging growth company" effective September 30, 2026.

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

cannot assure you that the Reverse Stock Split will lead to a sustained increase in our stock price. There can be no assurance that the total market capitalization of our Class A Common Stock (the aggregate value of all of our outstanding Class A Common Stock at the then market price) after the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split, or that the per-share market price of our Class A Common Stock following the Reverse Stock Split will either equal or exceed the current per-share market price over the long term.

Reverse Stock Split may reduce the liquidity of our Class A Common Stock and result in higher transaction costs.

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The inability to timely regain compliance with the Nasdaq

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

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Forward-looking statements 63 changes

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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 financial and business performance;

ability to maintain compliance with listing rules of Nasdaq;

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.

outcome of any known and unknown litigation and regulatory proceedings.

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inability to regain maintain compliance with the Nasdaq listing standards;

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summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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 4 of this prospectus, in our annual report on Form 10-K for our fiscal year ended September 30, 2025, filed with the SEC on January 13, 2026 or in other periodic and current reports that we file with the SEC. vi summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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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

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

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

We are registering for resale

the shares underlying the Inducement Warrants pursuant to this prospectus.

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

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

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").

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

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

Lendspark Note also contains "make-whole" provisions, which require us to issue additional shares of Class A Common Stock (the "Lendspark Make-Whole Shares," and together with the Lendspark 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 Note is subject to a beneficial ownership limitation of 4.99% and an exchange cap of 5,747,105 shares, which amount may be increased if we obtain stockholder approval of an increase in the exchange cap.

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

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

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

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

2025 Stock Purchase Agreement

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

are registering for resale the Lendspark Shares, 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.

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 96,491 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.

2026 Reverse Stock Split

March 23, 2026, our stockholders approved a proposal authorizing the Board to effect the Reverse Stock Split of our outstanding Class A Common Stock and Class B Common Stock at a ratio within a range of one-for-ten to one-for-fifty. Stockholders also granted the Board sole discretion to determine the specific ratio within that range and the timing of the reverse stock split. The Reverse Stock Split became effective after market close on April 6, 2026, at a ratio of 1-for-10 (the "Reverse Stock Split"). Unless otherwise stated, all share and per share figures (including Legacy Mobix common stock figures, as Legacy Mobix shares were converted to Class A Common Stock shares) in this prospectus have been adjusted to reflect the Reverse Stock Split at the 1-for-10 ratio. Per share prices may be affected by rounding as a result of the adjustments made in connection with the Reverse Split. The number of outstanding warrants has not been adjusted to reflect the reverse stock split; however, the number of shares underlying such warrants has been adjusted accordingly.

March 13, 2026, we issued an aggregate of 206,876 shares of Class A Common Stock to three of our creditors in exchange for satisfaction of the Company's debt owed to such creditors in the aggregate amount of $3 million.

23, 2026 and March 16, 2026, we issued convertible bridge promissory notes with an aggregate principal amount of $554 thousand. These bridge notes mature on December 30, 2026 and January 15, 2027 and require aggregate scheduled payments of $621 thousand.

2026 Convertible Promissory Note

March 31, 2026, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with Leviston Resources, LLC ("Leviston"), the Selling Stockholder, pursuant to which we agreed to issue the Promissory Note.

The $3 million principal amount of the Promissory Note will be payable with interest in July 2026. We intend to use the net proceeds from the sale of the Promissory Note for working capital and general corporate purposes. The Promissory Note bears an interest rate of 10% per annum. We are registering the shares of Class A Common Stock herein pursuant to the terms of a registration rights agreement dated March 31, 2026, by and between Mobix and Leviston.

The Promissory Note is convertible

into shares of our Class A Common Stock at the election of Leviston at a conversion price that is the lesser of (i) the closing price on March 31, 2026, which was $3.34, and (ii) 85% of the lowest 8-day VWAP immediately prior to and including the date of the notice of conversion (the "Conversion Price"). If at any time the market price is lower than the Conversion Price, the principal of the Promissory Note is subject to adjustment in accordance with the terms of the Promissory Note. Unless we obtain stockholder approval, we may not issue any shares of Class A Common Stock upon conversion of the Promissory Note in excess of 2,100,659, which is 19.99% of the number of issued and outstanding shares of Class A and Class B Common Stock on March 31, 2026.

Promissory Note contains a beneficial ownership limitation that prohibits Leviston from converting the Promissory Note to the extent that such conversion would result in Leviston owning more than 4.99% (or, upon Leviston's election, by providing a 61-day written notice to us, 9.99%) of our outstanding Class A Common Stock. The Promissory Note also provides for anti-dilution protection in the event of a subsequent equity sale by us while the Promissory Note is outstanding at an effective price (the "Base Conversion Price") that is lower than the Conversion Price. In such event, the Conversion Price shall be reduced to equal the Base Conversion Price.

January 6, 2026, we entered into securities purchase agreements with investors relating to a public offering of 30,000,000 3,000,000 shares of our Class A Common Stock at a price to the public of $0.20 $2.00 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 2026 Offering"). expenses payable by us.

The net proceeds to us from the January 2026 Offering were approximately $5.1 million, after deducting placement agent fees and commissions and other estimated offering expenses payable by us.

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The offering 12 changes

Up to 24,127,116 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) 16,161,787 Warrant Shares and (vii) 3,856,854 shares issued as consideration in connection with our acquisition of RaGE Systems, as more fully described below.

101,072,226 shares (as

of January 31, 2026).

2,004,901 shares (as

of January 31, 2026).

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

to 2,500,000 shares of Class A Common Stock issuable to the Selling Stockholder upon conversion of the Promissory Note at the Selling Stockholder's election from time to time after the date of this prospectus.

Shares of Class A Common Stock outstanding

shares (as of April 16, 2026).

Shares of Class B Common Stock outstanding

shares (as of April 16, 2026).

Risk factors 115 changes

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Since our inception in

sustain and grow sales

continue as a going concern;

our inception in 2020, we have invested a significant amount of time and expense into the design and development of technology for our current and anticipated future products, including mmWave wireless technology. We have also grown through acquisitions of other businesses, including our fiscal year 2024 acquisitions of RaGE Systems and EMI Solutions, 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 new products;

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;

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.

For the fiscal years ended September 30, 2025 and 2024, we incurred losses from operations of $37.7 million and $46.4 million, respectively.

For the quarters ended December 31, 2025 and 2024, we incurred losses from operations of $8.8 million and $14.6 million, respectively.

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, 2025 and 2024, we incurred losses from operations of $37.7 million and $46.4 million, respectively. For the quarters ended December 31, 2025 and 2024, we incurred losses from operations of $8.8 million and $14.6 million, respectively. As of December 31, 2025, we had an accumulated deficit of $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 for at least the next 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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The markets for products designed

As we develop mmWave wireless

markets for products designed for 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.

we develop mmWave wireless 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 mmWave semiconductor products we seek to develop, and subsequent generations of such products, the growth prospects of our mmWave wireless semiconductor products would be negatively affected.

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The markets for semiconductor

markets for semiconductor products and solutions are highly competitive. Our future success in commercializing 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 successfully compete with existing and new competitors. Some of our 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.

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Our interconnect products

interconnect products are also subject to intense competition.

markets for our 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, changes affecting the markets for our interconnect products could increase the chances that we will face competition from new products or service offerings from both existing and new competitors.

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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 and the markets we serve have experienced, and may continue to experience, consolidation 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.

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.

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Our primary customers are organizations

For the year ended September

primary customers are organizations that sell product solutions for defense, aerospace, commercial, industrial and other applications.

that sell product solutions for defense, aerospace, commercial, industrial and other applications. We have also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave ICs when the products are available for sale. If they do purchase our mmWave 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 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 suppliers for 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 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 suppliers will remain in business. Our reliance on offshore suppliers subjects us to a number of risks that include, among other things:

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

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.

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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We are dependent upon our officers and directors,

Our operations are dependent

We identified material weaknesses

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.

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

identified material weaknesses in our internal control over financial reporting. If we are unable 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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Currently, our Class A Common

Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price Requirement").

On October 24, 2025, we submitted

We are also required

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

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

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 On March 23, 2026, our stockholders approved a proposal to effect the Reverse Stock Split. The Reverse Stock Split went effective after market close on April 6, 2026. The Nasdaq listing or trading effects of our common the Reverse Stock Split allowed us to regain compliance with the Minimum Bid Price Requirement as of April 21, 2026; however, the Reverse Stock Split is subject to certain risks, which are outlined below. We may in the future fail to meet the Minimum Bid Price Requirement and in such event, if we fail to timely regain compliance with the Minimum Bid Price Requirement, during the Second Compliance Period our shares Nasdaq will be provide written notification to us that our common stock is subject to delisting. from Nasdaq.

are also required to maintain a minimum market capitalization (generally $35 million) and a minimum number of holders of our listed securities (generally 400 public holders). On January 15, 2026, we received a delinquency notification letter (the "MVLS Notice") from the Staff 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. We have 180 calendar days to regain compliance with the MVLS Requirement. If we fail to timely regain subsequently regained compliance with the MVLS Requirement. Nasdaq will provide written notification to us that our common stock is subject to delisting.

However, we may in the future fail to meet the MVLS Requirement and in such event, if we fail to timely regain compliance with the MVLS Requirement, Nasdaq will provide written notification to us that our common stock is subject to delisting.

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cannot assure you that the Reverse Stock Split will lead to a sustained increase in our stock price. There can be no assurance that the total market capitalization of our Class A Common Stock (the aggregate value of all of our outstanding Class A Common Stock at the then market price) after the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split, or that the per-share market price of our Class A Common Stock following the Reverse Stock Split will either equal or exceed the current per-share market price over the long term.

of April 24, 2026, the latest practicable date, the closing sale price of our Class A Common Stock on Nasdaq was $2.92 per share. The Reverse Stock Split will increase the market price per share of our Class A Common Stock proportionately with the ratio of the Reverse Stock Split. We cannot assure you, however, that the market price per share of our Class A Common Stock after the Reverse Stock Split will rise or remain constant in proportion to the reduction in the number of shares of Class A Common Stock outstanding before the Reverse Stock Split. The effect of the Reverse Stock Split on the market price per share of our Class A Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. In many cases, the market price of a company's shares declines after a reverse stock split, or the market price of a company's shares immediately after a reverse stock split does not reflect a proportionate or mathematical adjustment to the market price based on the ratio of such reverse stock split. Accordingly, the total market capitalization of our Class A Common Stock and the Company after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split, and it is possible that the Reverse Stock Split may not result in a per-share trading price that would attract investors who do not trade in lower-priced stocks.

the number of outstanding shares of our Class A Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per-share trading price of our Class A Common Stock. Even if we implement the Reverse Stock Split, however, the per-share trading price of our Class A Common Stock may decrease due to factors unrelated to the Reverse Stock Split. Other factors, such as our financial results, market conditions, and the market perception of our business, may adversely affect the per-share trading price of our Class A Common Stock. As a result, there can be no assurance that the Reverse Stock Split will result in the benefits that we anticipate, that the per-share trading price of our Class A Common Stock will increase following the Reverse Stock Split, or that the per-share trading price of our Class A Common Stock will not decrease in the future. Although no assurances are possible concerning the trading price of our Class A Common Stock if the Reverse Stock Split is effected or concerning future fluctuations in the market price of our Class A Common Stock after the Reverse Stock Split, our intention in determining the Reverse Stock Split Ratio to be reflected in the Reverse Stock Split is that such ratio will result in an increase in the per-share market price of our Class A Common Stock immediately after the Reverse Stock Split. Whether the price of our Class A Common Stock is sufficient or is maintained for a sufficient period of time depends in part on the ratio of the Reverse Stock Split and future fluctuations in the price of our Class A Common Stock.

Reverse Stock Split may reduce the liquidity of our Class A Common Stock and result in higher transaction costs.

liquidity of our Class A Common Stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per-share trading price does not increase proportionately as a result of the Reverse Stock Split. Although we believe the Reverse Stock Split may enhance the marketability of our Class A Common Stock to certain potential investors, we cannot assure you that, if we implement the Reverse Stock Split, our Class A Common Stock will be more attractive to investors. While our Board believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will attract certain types of investors, such as institutional investors or investment funds, and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Class A Common Stock may not improve because of the Reverse Stock Split and could be adversely affected by a higher per-share price. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our Class A Common Stock as described above.

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The market price of our

Factors that could cause the market price of our

actual or anticipated

changes in expectations

announcements regarding

changes in financial estimates

the operating or stock

sales or expected sales

changes in our capital

developments in litigation,

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1 unchanged paragraph

3 unchanged paragraphs

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and 35 more changes in the filing

Use of proceeds 11 changes

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 Warrants for cash, we will receive an aggregate of approximately $15.6 million in gross proceeds from the exercises. However, no assurance can be given that the Warrants will ever be exercised. We intend to use any proceeds received by us from the cash exercise of the 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 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 Warrants.

prospectus relates to the shares of Class A Common Stock that may be offered and sold from time to time by the Selling Stockholder. All of our shares offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for their own accounts.

We will not receive any of the proceeds from these sales.

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

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On February 10, 2026, the

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

As of January 31, 2026,

Class A Common Stock and the Public Warrants are is listed on Nasdaq under the symbols "MOBX". and "MOBXW," respectively.

April 24, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $2.92 per share.

of April 16, 2026, there were 101,072,226 10,444,355 shares of Class A Common Stock outstanding held of record by 244 243 holders, 2,004,901 200,491 shares of Class B Common Stock outstanding held of record by 5 holders and Public Warrants to purchase 6,000,000 600,000 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.

Dividend policy 75 changes

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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.

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.

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design, develop and sell components and systems

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.

design, develop and sell components and systems for advanced wireless and wired connectivity, RF, EMI filtering technologies. Our solutions are used in the defense, aerospace, commercial, industrial 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 mmWave 5G communications, mmWave imaging, software defined radio and custom RF ICs targeting the defense, 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. 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.

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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 2025, we entered into a securities purchase agreement (the "2025 Securities Purchase Agreement") with an institutional accredited investor, pursuant to which we issued 3,850,000 shares of our Class A Common Stock, a pre-funded warrant to purchase up to 1,026,860 shares of our Class A Common Stock and 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 and was immediately exercisable. The Common Warrants have an exercise price of $0.8202, are currently exercisable 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.

We 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, are currently exercisable and will expire on April 4, 2030.

connection with the April 2025 Offering, we amended 5,755,396 then outstanding PIPE Common Warrants to reduce the exercise price from $1.39 per share to $0.8202 per share. We also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030. 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.

consideration for the holder's agreement to exercise the warrants for cash, we agreed to issue to the holder the Inducement Warrants to purchase up to an aggregate of 8,229,701 shares of our Class A Common Stock at an exercise price of $1.08 per share. The Inducement Warrants will become exercisable upon stockholder approval and will expire five years thereafter. We also amended the remaining Series B Warrants, extending their expiration date to April 3, 2030. As a result of these transactions, during the year ended September 30, 2025 we recognized a non-cash loss of $6,458, representing the estimated the fair value of the Inducement Warrants as of the date of issuance, the increase in the estimated fair value of the remaining Series B Warrants resulting from their amendment and the fair value of the warrants issued to the financial advisor.

2025 Warrant Amendments

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 on the same terms as the Inducement Warrants. 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. Additional information relating to the warrant amendments can be found in the notes to our consolidated financial statements included herein.

2025 Promissory Note

December 2025, we issued a $1.1 million promissory note for net proceeds of $800,000. The $1.1 million principal amount of the promissory note will be payable, without interest, in June 2027.

Financing Activities

the year ended September 30, 2025, we had additional financing activity, principally consisting of borrowings and sales of shares of our Class A Common Stock in private placements. See "Liquidity and Capital Resources," below, and our consolidated financial statements for further details.

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 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 Labs Operations, 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 Merger.

2026 Reverse Stock Split

March 23, 2026, our stockholders approved a proposal authorizing the Board to effect the Reverse Stock Split of our outstanding Class A Common Stock and Class B Common Stock at a ratio within a range of one-for-ten to one-for-fifty. Stockholders also granted the Board sole discretion to determine the specific ratio within that range and the timing of the reverse stock split. The Reverse Stock Split became effective after market close on April 6, 2026, at a ratio of 1-for-10. Unless otherwise stated, all share and per share figures (including Legacy Mobix common stock figures, as Legacy Mobix shares were converted to Class A Common Stock shares) in this prospectus have been adjusted to reflect the Reverse Stock Split at the 1-for-10 ratio. Per share prices may be affected by rounding as a result of adjustments in connection with the Reverse Split. The number of outstanding warrants has not been adjusted to reflect the reverse stock split; however, the number of shares underlying such warrants has been adjusted accordingly.

2026 Convertible Promissory Note

March 31, 2026, we entered into the Securities Purchase Agreement with Leviston, pursuant to which we agreed to issue the Promissory Note. The $3 million principal amount of the Promissory Note will be payable with interest in July 2026. We intend to use the net proceeds from the sale of the Promissory Note for working capital and general corporate purposes. The Promissory Note bears an interest rate of 10% per annum.

Note is convertible into shares of our Class A Common Stock at the election of Leviston at the Conversion Price, which is the lesser of (i) the closing price on March 31, 2026, which was $3.34, and (ii) 85% of the lowest 8-day VWAP immediately prior to and including the date of the notice of conversion. If at any time the market price is lower than the Conversion Price, the principal of the Promissory Note is subject to adjustment in accordance with the terms of the Promissory Note.

Unless we obtain stockholder approval, we may not issue any shares of Class A Common Stock upon conversion of the Promissory Note in excess of 2,100,659, which is 19.99% of the number of issued and outstanding shares of Class A and Class B Common Stock on March 31, 2026.

Promissory Note contains a beneficial ownership limitation that prohibits Leviston from converting the Promissory Note to the extent that such conversion would result in Leviston owning more than 4.99% (or, upon Leviston's election, by providing a 61-day written notice to us, 9.99%) of our outstanding Class A Common Stock. The Promissory Note also provides for anti-dilution protection in the event of a subsequent equity sale by us while the Promissory Note is outstanding at an effective price (the "Base Conversion Price") that is lower than the Conversion Price. In such event, the Conversion Price shall be reduced to equal the Base Conversion Price.

March 13, 2026, we issued an aggregate of 206,876 shares of Class A Common Stock to three of our creditors in exchange for satisfaction of the Company's debt owed to such creditors in the aggregate amount of $3 million.

Between February 23, 2026 and March 16, 2026, we issued convertible bridge promissory notes with an aggregate principal amount of $554 thousand. These bridge notes mature on December 30, 2026 and January 15, 2027 and require aggregate scheduled payments of $621 thousand.

of Class A Common Stock

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 3,000,000 shares of our Class A Common Stock at a price to the public of $0.20 $2.00 per share. (the "Offering"). In connection with the January 2026 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 January 2026 Offering. Subject to certain conditions, we also agreed to reimburse the placement agent up to 1.0% of the gross proceeds raised in the January 2026 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 January 2026 Offering were approximately $5,135, after deducting placement agent fees and commissions and other estimated offering expenses payable by us.

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Comparison of the Three Months

a result of the Merger, we raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant's trust account and the $19,750 private investment in public equity ("PIPE") at $10.00 $100.00 per share of Chavant's Class A Common Stock. Our Class A Common Stock and Public Warrants ("Public Warrants") began trading on Nasdaq under the symbols "MOBX" and "MOBXW," respectively, on December 22, 2023.

of the Three Months Ended December 31, 2025 and 2024

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Total cost of revenue

Research and development

Selling, general and administrative

Loss from operations

Change in fair value of earnout liability

Change in fair value of warrants

Other non-operating losses, net

Loss before income taxes

Net loss and comprehensive loss

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revenue was $1,335 for the three months ended December 31, 2025 compared to $1,951 for the three months ended December 31, 2024, a decrease of $616 or 32%. The change is principally due to the timing of the shipment of wireless systems solutions products to meet customer requirement dates, partially offset by increased shipments of our interconnect products.

revenue was $540 for the three months ended December 31, 2025 compared to $1,218 for the three months ended December 31, 2024, a decrease of $678 or 56%. Our service revenues are subject to routine fluctuations based on the timing of our receipt of contracts from customers, and our performance thereunder. The change in service revenues principally reflects performance under a relatively large service contract in the fiscal 2025 first quarter.

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Mobix stockholders and certain holders of Mobix stock options will be entitled to receive an additional aggregate 3,500,000 350,000 shares of our Class A Common Stock ("Earnout Shares") based on the achievement of trading price targets over a period extending to December 2030. We account for the Earnout Shares as liability-classified instruments because the events that determine the number of Earnout Shares to which the earnout recipients will be entitled include events that are not solely indexed to our common stock, and we remeasure the earnout liability to its estimated fair value at the end of each reporting period.

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October 24, 2025, we entered into amendments to certain liability-classified warrants to purchase an aggregate of 13,375,490 1,337,549 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.

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 1,000,000 100,000 shares of our Class A Common Stock at a price of $1.08 $10.80 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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March 2025, we vacated a leased 19,436 square foot office in Irvine, California and in April 2025 the lease was terminated.

March 2025, we vacated a leased 19,436 square foot office in Irvine, California and in April 2025 the lease was terminated. As a result, during the three months ended June 30, 2025, we recognized an impairment loss of $725 to reduce the carrying value of this asset group to its estimated fair value. See Note 11— Leases , of the notes to our consolidated financial statements included herein.

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connection with the Merger, certain Legacy Mobix stockholders and certain holders of Legacy Mobix stock options will be entitled to receive an additional aggregate 3,500,000 350,000 shares of our Class A Common Stock based on the achievement of trading price targets following the Closing over a seven-year earnout period. We account for the Earnout Shares as liability-classified instruments because the events that determine the number of Earnout Shares to which the earnout recipients will be entitled include events that are not solely indexed to our common stock, and we remeasure the earnout liability to its estimated fair value at the end of each reporting period. Additional information relating to the earnout liability can be found in the notes to our consolidated financial statements included herein.

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connection with the Merger, we agreed to issue additional shares of our Class A Common Stock to the holders of 2,454,737 245,473 shares of our Class A Common Stock in the event that the volume-weighted average price per share of our Class A Common Stock during a specified period is less than $10.00 $100.00 per share. In such a case, we would be obligated to issue up to 1,052,030 105,203 additional shares of our Class A Common Stock. We accounted for the make-whole shares as liability-classified instruments because the events that determined the number of make-whole shares we were ultimately obligated to issue were not solely indexed to our common stock and we remeasured the PIPE make-whole liability to its estimated fair value at the end of each reporting period. Additional information relating to the PIPE make-whole liability can be found in the notes to our consolidated financial statements included herein.

estimated the fair value of the PIPE make-whole liability as of the Closing of the Merger at $2,071. In August 2024, we settled the PIPE make-whole liability through the issuance of 1,052,029 105,202 shares of our Class A Common Stock having a fair value of $1,241 at the time of settlement. As a result of the change in the fair value of the PIPE make-whole liability subsequent to the Closing, we recognized a non-cash gain of $830 for the year ended September 30, 2024.

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cash provided by financing activities for the three months ended December 31, 2024 of $1,069 consisted of $600 in proceeds from the issuance of common stock and $675 in proceeds under an agreement for the purchase and sale of future receipts and the issuance of a note payable. These amounts were partially offset by principal payments on notes payable of $32 and the payment of deferred consideration of $174 for the acquisition of a business.

These amounts were partially offset by principal payments on notes payable of $32 and the payment of deferred consideration of $174 for the acquisition of a business.

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the year ended September 30, 2024, net cash used in operating activities was $18,388, which included the impact of our net loss of $20,034 and net non-cash credits of $3,206, partly offset by net decreases in working capital items of $4,852.

The net non-cash credits principally consisted of the $31,879 gain on the change in fair value of the earnout liability, a deferred income tax benefit of $2,432 and $1,415 of non-cash gains from the change in the fair value of liability-classified warrants.

the year ended September 30, 2024, net cash used in operating activities was $18,388, which included the impact of our net loss of $20,034 and net non-cash credits of $3,206, partly offset by net decreases in working capital items of $4,852. The net non-cash credits principally consisted of the $31,879 gain on the change in fair value of the earnout liability, a deferred income tax benefit of $2,432 and $1,415 of non-cash gains from the change in the fair value of liability-classified warrants. These non-cash credits were partially offset by stock-based compensation expense of $21,383, $4,009 of Merger related transaction costs, $2,894 of non-cash private placement costs, $2,015 of depreciation and amortization expense and impairment of long-lived assets of $1,333. The net working capital decrease principally consists of an increase in accounts payable, accrued expenses and other liabilities, partly offset by an increase in accounts receivable.

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Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock.

we will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders.

If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

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In each case, we must determine the fair value of the equity-based awards.

stock-based compensation awards principally consist of restricted stock units (RSUs) and restricted stock awards (RSAs). Prior to the Merger, our stock-based compensation awards principally consisted of stock options. In some cases, other equity transactions, such as the issuance of warrants to purchase our common stock are accounted for as equity-classified awards granted to employees. In each case, we must determine the fair value of the equity-based awards.

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the per share fair value

expected stock price volatility

per share fair value of the underlying common stock;

the risk-free interest rate;

stock price volatility over the expected term; and

the expected annual dividend yield.

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RSUs are subject to both service-based vesting conditions

RSUs are subject to both service-based vesting conditions and performance conditions. For such awards, our accounting requires that we evaluate the probability of achievement of the performance conditions. When we conclude that the achievement of a performance condition is not probable, we do not recognize any compensation cost for that award. We continually reevaluate the probability of achievement of performance conditions. If we subsequently determine the achievement of a performance condition is probable, we will be required to record a "catch-up" of previously unrecognized stock-based compensation expense, subject to any applicable time-based vesting.

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Business 36 changes

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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 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 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 mmWave wireless products by designing and developing high performance system-level solutions used for signal processing applications in wireless devices. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions 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. Operations, Inc."

were founded with the goal of simplifying the development and maximizing the performance of mmWave wireless products by designing and developing high performance system-level solutions used for signal processing applications in wireless devices. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions 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 96,491 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.

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— The demand for mobile and fixed data continues to grow at exponential rates. The evolution of wireless communications standards has enabled many data intensive applications, such as video streaming, online conferencing and social media. Moreover, we believe ongoing deployment of applications for artificial intelligence ("AI"), alternative augmented reality ("AR"), virtual reality ("VR"), autonomous vehicles, and industrial Internet of Things ("IoT") sensors, will compound the strain on the current generation of wireless networks, necessitating higher bandwidth and more efficient communication networks.

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and Defense — We offer a variety of products

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.

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.

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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.

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.

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Extensive patent and

Acquire and integrate

Accelerate technology

supplier 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.

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 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 for our customers' complex engineering challenges and capitalize on secular growth trends.

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.

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.

We believe this approach will allow us to develop more efficient, cost-effective and compact products and solutions for our customers.

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

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

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

currently manufacture a majority of our interconnect products and wireless systems solutions at our own facilities. We also rely on contract manufacturers 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. 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 processes we will require are available from multiple wafer fabrication providers. 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.

sell our products and services directly to original equipment manufacturers ("OEMs") or original design manufacturers ("ODMs") and contract manufacturers through our global 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.

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

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

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.

sales process of electronic components and solutions typically commences with identifying and qualifying prospective customers and programs.

sales process of electronic components and solutions typically commences with identifying and qualifying prospective customers and programs. Component suppliers like Mobix Labs must collaborate with 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. We have also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave ICs when those products are available for sale. If they do purchase our mmWave 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 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 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.

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

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, 2025, we had a total of 46 employees in the United States, of whom eleven were primarily engaged in research and development, two were primarily engaged in sales and marketing, fifteen were primarily engaged in manufacturing, and eighteen were primarily engaged in general and administrative functions. None of our employees 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.

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Legal proceedings 1 change

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Ydens Holdings, LLC and related individual plaintiffs filed a lawsuit in Orange County Superior Court against us and our subsidiary EMI Solutions, asserting breach of contract and related claims arising from the September 2022 Agreement and Plan of Merger under which we acquired EMI Solutions. The plaintiffs seek damages. The Merger Agreement contains a mandatory arbitration provision, and we intend to move to compel arbitration and to defend the matter vigorously. We are unable to predict final outcome of this matter, but we do not currently believe that it will have a material adverse effect on our results of operation or financial position.

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Management 40 changes

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

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

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

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

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The amount reported in this column for co-founders

includes reimbursement for the payment of taxes owed.

following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended September ($) (1) Bonus ($) Stock Awards ($) (2) All Other Compensation ($) (3) Total ($) Philip Sansone 2025 266,917 - 1,760,000 - 2,032,542 2,026,917 Chief Executive Officer and Director Fabian Fabrizio Battaglia 2025 202,386 - 5,274,997 50,273 5,527,656 Co-Founder, Former Chief Executive Officer and Former Director 2024 509,012 450,000 - 321,203 1,280,215 Keyvan Samini 2025 309,000 - 5,274,997 66,115 5,650,112 Co-Founder, President and Chief Financial Officer, and Director 2024 469,857 450,000 - 321,188 1,241,045 James Aralis 2025 74,000 - 80,000 - 154,000 Chief Technology Officer 2024 161,000 - - 11,250 172,250 (1) Amounts in 2024 include $119,012 for Mr. Battaglia and $109,857 for Mr. Samini for cash paid in lieu of accrued vacation.

amount reported in this column for co-founders Messrs. Battaglia and Samini represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $10.47. $104.70. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $283,333, which is based on the issuance date stock price of $0.85. $85.00.

In fiscal 2024 and 2025, for Messrs. Battaglia and Samini, includes reimbursement for the payment of taxes owed.

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

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

Battaglia is a co-founder of the Company. Mr. Battaglia served as our Chief Executive Officer effective November 15, 2022 through July of July 25, He stepped down due to sick leave in April 2025 Mr. Battaglia and retired as Chief Executive Officer and as a member of the Board as of July 25, 2025. Pursuant to the Severance Agreement entered into on July 25, 2025, Mr. Battaglia will receive for himself and his spouse health benefits (COBRA) for 36 months. He will also retain the equity awards already granted to him, which will vest in accordance with their terms.

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his Employment Term Sheet, Mr. Samini is entitled to receive a base salary of $360,000 per year and is also eligible to receive performance-based cash bonuses up to 100% of his base salary, the amount and terms of which shall be in the discretion of the Board. In addition, Mr. Samini will be granted, on the first, second and third anniversaries of December 21, 2023, Post-Closing RSUs with respect to 333,333 33,333 shares of Class A Common Stock, which will vest on the first anniversary of the applicable grant date, subject to his continuous service to us through the applicable grant dates and vesting dates. The Post-Closing RSUs will become fully vested in the event of a change of control, or if Mr. Samini's employment is terminated either without cause or by him for Good Reason (as defined in the Employment Term Sheet).

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

Amounts in the "Salary" column for the fiscal year ended September 30, 2024 also include $119,012 and $109,857 for each of co-founders Messrs Battaglia and Samini, respectively, for cash paid in lieu of accrued vacation, which payments did not occur for the fiscal year ended September 30, 2025.

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

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

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

we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize executive officers to remain in our employment during the vesting period. Accordingly, our Board periodically reviews the equity incentive compensation of our NEOs and grant equity incentive awards to them from time to time. On May 5, 2022, the following restricted stock units ("RSUs") were granted to the following directors and executive officers: (i) co-founder James Peterson in the amount of 1,000,000 100,000 RSUs; (ii) co-founder Frederick Goerner in the amount of 1,000,000 100,000 RSUs; (iii) co-founder Fabrizio Battaglia in the amount of 2,000,000 200,000 RSUs; and (iv) co-founder Keyvan Samini in the amount of 2,000,000 200,000 RSUs. These RSUs originally vested upon the satisfaction of both time-based vesting requirements and performance conditions. These RSUs were amended on November 15, 2022 to provide for a three-year vesting schedule, with one-third of the total RSUs vesting on each anniversary of the Closing. These RSUs were subsequently cancelled, effective March 26, 2023 . In exchange, Messrs. Peterson, Goerner, Battaglia and Samini, each a co-founder, received a commitment from us to issue one-half of that number of RSUs over three years, beginning on the first anniversary of the Closing, referred to as fiscal 2025, our NEOs received the following equity incentive awards.

January 22, 2024, the Compensation Committee approved, subject to stockholder approval of Mobix Labs stockholders, which was obtained on January 3, 2025, a grant of 2,550,000 255,000 restricted stock awards to each of the co-founders Messrs. Battaglia and Samini in consideration of their efforts in connection with the public listing of our shares on Nasdaq.

restricted stock awards for the co-founder Mr. Battaglia have the following vesting terms: (1) 100,000 10,000 shares will vest on each of (i) July 15, 2025, (ii) October 15, 2025, (iii) January 15, 2026, and (iv) April 15, 2026; (2) 200,000 20,000 shares will vest on each of (i) July 15, 2026, (ii) October 15, 2026, (iii) January 15, 2027, and (iv) April 15, 2027; (3) 300,000 30,000 shares will vest on each of (i) July 15, 2027, (ii) October 15, 2027, and (iii) January 15, 2028; and (4) 450,000 45,000 shares will vest on July 15, restricted stock awards for the co-founder Mr. Samini have the following vesting terms: (1) 5% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on Nasdaq or (ii) July 1, 2025; (2) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on Nasdaq, or (ii) November 1, 2025; (3) 15% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on Nasdaq or (ii) January 1, 2026; (4) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.00 for 10 consecutive trading days on Nasdaq or (ii) April 1, 2026; (5) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.50 for 10 consecutive trading days on Nasdaq or (ii) July 1, 2026; and (6) 30% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $4.00 for 10 consecutive trading days on Nasdaq or (ii) November 1, 2026. 2028.

restricted stock awards for the co-founder Mr. Samini have the following vesting terms: (1) 5% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq or (ii) July 1, 2025; (2) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq, or (ii) November 1, 2025; (3) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $20.00 for 10 consecutive trading days on Nasdaq or (ii) January 1, 2026; (4) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $30.00 for 10 consecutive trading days on Nasdaq or (ii) April 1, 2026; (5) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $35.00 for 10 consecutive trading days on Nasdaq or (ii) July 1, 2026; and (6) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $40.00 for 10 consecutive trading days on Nasdaq or (ii) November 1, 2026.

April 10, 2025, Mr. Sansone forfeited options to purchase 172,184 17,218 shares of Mobix Class A Common Stock. In exchange, the Compensation Committee granted 400,000 40,000 RSUs and 600,000 60,000 RSUs to Mr. Sansone on April 10, 2025 and April 15, 2025, respectively (collectively, the "Sansone RSUs"). Ninety percent of the Sansone RSUs vested at each respective grant date, and the remaining ten percent vest in equal installments on the last day of each calendar month thereafter until fully vested on January 1, 2026. The delivery of shares underlying the Sansone RSUs will be deferred until the earlier of (i) Mr. Sansone's separation from service, disability, death; (ii) a change in control of the Company; (iii) the occurrence of an unforeseeable emergency for the participant as defined under Section 409A of the Internal Revenue Code; or (iv) January 1, 2026.

April 15, 2025, the Compensation Committee granted 333,333 33,333 Post-Closing RSUs to each of co-founders Messrs. Battaglia and Samini (which grants were originally planned to be issued on the first anniversary of the Closing). The Post-Closing RSUs vest in their entirety on December 21, 2025.

July 9, 2025, the Compensation Committee granted Mr. Aralis 100,000 10,000 RSUs, 50,000 5,000 of which vested on August 20, 2025 and the remaining 50,000 5,000 vested on November 20, 2025.

On September 19, 2025, the Compensation Committee granted Mr. Sansone 1,000,000 100,000 RSUs which vest in equal installments on (i) January 1, 2027, (ii) April 1, 2027, (iii) July 1, 2027 and (iv) October 1, 2027.

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Option Expiration Date

Number of Shares of Stock That Have Not Vested

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Equity Incentive Plan Awards: Number

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

Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) Philip Sansone –– –– –– –– –– 400,000 40,000 (2) 324,000 –– –– –– –– –– –– –– –– –– 600,000 60,000 (3) 486,000 –– –– –– –– –– –– –– –– –– 1,000,000 100,000 (4) 810,000 –– –– –– –– Fabian Fabrizio Battaglia 205,882 20,588 (5) –– 0.17 1.70 8/26/2020 8/11/2030 2,450,000 245,000 (6) 1,984,500 –– –– –– –– 117,647 11,764 (7) –– 0.17 1.70 8/26/2020 8/11/2030 333,333 33,333 (8) 3,489,997 270,000 –– –– –– –– Keyvan Samini 205,882 20,588 (5) –– 0.17 1.70 8/26/2020 8/11/2030 2,422,500 242,250 (9) 1,962,225 –– –– –– –– 117,647 11,764 (7) –– 0.17 1.70 8/26/2020 8/11/2030 333,333 33,333 (8) 3,489,997 270,000 –– –– –– –– –– –– –– –– James Aralis 10,000 1,000 (10) –– 6.84 68.40 5/15/2022 4/4/2032 50,000 5,000 (11) 40,5000 40,500 –– –– –– –– 22,222 2,222 (12) 4,445 444 (12) 6.84 68.40 5/18/2022 4/4/2032 –– –– –– –– –– –– 183 18 (13) –– 6.84 68.40 4/15/2023 4/4/2032 –– –– –– –– –– –– * The awards set forth in the table above are exercisable for or settled in shares of Class A Common Stock.

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restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vest in such amounts and on such dates as follows: (i) 250,000 25,000 restricted stock units on April 30, 2026, (ii) 250,000 25,000 restricted stock units on July 15, 2026, and (iii) 100,000 10,000 restricted stock units on October 1, 2026.

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restricted stock awards were granted subject to stockholder approval, which was obtained on January 3, 2025, and vest in such amounts and on such dates as follows: (i) 100,000 10,000 restricted stock awards on each of (a) October 15, 2025, (b) January 15, 2026, and (c) April 15, 2026; (ii) 200,000 20,000 restricted stock awards on each of (a) July 15, 2026, (b) October 15, 2026, (c) January 15, 2027, (d) April 15, 2027; (iii) 300,000 30,000 restricted stock awards on each of (a) July 15, 2027, (b) October 15, 2027, (c) January 15, 2028; (d) April 15, 2028; and (iv) 450,000 45,000 restricted stock units on July 15, 2028.

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restricted stock units were granted under the Company's 2023 Equity Incentive Plan and vested in their entirety on December (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 5% will vest on the earlier of (a) the tenth consecutive trading day that the Company's Class A Common Stock closes closing at or above $2.00 $20.00 for 10 consecutive trading days on Nasdaq and or (b) November July 1, 2025; (ii) 15% upon 10% will vest on the earlier of (a) the tenth Company's Class A Common Stock closing at or above $20.00 for 10 consecutive trading day that days on Nasdaq, or (b) November 1, 2025; (iii) 10% will vest on the earlier of (a) the Company's Class A Common Stock closes closing at or above $2.00 $20.00 for 10 consecutive trading days on Nasdaq and or (b) January 1, 2026; (iii) (iv) 25% upon will vest on the earlier of (a) the tenth Company's Class A Common Stock closing at or above $30.00 for 10 consecutive trading day that days on Nasdaq or (b) April 1, 2026; (v) 25% will vest on the earlier of (a) the Company's Class A Common Stock closes closing at or above $3.00 $35.00 for 10 consecutive trading days on Nasdaq and or (b) April July 1, 2026; and (iv) (vi) 25% upon will vest on the earlier of (a) tenth consecutive trading day that the Company's Class A Common Stock closes closing at or above $3.50 $40.00 for 10 consecutive trading days on Nasdaq and or (b) July November 1, 2026.

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2021, we entered into 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 2,000 shares of Class A Common Stock. The options are fully vested. We also agreed to reimburse the director for any reasonable costs and expenses incurred in connection with the director's services requested by us and performed by the director. Each agreement will automatically renew on the date of director's reelection unless the Board determines not to renew the agreement, or until a director's earlier resignation, removal or death.

connection with the Closing, we amended the Board agreement with each of the co-founders Mr. Peterson and Mr. Goerner. The amendment provides that the director will be granted, on the first, second and third anniversaries of December 21, 2023, Post-Closing RSUs with respect to 166,667 16,666 shares of Class A Common Stock, which will vest on the first anniversary of the applicable grant date, subject to his continuous service to Mobix Labs through the applicable grant dates and vesting dates. The Post-Closing RSUs will become fully vested in the event of a change of control, or if the director's service is terminated either without cause or by him for Good Reason (as defined in the Company's 2022 Equity Incentive Plan).

January 22, 2024, the Board approved non-employee director compensation that is designed to retain competent and experienced persons to serve as members of the Board. Non-employee directors will be entitled to receive an annual cash retainer, which will be payable quarterly and pro-rated for partial quarters, of $200,000 and reimbursement for expenses incurred for attending Board meetings. Non-employee Board members will also be entitled to receive awards under the 2023 Equity Incentive Plan annually and upon their initial appointment to the awards of 20,000 2,000 RSUs at the next Board meeting occurring after December 21, 2024; and initial election or appointment to the Board, a pro-rated amount of 20,000 2,000 RSUs for the partial year.

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Peterson, Co-Founder 1,050,000 105,000 RSUs

Goerner, Co-Founder 1,050,000 105,000 RSUs

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amount reported in this column for co-founders Messrs. Peterson and Goerner represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $10.47. $104.70. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $141,667, which is based on the issuance date stock price of $0.85. $8.50.

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Description of the securities 22 changes

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of January 31, April 16, 2026, there were 101,072,226 10,444,355 shares of Class A Common Stock outstanding, 2,004,901 200,491 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

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of January 31, April 16, 2026 there were 6,000,000 Public Warrants and 3,000,000 Private Placement Warrants outstanding.

whole Public Warrant and whole Private Warrant entitles the registered holder to purchase one (1) one-tenth (1/10) of a share of Class A Common Stock at a price of $5.79 $57.90 per share, subject to adjustment as discussed below, at any time commencing January 20, 2024, provided that a registration statement under the Securities Act covering shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating thereto is available (or holders are permitted to exercise their Public Warrants on a cashless basis under the circumstances specified in the Warrant Agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire on December 21, 2028, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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and only if, the reported last sale price of the shares of Class A Common Stock equals or exceeds $9.06 $90.60 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of shares of Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination), for any 20 trading days within a 30-day trading period commencing after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of Class A Common Stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

have established the penultimate item of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. Any such exercise would not be done on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised. However, the price of the Ordinary Share may fall below the $9.06 $90.60 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading "— Anti-dilution Adjustments " below) as well as the $9.06 $90.60 (for whole shares) warrant exercise price after the redemption notice is issued. As of the date of this prospectus, the trading price of the shares of Class A Common Stock on Nasdaq has not achieved the $9.06 $90.60 threshold that would allow us to redeem the Public Warrants.

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addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of our share capital into which the warrants are convertible), other than (a) as described above, (b) any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A Common Stock issuable on exercise of each Public Warrant), but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 $5.00 per share (c) to satisfy the redemption rights of the holders of the shares of Class A Common Stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of the shares of Class A Common Stock in connection with a shareholder vote to amend the Existing Charter to modify the substance or timing of our obligation to redeem 100% of the Class A Common Stock if the Company does not complete the initial business combination within the period set forth in the Existing Charter or with respect to any other provisions relating to shareholders' rights or pre-initial business combination activity or (e) in connection with the redemption of the Public Shares upon our failure to complete an initial business combination, then the Public Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value (as determined by our Board in good faith) of any securities or other assets paid on each Ordinary Share in respect of such event.

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addition, if (x) we issued additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the Closing at an issue price or effective issue price of less than $9.20 $92.00 per share (with such issue price or effective issue price to be determined in good faith by our Board and, in the case of any such issuance to the Sponsor and the officers and directors of Chavant (collectively, the "Initial Shareholders") or their affiliates, without taking into account any shares issued to the Sponsor prior to the consummation of the Chavant IPO (the "Founder Shares") held by such shareholders or their affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represented more than 60% of the total equity proceeds, and interest thereon, available for funding the initial business combination on the date of Closing (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A Common Stock during the ten (10) trading day period starting on the trading day prior to the Closing (such price, the "Market Value") was below $9.20 $92.00 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 $180.00 per share redemption trigger described under " — Redemption of Warrants for Cash " will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As a result of the issuances of shares under the PIPE Subscription Agreements and other agreements in connection with the Closing, we adjusted the exercise price of the Warrants from $11.50 $115.00 to $5.79 $57.90 per share and adjusted the redemption trigger price from $18.00 $180.00 to $9.06 $90.60 per share.

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December 20, 2023, Chavant entered into a subscription agreement with Joseph J. Gebbia ("Gebbia") (the "Gebbia PIPE Subscription Agreement") pursuant to which Gebbia purchased 75,000 7,500 shares of our Class A Common Stock in cash at a price of $10.00 $100.00 per share for an aggregate purchase price of $750,000, on the terms and subject to the conditions set forth in the Gebbia PIPE Subscription Agreement. In connection with the execution of the Gebbia PIPE Subscription Agreement, Legacy Mobix issued to Gebbia a warrant to purchase 150,000 15,000 shares of common stock of Legacy Mobix at an exercise price of $0.01 $0.10 per share (the "Gebbia Warrant"). We assumed the Gebbia Warrant in the Merger.

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 5,000 shares of our Class A Common Stock in cash at a price of $10.00 $100.00 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 15,000 shares of common stock of Legacy Mobix at an exercise price of $0.01 $0.10 per share.

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to the July 2024 Purchase Agreement, on July 22, 2024 we issued the Existing Warrants as part of the July 2024 Private Placement, each to purchase up to 2,877,698 287,769 shares of Class A Common Stock, to an accredited investor at an exercise price of $1.39 $13.90 per share. Pursuant to the April 2025 Purchase Agreement, the Company agreed to reduce the exercise price of the Existing Warrants to $0.8202 $8.20 per share. The Existing Warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, at an exercise price of $8.20. The Series A Warrants will expire on January 3, 2030 and the Series B Warrants will expire on April 3, 2030.

The Existing Warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, at an exercise price of $0.8202. The Series A Warrants will expire on January 3, 2030 and the Series B Warrants will expire on April to the Inducement Letter, the holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase 1,484,953 148,495 shares of Class A Common Stock underlying the Series A Warrants and 1,484,952 148,495 shares Class A Common Stock underlying the Series B Warrants at the current exercise price of $0.8202 $8.20 per share.

1 unchanged paragraph

Modification of Warrants

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.

April 4, 2025, we entered into the April 2025 Purchase Agreement with the Investor. Pursuant to the April 2025 Purchase Agreement, on April 7, 2025, we issued 3,850,000 385,000 shares of Class A Common Stock and the Pre-Funded Warrant in a Registered Direct Offering (constituting part of the 2025 Offering). The public offering price for each share was $0.8202 $8.20 and the public offering price for each Pre-Funded Warrant was $0.8201. $8.20. Simultaneous with the Registered Direct Offering, the Company conducted a private placement as part of the 2025 Offering and issued the Common Warrants to purchase up to 4,876,860 487,686 shares of our Class A Common Stock. The Pre-Funded Warrant had an exercise price of $0.0001 $0.001 per share and was partially exercised on May 28, 2025, with the balance exercised on June 4, 2025. The Common Warrants became exercisable beginning on the effective date of stockholder approval, which occurred on May 30, 2025 and will expire on May 30, 2030.

September 3, 2025, we entered into the Inducement Letter with the Holder. Pursuant to the Inducement Letter, the Holder of the Common Warrants agreed to exercise for cash the Common Warrants to purchase 2,516,562 251,656 shares of Class A Common Stock.

compensation in connection with the 2024 Private Placement, we issued to HCW, acting as our exclusive placement agent or its designees upon closing of the 2024 Private Placement warrants to purchase up to 201,439 20,143 shares of Class A Common Stock at an exercise price of $17.375 per share. These warrants became exercisable on January 3, 2025 and are set to expire on January 3, 2030. Upon any exercise for cash of the Existing Warrants, we are obligated to pay HCW a cash fee of 8.0% of the aggregate gross proceeds received from the exercise of any of the Existing Warrants (which includes a management fee of 1.0%) and will also be obligated to issue the Private Placement Warrants to HCW (or its designees) to purchase up to 201,439 20,143 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our common stock underlying the Existing Warrants).

compensation for the 2025 Offering, we paid to Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the 2025 Offering. In addition, we also issued to Roth (or its designees) to purchase up to 682,760 68,276 shares of Class A Common Stock equal to 7% of aggregate number of Class A Common Stock issued in the 2025 Offering at an exercise price of $0.8202. $8.20. Furthermore, we also paid Roth fees and expenses of $75,000 for expenses in connection with the 2025 Offering. The Placement Agent Warrants issued to Roth became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, and will expire on April 4, 2030, and are not transferable for 180 days beginning April 4, 2025 (the date of entering into the April 2025 Purchase Agreement).

compensation for the placing of the Inducement Warrants, we paid Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds from the exercise of the warrants exercised pursuant to the Inducement Letter and issued warrants to purchase up to 384,053 38,405 shares of our Class A Common Stock (representing 7.0% of the sum of the warrants exercised) at an exercise price of $1.08 $10.80 per share.

September 3, 2025, we entered into the Inducement Letter. In consideration for the Holder's agreement to exercise the warrants for cash, we agreed to issue to the Holder Inducement Warrants to purchase up to an aggregate of 8,229,701 822,970 shares of Class A Common Stock at an exercise price of $1.08 $10.80 per share. The Inducement Warrants will become exercisable upon stockholder approval and will expire five years from the initial exercise date.

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

On October 24, 2025, we entered into amendments to certain liability-classified warrants to purchase an aggregate of 13,375,490 1,337,549 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 1,000,000 100,000 shares of our Class A Common Stock at a price of $1.08 $10.80 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 2 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 January 31, April 16, 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 101,072,226 10,444,355 shares of Class A Common Stock and 2,004,901 200,491 shares of Class B Common Stock, respectively, outstanding as of January 31, April 16, 2026.

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Related-party transactions 16 changes

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August 3, 2023, Legacy Mobix issued a promissory note having a principal balance of $100,000 to Mr. James Peterson, our director. The note, which matured on August 22, 2023, did not bear interest and was unsecured. In connection with the note, Legacy Mobix agreed to issue the purchaser warrants to purchase 2,924 292 shares of Legacy Mobix Common Stock at an exercise price of $6.84 $68.40 per share. The note was assumed in connection with the Closing. We repaid the loan in January 2024.

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

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The loan matured in November 2024 and was repaid in full.

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 and a director of Mobix Labs. The loan matured in November 2024 and was repaid in full.

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December 19, 2023, Chavant entered into a subscription agreement with Michael Long, who was appointed as a director of Mobix Labs on January 22, 2024, pursuant to which Mr. Long agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 300,000 30,000 shares of Class A Common Stock at a price of $10.00 $100.00 per share for an aggregate purchase price of $3,000,000, on the terms and subject to the conditions set forth in the subscription agreement. Mobix Labs registered for resale the shares received by Mr. Long pursuant to the subscription agreement and upon exercise of the warrant. Pursuant to the subscription agreement, Mobix Labs agreed to issue additional shares of Class A Common Stock to Mr. Long in the event that the Adjustment Period VWAP during the Adjustment Period is less than $10.00 $100.00 per share. In such case, Mr. Long was entitled to receive a number of shares of Make-Whole Shares equal to the product of (x) the number of shares of Class A Common Stock issued to him at the closing of the subscription and held by him through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 $100.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $7.00, $70.00, the Adjustment Period VWAP will be deemed to be $7.00. $70.00. On November 4, 2024, Mr. Long received 128,570 12,857 Make-Whole Shares.

connection with the execution of the subscription agreement, Legacy Mobix issued to Mr. Long a warrant to purchase 100,000 10,000 shares of Mobix Labs Stock at an exercise price of $0.01 $0.10 per share, exercisable upon the closing of the subscription agreement. The warrant was exercised at the closing of the subscription agreement and, following net settlement into 99,900 9,990 shares of Mobix Labs Stock, converted into 99,900 9,990 shares of Class A Common Stock in connection with the Closing.

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Notes to the financial statements 6 changes

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Note 21: Subsequent Events 168 changes

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