Mobix Labs: securities offering

Cover page 27 changes

filed with the Securities and Exchange Commission on April 27, June 18, 2026

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TO COMPLETION, DATED APRIL 27, 2026

TO COMPLETION, DATED JUNE 18, 2026

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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").

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.

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

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

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

Stockholder") Stockholders") of up to 3,744,161 shares of Class A Common Stock of Mobix Labs, Inc. par value $0.00001 per share (the "Class A Common Stock"), consisting of:

2,000,000 shares issuable to an investor (1)

upon the conversion of 2,000 shares of Series A 10% Convertible Preferred Stock, (2) upon the conversion of 6,000 shares of Series A 10% Convertible

Preferred Stock issuable upon exercise of a Preferred Stock Purchase Warrant (the "Preferred Warrant") and (3) in connection with the transaction. The shares of Series A 10% Convertible Preferred Stock issued and underlying the Preferred Warrant, including any future shares issued as a dividend on the Preferred Stock, are hereinafter referred to as the "Preferred Shares";

Up to 1,207,942 shares issued to lenders in satisfaction of outstanding debt;

Up to 71,267 shares issued in connection with the settlement of litigation; and

Up to 464,952 shares issued as earnout shares in connection

with our acquisition of RaGE Systems, Inc.

shares of Class A Common Stock that may be sold by the Selling Stockholder Stockholders are collectively referred to in this prospectus as the "Offered Securities." Our registration of the resale of the Offered Securities does not mean that the Selling Stockholders will offer or sell any of the Offered Securities.

will not receive any of the proceeds from the sale by the Selling Stockholder Stockholders of any of the Offered Securities. We may receive up to $6,000,000 to the extent the Preferred Warrant is exercised. We intend to use any proceeds from the exercise of the Preferred Warrant for working capital and general corporate purposes. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Stockholder Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

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 April 16, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholder, the Offered Securities would represent approximately 23.94% of the outstanding

Stock as of June 8, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 25% of the outstanding

Class A Common Stock as of April 16, June 8, 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 Stockholder, Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses. (collectively, The sale of the shares offered hereby together with the sale of these additional Prospectuses"). securities, or the perception that these sales could occur, could depress the market price of our securities.

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

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

are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On June 17,

24, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $2.92 $2.03 per share.

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Plan of distribution 11 changes

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prospectus relates to the resale by the Selling Stockholder Stockholders identified in this prospectus under the caption "Selling Stockholder," Stockholders," from time to time, of up to an aggregate of 2,500,000 3,744,161 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 Stockholder. Stockholders. We may receive up to $6,000,000 to the extent the Preferred Warrant is exercised.

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we, nor the Selling Stockholder, Stockholders, 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 Stockholders 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 Stockholders 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.

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.

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We have entered into a non-binding letter of intent

to acquire Vision Aerial, Inc., and any such acquisition is subject to significant uncertainty and may require additional dilutive financing.

Our ability to issue shares of Class A Common Stock

upon conversion of the Series A 10% Convertible Preferred Stock and exercise of the Preferred Warrant is limited by Nasdaq listing standards unless we obtain stockholder approval, and conversions of the Series A 10% Convertible Preferred Stock may be substantially dilutive.

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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.

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

The Reverse Stock Split Has Led

to a Decrease in the Overall Market Capitalization of the Company.

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Forward-looking statements 35 changes

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May 19, 2026, we entered into a securities purchase agreement with Kips Bay Select, LP ("Kips"), pursuant to which we agreed to sell to Kips (i) 2,000 shares of Series A 10% Convertible Preferred Stock ("Series A Preferred Stock") for aggregate gross proceeds of $2.4 million, and (ii) the Preferred Warrant to purchase up to an additional 6,000 shares of Series A Preferred Stock at an exercise price of $1,000.00 per share. Dividends are payable in cash, or at our option, in additional shares of Series A Preferred Stock. The Preferred Shares are convertible into shares of our Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A 10% Convertible Preferred Stock (the "COD"). In connection with the transaction, on May 19, 2026, we also entered into a registration rights agreement, as amended on June 18, 2026, with Kips pursuant to which we agreed to register the resale of shares of Class A Common Stock issuable upon conversion of the Preferred Shares and 294,117 shares of Class A Common Stock as consideration for extending the filing deadlines in the registration rights agreement. We are registering the resale of the shares of Class A Common Stock pursuant to this prospectus to comply with the registration rights agreement.

Acquisition of Vision Aerial

We entered into a letter of intent relating to the proposed acquisition of Vision Aerial, Inc. ("Vision Aerial"). The letter of intent contemplates aggregate consideration of approximately $15 million, payable in a combination of cash and shares of our Class A Common Stock. The proposed transaction remains subject to the negotiation and execution of a definitive agreement, the completion of due diligence and the satisfaction of customary closing conditions. There can be no assurance that we will enter into a definitive agreement, or that any transaction will be completed on the terms contemplated by the letter of intent, or at all. We expect that any cash portion of the consideration would be funded through additional financing, which may be dilutive to our stockholders. See " Risk Factors ".

Financing Activities

expect to seek to raise additional capital in the near future to support potential mergers and acquisitions activity, including the potential Vision Aerial transaction, and for working capital and general corporate purposes. We have not entered into definitive agreements for any such financing transactions, and the structures, terms, timing, size, pricing, investors, securities to be issued and conditions of any such transactions are currently unknown and subject to market conditions and further negotiation.

such financing transactions may involve the issuance of equity, equity-linked securities, debt securities, convertible securities, warrants or other instruments, and may result in dilution to existing stockholders. There can be no assurance that we will be able to raise capital on acceptable terms, in a timely manner, or at all.

Meeting of Stockholders

expect to hold a meeting of stockholders in July 2026. At the meeting, we expect to request that stockholders approve, among other matters:

issuance of shares of our Class A Common Stock to Kips in connection with the conversion of the Series A Preferred Stock;

amendment to our certificate of incorporation to remove certain restrictions on the issuance of shares of our Class B Common Stock;

increase in the number of shares available for issuance under our equity incentive award plan; and issuance of a specified number of shares of our Class A Common Stock, or securities convertible into or exercisable for Class A Common Stock, for purposes of future fundraising transactions and acquisitions.

have not yet filed preliminary or definitive proxy materials for the expected stockholder meeting. The specific terms of the proposals, including the number of shares subject to the proposals and the full text of any proposed charter amendment or equity incentive plan amendment, will be set forth in our proxy materials when filed with the SEC.

board of directors has not provided any assurance that the expected stockholder meeting will occur on the anticipated timeline or that the proposals described above will be approved by stockholders. If we do not obtain the required stockholder approvals, our ability to complete certain financing transactions, issue securities in connection with acquisitions, including the potential Vision Aerial transaction, or implement certain corporate-governance and compensation-related matters may be limited.

On March 13, 2026, we

agreed to issue 107,571 shares of Class A Common Stock to Agile Capital Funding, LLC ("Agile") in exchange for satisfaction of debt owed to them in the amount of $785 thousand.

May 13, 2026, we issued 488,506 shares of Class A Common Stock to Rocket Capital NY LLC ("Rocket") in exchange for satisfaction of a portion of the debt owed to them in the amount of $850 thousand. On June 8, 2026 we issued 344,431 shares to Rocket in satisfaction of the remaining debt owed to them in the amount of $779 thousand.

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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.

At a special meeting of

our stockholders held on March 23, 2026, our stockholders approved a reverse stock split of our outstanding shares of common stock (the " Reverse Stock Split "), at a specific ratio, ranging from 1-for-10 to 1-for-50, to be determined by our board of directors in its sole discretion.

Following the special meeting,

our board approved a ratio of 1-for-10 for the Reverse Stock Split. The Reverse Stock Split became effective after market close on April 6, 2026.

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 was to determine the specific ratio within that range and the timing of the reverse stock split. help us regain compliance with the Reverse Stock Split became effective after market close $1 minimum bid requirement for continued listing on April 6, 2026, at a ratio of 1-for-10 the "Reverse Stock Split"). Unless otherwise stated, Nasdaq Capital Market, which we did, as discussed below. All share shares and per share figures amounts set forth in this prospectus give effect to the reverse stock split, 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 Stock Split. The number of outstanding Public Warrants has not been adjusted to reflect the reverse stock split; however, the number of shares underlying such Public Warrants has been adjusted accordingly .

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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 3,000,000 shares of our Class A Common Stock at a price to the public of $2.00 per share (the "January 2026 Offering").

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.

September 13, 2025, we announced our intention to make an offer to Peraso, Inc.'s ("Peraso") stockholders to acquire all outstanding shares of common stock of Peraso. This offer is subject to the satisfaction of several conditions, including obtaining necessary regulatory approvals on acceptable terms and compliance with securities laws and Nasdaq rules. There can be no assurance that all necessary conditions will be met or the timing of the offer or the structure of the transaction. As a result, there is no certainty that the offer will be completed as proposed or at all.

2026, we entered into a securities purchase agreement with Leviston Resources, LLC ("Leviston"), pursuant to which we agreed to issue a senior secured convertible promissory note with a principal amount of $3 million. On May 13, 2026, we entered into a first amendment to the securities purchase agreement and promissory note with Leviston, amending the promissory note originally issued on March 31, 2026. Pursuant to the amendment, Leviston advanced an additional $833,000 to us, increasing the total funded amount under the original convertible note to $3.3 million. The amendment increased the aggregate principal amount of the original convertible note from $3 million to $4 million. On May 18, 2026, we satisfied in full the entire $4 million of outstanding principal under the convertible note, together with all accrued interest thereon, through the conversion of such amounts into 2,500,000 shares of Class A Common Stock.

Investor Rights Agreement

May 13, 2026, we entered into an investor rights agreement with Leviston. Pursuant to the investor rights agreement, we granted Leviston the right, but not the obligation, to purchase one or more additional senior secured convertible notes from us during the seven-month period commencing May 13, 2026 and ending December 13, 2026, in an aggregate principal amount not to exceed $4 million.

have submitted a non-binding letter of intent to acquire a rare earth company. There can be no assurance that definitive agreements will be entered into or any acquisition will be consummated.

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The offering 7 changes

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.

of Class A Common Stock outstanding

shares (as of April 16, 2026).

of Class A Common Stock offered by the Selling Stockholder Stockholders

to 3,744,161 shares of Class A Common Stock, consisting of up to (i) 2,000,000 shares issuable upon conversion of the Preferred Shares and shares of Class A Common Stock issuable to the investor in connection with the transaction, (ii) 1,207,942 shares of Class A Common Stock issued in settlement of debt owed to lenders, (iii) 71,267 shares issued in connection with the settlement of litigation, and (iv) 464,952 shares issued as earnout shares in connection with our acquisition of RaGE Systems, Inc. Shares of Class A Common Stock outstanding 14,998,187 shares (as of June 8, 2026).

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shares (as of April 16, 2026).

shares (as of June 8, 2026).

Risk factors 23 changes

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

For the six months ended March 31, 2026 and 2025, we incurred losses from operations of $14.9 million and $22.5 million, respectively. As of December March 31, 2025, 2026, we had an accumulated deficit of $160.7 $166.6 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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have entered into a non-binding letter of intent to acquire Vision Aerial, and any such acquisition is subject to significant uncertainty and may require additional dilutive financing.

have entered into a letter of intent relating to the proposed acquisition of Vision Aerial for aggregate consideration of approximately $15 million, payable in a combination of cash and shares of our Class A Common Stock. The letter of intent and the proposed transaction is subject to the negotiation and execution of a definitive agreement, the completion of due diligence and the satisfaction of customary closing conditions. We may not enter into a definitive agreement, and any transaction may not be completed on the terms contemplated, or at all. If we complete the proposed acquisition, we expect to fund the cash portion of the consideration through additional debt or equity financing, which may not be available on acceptable terms, or at all, and which may be dilutive to our stockholders, and we may issue shares of Class A Common Stock as part of the consideration, which would further dilute our existing stockholders. In addition, acquisitions involve numerous risks, including difficulties integrating the acquired business, the assumption of unknown liabilities and the diversion of management attention, any of which could adversely affect our business, financial condition and results of operations.

ability to issue shares of Class A Common Stock upon conversion of the Series A Preferred Stock and exercise of the Preferred Warrant is limited by Nasdaq listing standards unless we obtain stockholder approval, and conversions of the Series A Preferred Stock may be substantially dilutive.

applicable Nasdaq listing standards, our ability to issue shares of Class A Common Stock to Kips Bay Select, LP upon conversion of the Series A Preferred Stock and exercise of the Preferred Warrant may be limited to 19.99% of our outstanding Class A Common Stock unless we obtain stockholder approval. We currently expect to seek such approval at an upcoming meeting of our stockholders. If we do not obtain stockholder approval, the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Preferred Warrant, and therefore the number of shares that may be resold under this prospectus, may be limited.

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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. 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 effects of 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, Nasdaq will provide written notification to us that our common stock is subject to delisting.

The effects of 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, Nasdaq will provide written notification to us that our common stock is subject to delisting. Nasdaq rules provide that any listed company that fails to meet the Minimum Bid Price Requirement and has effected a reverse stock split over the prior one-year period, or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, will not be eligible for an automatic 180-day grace compliance period and the Staff is obligated to immediately issue a delisting determination. Therefore, if we were to fall out of compliance with the Minimum Bid Price Requirement prior to April 6, 2027, we would not be able to effect a reverse stock split and would immediately be issued a delisting determination.

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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.

The Reverse Stock Split Has

Led to a Decrease in the Overall Market Capitalization of the Company.

Split may be viewed negatively by the market. Following the Reverse Stock Split, our per share market price has declined, which has resulted in a decrease in our overall market capitalization. If there are further decreases in the per share market price of our Class A Common Stock, then our value, as measured by our market capitalization, will be reduced.

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percentage of shares of Class A Common Stock owned by current stockholders will likely be diluted because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that we may grant to our directors, officers, and employees, exercise of warrants or meeting the conditions triggering the issuance of the Earnout Shares and conversion of Class B Common Stock. These issuances will have a dilutive effect on our earnings per share, which could adversely affect the market price of of a substantial number of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class A Common Stock and may make it more difficult for investors to sell their shares of our Class A Common Stock at a time and price that investors deem appropriate. In October 2025, we entered into an At The Market Offering Agreement with Roth Capital Partners, LLC ("Manager") under which we may offer and sell, from time to time at our sole discretion, up to $15.8 million in shares of our Class A Common Stock through the Manager acting in its capacity as our sales agent. In addition, we may issue a substantial number of Class A Common Stock upon conversion of the Promissory Note, Preferred Shares, including pursuant to the adjustment provisions of the Promissory Note. Preferred Shares.

April 16, 2024, and March 28, 2025, and April 27, 2026, we filed registration statements on Form S-8 under the Securities Act with the SEC to register shares of our Class A Common Stock that may be issued under our equity incentive plans from time to time, as well as any shares of our Class A Common Stock underlying outstanding options and restricted stock units ("RSUs") that have been granted or promised to our directors, executive officers and other employees, all of which are subject to time-based vesting conditions. Shares registered under these registration statements will be available for sale in the public market upon issuance subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates.

Shares registered under these registration statements will be available for sale in the public market upon issuance subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates.

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continuous sales of a substantial number of our shares of Class A Common Stock in the public market pursuant to the resale registration statements, or the perception that these sales might occur, could depress the market price of our securities. The frequency of such sales could cause the market price of our securities to decline or increase the volatility in the market price of our securities.

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of April 16, 2026, we have warrants outstanding, which are exercisable to purchase an aggregate of 2,608,568 shares of our Class A Common Stock for prices ranging from $0.10 to $57.90 per share (subject to adjustments as set forth in the applicable warrants).

of June 8, 2026, we have warrants outstanding, which are exercisable to purchase an aggregate of 2,608,568 shares of our Class A Common Stock for prices ranging from $0.10 to $57.90 per share (subject to adjustments as set forth in the applicable warrants). In addition, we may issue 6,000 shares of Series A Preferred Stock upon exercise of the Preferred Warrant, which shares of Series A Preferred Stock are convertible into shares of Class A Common Stock. To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Class A Common Stock.

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Use of proceeds 7 changes

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

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. 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. We may receive up to $6,000,000 to the extent the Preferred Warrant is exercised. We intend to use any proceeds from the exercise of the Preferred Warrant for working capital and general corporate purposes.

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

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

April 24, June 17, 2026, the last closing price of the Class A Common Stock and the Public Warrants as reported on Nasdaq was $2.92 were $2.03 per share and $0.20 per warrant, respectively.

of April 16, June 8, 2026, there were 10,444,355 14,998,187 shares of Class A Common Stock outstanding held of record by 243 237 holders, 200,491 shares of Class B Common Stock outstanding held of record by 5 holders and Public Warrants to purchase 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 94 changes

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May 19, 2026, we entered into a Securities Purchase

Agreement with Kips (the "May 2026 Purchase Agreement") , pursuant to which we agreed to sell to Kips (i) 2,000 shares of Series A Preferred Stock for aggregate gross proceeds of $2,400, and (ii) the Preferred Warrant to purchase up to an additional 6,000 shares of Series A Preferred Stock at an exercise price of $1,000.00 per share. Dividends are payable in cash, or at our option, in additional shares of Series A Preferred Stock. The Preferred Shares are convertible into shares of our Class A Common Stock in accordance with the terms of the COD. In connection with the transaction, on May 19, 2026, we also entered into a registration rights agreement, as amended on June 18, 2026, with Kips (the "May 2026 Registration Rights Agreement") pursuant to which we agreed to register the resale of shares of Class A Common Stock issuable upon conversion of the Preferred Shares and 294,117 shares of Class A Common Stock as consideration for extending the filing deadlines in the May 2026 Registration Rights Agreement. We are registering the resale of the shares of Class A Common Stock pursuant to this prospectus to comply with the May 2026 Registration Rights Agreement.

Acquisition of Vision Aerial

We entered into a letter of intent relating to the proposed acquisition of Vision Aerial. The letter of intent contemplates aggregate consideration of approximately $15 million, payable in a combination of cash and shares of our Class A Common Stock. The proposed transaction remains subject to the negotiation and execution of a definitive agreement, the completion of due diligence and the satisfaction of customary closing conditions. There can be no assurance that we will enter into a definitive agreement, or that any transaction will be completed on the terms contemplated by the letter of intent, or at all. We expect that any cash portion of the consideration would be funded through additional financing, which may be dilutive to our stockholders. See " Risk Factors ".

Financing Activities

expect to seek to raise additional capital in the near future to support potential mergers and acquisitions activity, including the potential Vision Aerial transaction, and for working capital and general corporate purposes. We have not entered into definitive agreements for any such financing transactions, and the structures, terms, timing, size, pricing, investors, securities to be issued and conditions of any such transactions are currently unknown and subject to market conditions and further negotiation.

such financing transactions may involve the issuance of equity, equity-linked securities, debt securities, convertible securities, warrants or other instruments, and may result in dilution to existing stockholders. There can be no assurance that we will be able to raise capital on acceptable terms, in a timely manner, or at all.

Meeting of Stockholders

expect to hold a meeting of stockholders in July 2026. At the meeting, we expect to request that stockholders approve, among other matters:

issuance of shares of our Class A Common Stock to Kips in connection with our previously disclosed amendment to our certificate of incorporation to remove certain restrictions on the issuance of shares of our Class B Common Stock;

increase in the number of shares available for issuance under our equity incentive award plan; and issuance of a specified number of shares of our Class A Common Stock, or securities convertible into or exercisable for Class A Common Stock, for purposes of future fundraising transactions and acquisitions.

have not yet filed preliminary or definitive proxy materials for the expected stockholder meeting. The specific terms of the proposals, including the number of shares subject to the proposals and the full text of any proposed charter amendment or equity incentive plan amendment, will be set forth in our proxy materials when filed with the SEC.

board of directors has not provided any assurance that the expected stockholder meeting will occur on the anticipated timeline or that the proposals described above will be approved by stockholders. If we do not obtain the required stockholder approvals, our ability to complete certain financing transactions, issue securities in connection with acquisitions, including the potential Vision Aerial transaction, or implement certain corporate-governance and compensation-related matters may be limited.

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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 the adjustments made in connection with the Reverse Stock Split. The number of outstanding Public Warrants has not been adjusted to reflect the reverse stock split; however, the number of shares underlying such Public Warrants has been adjusted accordingly.

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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.

of Class A Common Stock

March 31, 2026, we entered into a securities purchase agreement with Leviston, pursuant to which we agreed to issue a senior secured convertible promissory note with a principal amount of $3,000. On May 13, 2026, we entered into a first amendment to the securities purchase agreement and promissory note with Leviston, amending the promissory note originally issued on March 31, 2026. Pursuant to the amendment, Leviston advanced an additional $833 to us, increasing the total funded amount under the original convertible note to $3,333. The amendment increased the aggregate principal amount of the original convertible note from $3,000 to $4,000. On May 18, 2026, we satisfied in full the entire $4,000 of outstanding principal under the convertible note, together with all accrued interest thereon, through the conversion of such amounts into 2,500,000 shares of Class A Common Stock.

Investor Rights Agreement

we entered into an investor rights agreement with Leviston. Pursuant to the investor rights agreement, we granted Leviston the right, but not the obligation, to purchase one or more additional senior secured convertible notes from us during the seven-month period commencing May 13, 2026 and ending December 13, 2026, in an aggregate principal amount not to exceed $4,000.

and Security Agreement Settlement

January 15, 2026, we amended an existing loan and security agreement, dated August 13, 2025, pursuant to which we were provided with a closed-end commercial loan in the original principal amount of $600. Under the amendment, we agreed to cure a prior payment default, make an additional interim payment of $33, and make a principal reduction payment of $233. The amendment also provided for an equity-based settlement of the remaining obligations under the loan, subject to the effectiveness of a registration statement covering shares of our common stock held by or for the benefit of Maximcash Solutions LLC and our timely payment of the required cash amounts.

the six months ended March 31, 2026, we settled the remaining outstanding indebtedness under the arrangement. In connection with the settlement, indebtedness of $232, consisting of principal of $140 and accrued interest of $92, was settled through the issuance or delivery of 169,375 shares of our Class A Common Stock. Based on the fair value of the shares issued or delivered at the time of settlement of $376, or $2.22 per share, we recognized a loss on extinguishment of debt of $144, which was recorded in other non-operating (gains) losses, net in the condensed consolidated statements of operations and comprehensive loss.

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 our debt owed to such creditors in the aggregate amount of $3 million. $3,000. Of the 206,876 shares issued, 107,571 shares were allocated to Agile.

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.

May 13, 2026, we issued 488,506 shares of Class A Common Stock to Rocket in exchange for satisfaction of a portion of the debt owed to them in the amount of $850. On June 8, 2026 we issued 344,431 shares to Rocket in satisfaction of the remaining debt owed to them in the amount of $779.

January 6, 2026, we entered into certain securities purchase agreements with unrelated investors relating to a public offering of 3,000,000 shares of our Class A Common Stock at a price to the public of $2.00 per share. 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, $5,360, after deducting placement agent fees and commissions and other estimated offering expenses payable by us.

We have submitted a non-binding letter of intent to acquire a rare earth company. There can be no assurance that any definitive agreement will be entered into or that the acquisition will be consummated.

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of the Three Months Ended December 31, 2025 and 2024

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 $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 March 31, 2026 and 2025

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Income tax provision (benefit)

1 unchanged paragraph

of the Six Months Ended March 31, 2026 and 2025

(dollars in thousands)

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 gains (losses), net

Loss before income taxes

Net loss and comprehensive loss

derive our net revenue primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the three six months ended December March 31, 2025 2026 and 2024). 2025). Sales and other taxes we collect, if any, are excluded from net revenue. We include shipping and handling fees we bill to customers as part of net revenue. We include shipping and handling costs associated with outbound freight in cost of product revenue.

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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.

$669 for the three months ended March 31, 2026 compared to $1,457 for the three months ended March 31, 2025, a decrease of $788 or 54%. The change is principally driven by a temporary delay in shipments of our radar and imaging sensor products within our wireless systems solutions segment, which we expect to resume in the second half of calendar year 2026, as well as lower shipments of our interconnect products.

the six months ended March 31, 2026, product revenue was $2,004 compared to $3,408 for the six months ended March 31, 2025, a decrease of $1,404 or 41%. The change reflects a temporary delay in shipments of our radar and imaging sensor products, which we expect to resume in the second half of calendar year 2026, partially offset by an increase in shipments of our interconnect products.

revenue was $540 $301 for the three months ended December March 31, 2025 2026 compared to $1,218 $1,054 for the three months ended December March 31, 2024, 2025, a decrease of $678 $753 or 56%. 71%. Our service services 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 is the fiscal 2025 first quarter. result of the timing of customer contracts.

the six months ended March 31, 2026, services revenue was $841 compared to $2,272 for the six months ended March 31, 2025, a decrease of $1,431 or 63%. Our services 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 is the result of the timing of customer contracts.

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of service revenue was $345 for the three months ended December 31, 2025 compared to $292 for the three months ended December 31, 2024, an increase of $53 or 18%. The change principally reflects increased compensation and benefits costs as well as the adverse impact of certain fixed costs.

of product revenue was $949 $456 for the three months ended December March 31, 2025 2026 compared to $1,190 $1,067 for the three months ended December March 31, 2024, 2025, a decrease of $241 $611 or 20%. 57%. The change principally reflects the lower shipments of our wireless systems solutions products noted above.

of service revenue was $330 for the three months ended March 31, 2026 compared to $424 for the three months ended March 31, 2025, a decrease of $94 or 22%.

of product revenue was $1,405 for the six months ended March 31, 2026 compared to $2,257 for the six months ended March 31, 2025, a decrease of $852 or 38%. The change principally reflects the lower shipments of our wireless systems solutions products noted above.

Cost of service revenue

was $675 for the six months ended March 31, 2026 compared to $716 for the six months ended March 31, 2025, a decrease of $41 or 6%.

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Research and development

and development expenses were $442 $428 for the three months ended December March 31, 2025 2026 compared to $611 $719 for the three months ended December March 31, 2024, 2025, a decrease of $169 $291 or 28%. 40%. The decrease reflects lower costs for employee compensation and benefits and other costs as part of the Company's our ongoing cost management efforts.

and development expenses were $870 for the six months ended March 31, 2026 compared to $1,330 for the six months ended March 31, 2025, a decrease of $460 or 35%. The decrease reflects lower costs for employee compensation and benefits and other costs as part of our ongoing cost management efforts.

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general and administrative expenses were $8,972 $5,847 for the three months ended December March 31, 2025 2026 compared to $15,706 $8,129 for the three months ended December March 31, 2024, 2025, a decrease of $6,734 $2,282 or 43%. 28%. The change principally reflects a $4,713 decrease in stock-based compensation expense as well as lower costs under the RaGE Earnout, lower costs for outside legal and accounting services and lower insurance cost. The decrease in stock-based compensation expense reflects that during the three months ended December 31, 2024, we recognized additional expense of $6,917 from the acceleration of certain awards; there were no similar charges for the three months ended December 31, 2025.

general and administrative expenses were $14,819 for the six months ended March 31, 2026 compared to $23,835 for the six months ended March 31, 2025, a decrease of $9,016 or 38%. The change principally reflects a decrease in stock-based compensation expense as well as lower costs under the RaGE Earnout, lower costs for outside legal and accounting services and lower insurance cost.

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in Fair Value of Earnout Liability

expense was $1,380 $1,389 for the three months ended December March 31, 2025 2026 compared to $211 $274 for the three months ended December March 31, 2024, 2025, an increase of $1,169 $1,115 or 554%. 407%. The increase reflects higher outstanding borrowings and higher interest rates on borrowings during the three months ended December March 31, 2025. 2026.

expense was $2,769 for the six months ended March 31, 2026 compared to $485 for the six months ended March 31, 2025, an increase of $2,284 or 471%. The increase reflects higher outstanding borrowings and higher interest rates on borrowings during the six months ended March in Fair Value of Earnout Liability Certain Mobix stockholders and certain holders of Mobix stock options will be entitled to receive an additional aggregate 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.

of December March 31, 2025, 2026, none of the conditions for the issuance of any earnout shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $280. As a result of changes in the estimated fair value of the liability, we recognized non-cash gains (losses) of $960 $0 and $(1,940) $2,220 for the three months ended December March 31, 2026 and 2025, respectively, and 2024, non-cash gains of $960 and $280 for the six months ended March 31, 2026 and 2025, respectively.

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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 100,000 shares of our Class A Common Stock at a price of $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 six months ended December March 31, 2025. 2026.

a result of changes in the fair value of liability-classified warrants outstanding during the periods, for the three months ended March 31, 2026 and 2025, we recognized net non-cash losses of $105 and net non-cash gains of $3,283, respectively.

a result of changes in the fair value of liability-classified warrants outstanding during the periods, For the three six months ended December March 31, 2025 2026 and 2024, 2025, we recognized net non-cash losses of $323 $428 and $2,658, net non-cash gains of $625, respectively, which are included in "Change in fair value of warrants" in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2025 and September 30, 2025, the related liabilities of $270 and $6,859, respectively, are included in "Liability-classified warrants" in the condensed consolidated balance sheet.

of March 31, 2026 and September 30, 2025, the related liabilities of $375 and $6,859, respectively, are included in "Liability-classified warrants" in the condensed consolidated balance sheet.

Non-Operating (Gains) Losses, Net

the three months ended December March 31, 2025, 2026, other non-operating losses, gains, net of $573 $1,735 principally consist of the $514 fair value of the additional warrants issued in connection with amendments to certain warrants and losses gains on the settlement settlements of a note certain notes payable and certain other liabilities in shares of our Class A Common Stock. For the three six months ended December March 31, 2024, 2026, other non-operating losses, gains, net of $1,162 principally consist of a loss recognized the $514 fair value of the additional warrants issued in connection with amendments to certain warrants and gains on the settlement settlements of a note certain notes payable and certain other liabilities in shares of our Class A Common Stock.

the three months ended March 31, 2025, other non-operating gains, net of $303 principally consist of a gain from the decrease in the fair value of a derivative liability and gains on the conversion of certain accounts payable into shares of our Class A Common Stock.

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

Tax Provision / Benefit

1 unchanged paragraph

For the three months

and six months ended March 31, 2026, and for the three months ended December March 31, 2025, and 2024, our income tax provision (benefit) for income taxes differs from an amount calculated based on statutory tax rates principally due to our recording a valuation allowance against the net operating losses we generated during the period We did not recognize any tax benefit related to our pretax book losses of $10,149 and $19,841, respectively, for the three months ended December 31, 2025 and 2024 because we did not expect that the deferred tax asset arising from our net operating pretax book losses would be realized in the future.

45 unchanged paragraphs

connection with the Merger, we agreed to issue additional shares of our Class A Common Stock to the holders of 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 $100.00 per share. In such a case, we would be obligated to issue up to 105,203 105,202 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.

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(dollars in thousands)

following table summarizes our unaudited condensed consolidated cash flows for the three six months ended December March 31, 2025 2026 and 2024: 2025:

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3 unchanged paragraphs

14 unchanged paragraphs

29 unchanged paragraphs

and 14 more changes in the filing

Management 3 changes

21 unchanged paragraphs

and Financial Expert

audit committee consists of Kurt Busch, William Carpou and Frederick Goerner, with Kurt Busch William Carpou serving as chair and as the "audit committee financial expert" within the meaning of the SEC regulations. The Board determined that each of Messrs. Kurt Busch, William Carpou and Frederick Goerner meet the definition of "independent director" for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the Nasdaq listing standards and also meets the financial literacy requirements of the Nasdaq listing standards.

18 unchanged paragraphs

nominating committee consists of David Aldrich Kurt Busch and William Carpou, with David Aldrich serving as chair. The Board determined that David Aldrich Kurt Busch and William Carpou each meet the definition of "independent director" under the Nasdaq listing standards.

93 unchanged paragraphs

Description of the securities 21 changes

3 unchanged paragraphs

of April 16, June 8, 2026, there were 10,444,355 14,998,187 shares of Class A Common Stock outstanding, 200,491 shares of Class B Common Stock outstanding. and no As of the date of this prospectus, there were 2,000 shares of Series A Preferred Stock outstanding.

8 unchanged paragraphs

of the date of this prospectus, 2026, there is no are 2,000 shares of Series A Preferred Stock outstanding.

Convertible Preferred Stock

May 19, 2026, we entered into the May 2026 Purchase Agreement, pursuant to which we agreed to sell to Kips (i) 2,000 Preferred Shares for aggregate gross proceeds of $2,400, and (ii) the Preferred Warrant to purchase up to an additional 6,000 Preferred Shares at an exercise price of $1,000 per share. The COD provides that 20,000 shares have been designated as Preferred Shares, subject to increase as set forth in the COD.

Value . Each share of Series A Preferred Stock has a stated value of $1,200 per share (the "Stated Value").

Holders of Preferred Shares are entitled to receive cumulative dividends at the rate of 10% per annum of the Stated Value, payable quarterly and on each conversion or redemption date. Dividends are payable, at our option, in cash or in additional shares of Series A Preferred Stock (the "Dividend Shares") at the rate of one share of Series A Preferred Stock per $1,000 of the dividend amount payable.

Each Preferred Share is convertible at the option of the holder, subject to the beneficial ownership and Nasdaq stockholder approval limitations described below, into a number of shares of Class A Common Stock equal to the Stated Value (plus any accrued and unpaid dividends and other amounts due) divided by the applicable conversion price. The conversion price is equal to 82% of the lowest VWAP of the Class A Common Stock during the eight (8) trading days immediately prior to and including the applicable conversion date (the "Kips Conversion Price"), subject to adjustment as described below.

Adjustment . If we issue or sell any shares of Class A Common Stock or common stock equivalents at an effective price per share lower than the then-applicable Kips Conversion Price (a "Dilutive Issuance"), the Kips Conversion Price will be reduced to equal such lower effective price per share, subject to customary exceptions.

Price Adjustment . If the lowest VWAP of the Class A Common Stock during the ten (10) trading days prior to the applicable conversion date (the "Market Price") is less than the Kips Conversion Price, the aggregate Stated Value of the holder's outstanding shares of Series A Preferred Stock will be automatically increased by an amount equal to the difference between the Kips Conversion Price and the Market Price, multiplied by the number of shares issued upon such conversion.

Ownership Limitation . A holder of Preferred Shares will not have the right to convert any portion of the Preferred Shares, to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own in excess of 4.99% of shares of Class A Common Stock outstanding immediately after giving effect to such conversion. A holder may, upon 61 days' prior notice to us, increase such limitation to a percentage not in excess of 9.99%.

Redemption by the Company . Beginning thirty business days after the original issue date of the Series A Preferred Stock, we may, subject to the satisfaction of certain "equity conditions" specified in the COD, redeem some or all of the then-outstanding Preferred Shares for cash at a redemption price equal to 110% of the aggregate Stated Value, plus accrued but unpaid dividends and other amounts due.

Events; Holder Redemption Rights . The COD specifies certain "Triggering Events," including, among other things, (i) failure to maintain an effective registration statement covering the resale of the Class A Common Stock issuable upon conversion of the Preferred Shares, (ii) failure to timely deliver conversion shares, (iii) an Authorized Share Failure (as defined in the COD), (iv) a Bankruptcy Event (as defined in the COD), (v) delisting of the Class A Common Stock for more than five trading days, (vi) an unsatisfied monetary judgment against us in excess of $500,000 that remains unsatisfied for 60 calendar days, (vii) any cessation of operations by us, and (viii) certain other specified events. Upon the occurrence of a Triggering Event, each holder of Series A Preferred Stock may require us to redeem all of such holder's Preferred Shares for cash at a "Triggering Redemption Amount" equal to the greater of (a) 120% of the aggregate Stated Value and (b) a market-based amount calculated by reference to the VWAP of the Class A Common Stock and the then-applicable Kips Conversion Price, in each case plus all accrued but unpaid dividends and any liquidated damages and other amounts due. In addition, upon the occurrence of a Triggering Event, we are obligated to pay liquidated damages of $250,000 in cash within five trading days, with interest accruing at a rate of 2% per month on any unpaid amount.

of April 16, June 8, 2026 there were 6,000,000 Public Warrants and 3,000,000 Private Warrants outstanding.

29 unchanged paragraphs

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 251,656 shares of Class A Common Stock.

April 4, 2025, we entered into the April 2025 Purchase Agreement with the an investor. Pursuant to the April 2025 Purchase Agreement, on April 7, 2025, we issued 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 $8.20 and the public offering price for each Pre-Funded Warrant was $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 487,686 shares of our Class A Common Stock. The Pre-Funded Warrant had an exercise price of $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 251,656 shares of Class A Common 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 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 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).

6 unchanged paragraphs

Stock Purchase Warrant

May 19, 2026, we entered into the May 2026 Purchase Agreement, pursuant to which we agreed to sell to Kips (i) the Preferred Shares for aggregate gross proceeds of $2,400, and (ii) the Preferred Warrant to purchase up to an additional 6,000 shares of Series A Preferred Stock at an exercise price of $1,000 per share. The Preferred Warrant is exercisable beginning May 19, 2026 and expires no later than twelve months thereafter.

exercise price and number of shares of Class A Common Stock issuable upon exercise of the Preferred Warrant are subject to adjustment in the event of stock splits, stock dividends, reorganizations, or similar events. The Preferred Warrant is subject to customary limitations on beneficial ownership.

46 unchanged paragraphs

and Restated Registration Rights and Lock-Up Agreement

connection with the Closing, an Amended and Restated Registration Rights and Lock-Up Agreement was entered into by Mobix Labs and the to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement, Mobix Labs was obligated, within 45 days of the consummation of Closing to file a registration statement to register the resale of certain securities of Mobix Labs held by the Holders and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practical after the initial filing of the registration statement. The Amended and Restated Registration Rights and Lock-Up Agreement also provides the Holders with "piggy-back" registration rights, subject to certain requirements and customary conditions.

Principal stockholders 2 changes

3 unchanged paragraphs

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 April 16, June 8, 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.

1 unchanged paragraph

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 10,444,355 14,998,187 shares of Class A Common Stock and 200,491 shares of Class B Common Stock, respectively, outstanding as of April 16, June 8, 2026.

4 unchanged paragraphs

Financial statements 1 change

Report of Independent Registered Public Accounting Firm — PCAOB ID: 238 Consolidated Balance Sheets as of September 30, 2025 and 2024 F- 21 22 Consolidated Statements of Operations and Comprehensive Loss for the years ended September 30, 2025 and 2024 F- 22 23 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the years ended September 30, 2025 and 2024 F- 23 24 Consolidated Statements of Cash Flows for the years ended September 30, 2025 and 2024 F- 24 25

Notes to the financial statements 60 changes

3 unchanged paragraphs

Prepaid expenses and other current assets

4 unchanged paragraphs

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accrued expenses and other current liabilities

2 unchanged paragraphs

Notes payable, current

Notes payable – related parties, current

Operating lease liabilities, current

9 unchanged paragraphs

Stockholders' equity (deficit)

Class A Common Stock, $ 0.00001

Class A common stock, $ 0.00001 par value, 285,000,000 shares authorized; 6,665,325 10,355,525 and 5,883,842 shares issued and outstanding at December March 31, 2025 2026 and September 30, 2025, respectively — — Class B Common Stock, $ 0.00001 par value, 5,000,000 shares authorized; 200,491 shares issued and outstanding at December March 31, 2025 2026 and September 30, 2025 — — Common stock, value — — Additional paid-in capital 165,380 175,411 150,252 Accumulated deficit ( 160,713 166,566 ) ( 150,588 ) Total stockholders' equity (deficit) 4,667 8,845 ( 336 ) Total liabilities and stockholders' equity (deficit) $ 32,724 34,854 $ 37,113 See accompanying notes to condensed consolidated financial statements.

12 unchanged paragraphs

Other non-operating (gains) losses, net

1 unchanged paragraph

Income tax provision (benefit)

3 unchanged paragraphs

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

8 unchanged paragraphs

Issuance of common stock upon exercise of stock options

4 unchanged paragraphs

Issuance of common stock

Issuance of common stock in settlement of liabilities

Issuance of common stock in connection with

Issuance of common stock upon vesting of RSUs

Stock-based compensation

Balance at March 31,

2 unchanged paragraphs

Conversion of Class B Common Stock to Class A common stock

Conversion of notes payable to Class A Common stock

3 unchanged paragraphs

Issuance of common stock in settlement of liabilities

Issuance of common stock for RaGE earnout

Issuance of common stock upon vesting of RSUs

Issuance of common stock upon exercise of warrants

Stock-based compensation

Balance at March 31,

4 unchanged paragraphs

Adjustments to reconcile

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of intangible assets

1 unchanged paragraph

Issuance of warrants in connection with financing activities, charged to expense Change in fair value of earnout liability ( 960 ) 1,940 ( 280 ) Change in fair value of warrants 2,658 ( 625 ) Change in fair value of PIPE make-whole liability Non-cash expense for warrants issued — Merger-related transaction costs expensed Private placement costs expensed Non-cash expense for warrants issued — Stock-based compensation 5,139 9,802 7,592 13,154 Deferred income taxes ( 28 ) ( 5 13 ) Loss on disposal of assets — Other non-cash items ( 370 ) Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accrued expenses and other current liabilities

Net cash used in operating activities

2 unchanged paragraphs

Acquisition of property and equipment

1 unchanged paragraph

Net cash provided by used in investing activities

1 unchanged paragraph

Proceeds from sale of common stock and warrants in private placements

Proceeds from issuance of common stock

Proceeds from exercise of common stock warrants

Proceeds from exercise of stock options

Proceeds from issuance of notes payable

Proceeds from issuance of notes payable – related parties

Proceeds from issuance of notes payable

Principal payments on notes payable

Principal payments on notes payable – related parties

Deferred consideration paid for acquisition of business

Proceeds from the Merger and PIPE

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Supplemental cash flow information

Cash paid for interest

Cash paid for income taxes

Non-cash investing and financing activities:

Proceeds from sale of common stock and warrants in private placements of common stock of stock options of common stock in public offering 5,360 — Proceeds from exercise of warrants — Proceeds from issuance of notes payable 4,736 1,725 Principal payments on notes payable ( 2,533 ) ( 119 ) Principal payments on notes payable - related parties ( 565 ) — Deferred consideration paid for acquisition of business — ( 174 ) Proceeds from the Merger and PIPE Merger-related transaction costs paid Net cash provided by financing activities 8,307 2,047 Net increase (decrease) in cash ( 710 ) Cash, beginning of period 3,273 Cash, end of period $ 2,563 $ 781 Supplemental cash flow information Cash paid for interest $ 1,357 $ 255 Cash paid for income taxes — — Non-cash investing and financing activities:

Settlement of notes payable and other liabilities in common stock accompanying notes to condensed consolidated financial statements.

Issuance of Class A Common Stock for RaGE earnout

Class A Common Stock issued for RaGE earnout

Unpaid Merger-related transaction costs paid

Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc. Class A Common Stock issued for acquisition of RaGE Systems, Inc. Deferred purchase consideration for acquisitions of businesses Conversion of SAFEs to common stock Deemed dividend from warrant price adjustment Issuance of warrants in connection with notes payable, recorded as debt discount accompanying notes to condensed consolidated financial statements.

Note 1: Company Information 21 changes

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

to "Mobix Labs, Inc." and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix Labs Operations, Inc." As a result of the Merger, the Company raised gross proceeds of $ 21,014 , including the contribution of $ 1,264 of cash held in Chavant's trust account and the $ 19,750 private investment in public equity ("PIPE") at $ 10.00 per share of Chavant's Class A Common Stock. The common stock and public warrants of the combined company began trading on The Nasdaq Stock Market LLC under the symbols "MOBX" and "MOBXW," respectively, on December 22, 2023.

the notes to the consolidated financial statements, unless otherwise noted or otherwise suggested by context, the "Company" refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger.

Labs, Inc. ("Mobix Labs" or the "Company"), a Delaware corporation based in Irvine, California, designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies used in the defense, aerospace, commercial, industrial and other markets. The Company's wireless systems solutions include products for advanced RF and millimeter wave ("mmWave") communications, mmWave imaging, software defined radio and custom RF integrated circuits ("ICs") targeting the defense, aerospace, commercial and industrial sectors. The Company's 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 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. The Company's Class A Common Stock and its Public Warrants are traded on the Nasdaq Capital Market under the symbols "MOBX" and "MOBXW," respectively.

condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, as a result of its ongoing investment in product development and other operating expenses. The Company incurred a loss from operations of $ 14,924 for the years six months ended September 30, 2025 March 31, 2026 and 2024, the Company incurred losses from operations of $ 37,693 and $ 46,395 , respectively, and as of for the years ended September 30, 2025 the Company had an accumulated deficit of $ 150,588 . The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company's ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least the next twelve months. 2024, respectively.

Additionally, the Company had negative cash flows from operations of $ 9,017 for the six months ended March 31, 2026 and negative cash flows from operations of $ 10,113 and $ 18,388 for the years ended September 30, 2025 and 2024, respectively.

As of March 31, 2026, the Company had cash on hand of $ 2,563 and an accumulated deficit of $ 166,566 .

The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company's ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least the next twelve months.

2 unchanged paragraphs

the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

2 — Basis of Presentation and Significant Accounting Policies of Presentation condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company's fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements as of and for the year ended September 30, 2025 and the related notes which provide a more complete discussion of the Company's accounting policies and certain other information. The September 30, 2025 consolidated balance sheet was derived from the Company's audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company's condensed consolidated financial position as of March 31, 2026 and its condensed consolidated results of operations and cash flows for the periods ended March 31, 2026 and 2025. The condensed consolidated results of operations for the three months and six months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026 or for any other future annual or interim period.

condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified for consistency with the current year presentation.

preparation of the Company's condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of net revenue and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions.

Areas requiring significant estimates and assumptions by the Company include, but are not limited to:

of stock-based compensation awards;

assessments of goodwill and long-lived assets;

of liabilities carried at fair value, including the earnout liability and liability-classified warrants; and, provisions for income taxes and related valuation allowances and tax uncertainties.

summary of the Company's significant accounting policies is included in its Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission on January 13, 2026. There have been no significant changes to these policies during the six months ended March 31, 2026, aside from those outlined below.

of Long-Lived Assets

Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company regularly reviews its operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company did no t recognize any impairment losses for the six months ended March 31, 2026 and 2025.

represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not recognize any goodwill impairment losses for the six months ended March 31, 2026 and 2025. There were no changes in the carrying amount of goodwill during the six months ended March 31, 2026 and 2025.

Company accounts for warrants to purchase its common stock as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC Topic 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the liability classification requirements pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when warrants are issued or modified and as of the end of each subsequent reporting period while the warrants are outstanding.

Note 7: Debt 27 changes

1 unchanged paragraph

the three months ended December 31, 2025, the Company entered into a $ 1,100 notes payable with an unaffiliated investor for net proceeds of $ 800 . The note is unsecured and the $ 1,100 principal amount is payable in June 2027.

December 2024, the Company entered into a $ 200 note payable with a bank for net proceeds of $ 195 . The note is secured by substantially all of the Company's assets and is guaranteed by an officer and director of the Company. During the three months ended December 31, 2025, the Company also modified this note to increase the amount of borrowings outstanding by $ 112 . The note as modified has an eighteen month term and requires weekly payments totaling $ 282 , including finance charges, through May 2027.

the three months ended December 31, 2025, the Company settled an outstanding note payable and accrued interest thereon, totaling $ 511 , in exchange for 68,789 shares of its Class A Common Stock. During the three months ended December 31, 2024, the Company and the holders of two notes agreed to settle the outstanding principal and accrued interest, totaling $ 545 , for 63,180 shares of the Company's Class A Common Stock. For the three months ended December 31, 2025 and 2024, the Company recognized losses on the extinguishment of debt of $ 58 and $ 283 , respectively, which are included in "Other non-operating losses, net" in the condensed consolidated statements of operations and comprehensive loss.

the three months ended December 31, 2025 and 2024, the Company made principal payments on notes payable of $ 1,080 and $ 32 , respectively.

7% promissory notes – related parties

Less: Amounts classified as current

March 13, 2026, the Company entered into three exchange agreements pursuant to which certain outstanding indebtedness and other amounts owed were exchanged for shares of the Company's Class A Common Stock. Under these agreements, (i) indebtedness of $785 was exchanged for 107,571 shares of Class A Common Stock at an exchange price of $7.30 per share, (ii) outstanding obligations of $1,425 were partially settled through the issuance of shares having an aggregate value of $615, with the remaining balance to be resolved under a separate agreement, and (iii) outstanding amounts owed under a service agreement, including existing and expected invoices or obligations, were exchanged for 15,000 shares of Class A Common Stock. Upon closing, the applicable exchanged obligations were to be cancelled and extinguished in accordance with the terms of the respective agreements.

February 23, 2026 and March 31, 2026, the Company entered into three securities purchase agreements providing for the issuance of convertible notes. The first two agreements, entered into on February 23, 2026 and March 16, 2026, provided for bridge promissory notes with an aggregate principal amount of $ 554 aggregate original issue discount of $ 72 , aggregate purchase price of $ 482 , and one-time interest charges of 12 %, resulting in net proceeds to the Company of $ 445 . These bridge notes mature on December 30, 2026 and January 15, 2027 , respectively, and require aggregate scheduled payments of $ 621 .

The third agreement, entered into on March 31, 2026, with Leviston Resources, LLC ("Leviston"), provided for a senior secured convertible note with a principal amount of $ 3,000 .

The holder funded $ 2,500 ,

reflecting an original issue discount of $ 500 ,

and $ 25 was withheld for legal

fees, resulting in net proceeds to the Company of $ 2,475 .

This note bears interest at 10 %

per annum, matures on July 31, 2026, at which time the outstanding principal and accrued interest are due and payable in cash, unless earlier converted in accordance with its terms. Following an Event of Default (as defined in the Convertible Note), all amounts owing by the Company to the holder shall be increased to an amount equal to 125% of the then outstanding obligations. At any time prior to maturity, the holder may convert all or a portion of the outstanding principal and accrued interest into shares of Class A Common Stock in the manner set forth in the Convertible Note. Subject to adjustment as set forth in the Convertible Note, the conversion price is the lesser of (A) the closing price on March 31, 2026 and (B) 85% of the lowest 8-day VWAP of the Class A Common Stock immediately prior to and including the date of the conversion notice. With respect to the March 31, 2026 financing, the Company entered into a registration rights agreement and a security agreement.

On May 13, 2026, the Company

entered into a First Amendment to the Securities Purchase Agreement and Senior Secured Convertible Note (the "First Amendment") with Leviston Resources, LLC ("Leviston"), amending the Senior Secured Convertible Note originally issued on March 31, 2026 (the "Original Note"). Pursuant to the First Amendment, Leviston advanced an additional $ 833 to the Company, increasing the total funded amount under the Original Note to $ 3,333 . The First Amendment increased the aggregate principal amount of the Original Note, inclusive of a 16.667 % original issue discount, from $ 3,000 to $ 4,000 . Interest on the incremental $ 1,000 of principal created by the First Amendment commenced accruing on May 13, 2026; interest on the original $ 3,000 principal continues to accrue in accordance with the terms of the Original Note as in effect immediately prior to May 13, 2026. The Company intends to use the proceeds for working capital and general corporate purposes.

On May 18, 2026, the Company

satisfied in full the entire $ 4,000 of outstanding principal under the Original Note, together with all accrued interest thereon, through the conversion of such amounts into an aggregate of 2,500,000 shares of Common Stock. Upon such full satisfaction, the Original Note, the Securities Purchase Agreement, dated March 31, 2026, between the Company and Leviston (as amended by the First Amendment), and the Registration Rights Agreement, dated March 31, 2026, between the Company and Leviston, terminated in accordance with their terms.

January 15, 2026, the Company amended an existing loan and security agreement, dated August 13, 2025, pursuant to which the Company was provided with a closed-end commercial loan in the original principal amount of $ 600 . Under the amendment, the Company agreed to cure a prior payment default, make an additional interim payment of $ 33 , and make a principal reduction payment of $ 233 . The amendment also provided for an equity-based settlement of the remaining obligations under the loan, subject to the effectiveness of a registration statement covering shares of the Company's common stock held by or for the benefit of Maximcash Solutions LLC and the Company's timely payment of the required cash amounts. During the six months ended March 31, 2026, the Company settled the remaining outstanding indebtedness under the arrangement. In connection with the settlement, indebtedness of $ 232 , consisting of principal of $ 140 and accrued interest of $ 92 , was settled through the issuance or delivery of 169,375 shares of the Company's Class A Common Stock. Based on the fair value of the shares issued or delivered at the time of settlement of $ 376 , or $ 2.22 per share, the Company recognized a loss on extinguishment of debt of $ 144 , which was recorded in other non-operating (gains) losses, net in the condensed consolidated statements of operations and comprehensive loss.

the three six months ended December March 31, 2025, 2026, the Company also amended two existing agreements for the purchase and sale of future receipts, pursuant to which the Company agreed to sell to the buyers additional future trade receipts totaling $ 1,966 (together with amounts already outstanding under these agreements, the "Future Receipts Purchased Amount") for net proceeds to the Company of $ 806 . Under the agreements, the Company granted the buyers a security interest in all of the Company's present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Company must repay the Future Receipts Purchased Amount in varying weekly installments through July 2026. In December 2024, the Company entered into an agreement for the purchase and sale of future receipts with an unrelated buyer pursuant to which the Company agreed to sell to the buyer certain future trade receipts in the aggregate amount of $ 710 (the "Future Receipts Purchased Amount") for net proceeds to the Company of $ 480 . Under the agreement, the Company granted the buyer a security interest in all of the Company's present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. the six months ended March 31, 2025, the Company entered into a $ 200 note payable with a bank for net proceeds of $ 195 . The note has an eighteen month term and requires weekly payments totaling $ 282 , including finance charges. The note is secured by substantially all of the Company's assets and is guaranteed by an officer and director of the Company.

the six months ended March 31, 2025, the Company entered into two agreements for the purchase and sale of future receipts with unrelated buyers, pursuant to which the Company agreed to sell to the buyer certain future trade receipts in the aggregate amount of $ 2,139 (the "Future Receipts Purchased Amount") for net proceeds to the Company of $ 1,430 . Under the agreements, the Company granted the buyers a security interest in all of the Company's present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Company must repay the Future Receipts Purchased Amount in varying weekly installments through November the six months ended March 31, 2025, the Company and the holders of two notes agreed to settle the outstanding principal and accrued interest, totaling $ 545 , for 63,180 shares of the Company's Class A Common Stock. The Company recognized a loss on the extinguishment of debt of $ 283 , which is included in "Other non-operating (gains) losses, net" in the condensed consolidated statements of operations and comprehensive loss.

the six months ended March 31, 2026 and 2025, the Company made principal payments on notes payable of $ 2,533 and $ 119 , respectively.

As of December March 31, 2025, 2026, notes payable having an aggregate remaining principal balance of $ 4,200 4,752 were outstanding and are included in "Notes payable" and "Notes payable, noncurrent" in the condensed consolidated balance sheet.

Promissory Notes — Related Parties

Company has two outstanding promissory notes with related parties which bear interest at 7 % per annum and are unsecured. One 7 % promissory note, having a principal balance of $ 518 as of March 31, 2026, is payable in monthly payments of varying amounts through September 2026.

The other 7 % promissory note, having a principal balance of $ 1,168 as of March 31, 2026, no longer bears interest; the outstanding principal and previously accrued interest balance is payable in monthly payments of varying amounts through March 2027, with the remaining principal of $ 979 payable on May 15, 2027. The outstanding principal balance of the 7 % promissory notes is included in "Notes payable — related parties, current" and "Notes payable — related parties, noncurrent" in the condensed consolidated balance sheet as of March 31, 2026. During the six months ended March 31, 2026 and 2025, the Company made principal payments of $ 565 and $ 0 , respectively, on the 7 % promissory notes.

Note 9: Commitments and Contingencies 4 changes

The Company previously engaged

Company previously engaged a financial advisor to provide services and the financial advisor has asserted that the Company owes additional funds in excess of amounts previously recognized. The Company disputes the financial advisor's claim. As of the date of these condensed consolidated financial statements, no legal proceeding has been initiated in respect of this matter. The ultimate resolution of this matter may differ from the amount recognized and any such difference could be material to the Company's consolidated results of operations and cash flows. At this time, the Company is unable to reasonably estimate the possible amount or range of additional loss, if any, that it may incur.

March 13, 2026, Ydens Holdings, LLC and related individual plaintiffs filed a lawsuit in Orange County Superior Court against the Company and its subsidiary EMI Solutions, asserting breach of contract and related claims arising from the September 2022 Agreement and Plan of Merger under which the Company acquired EMI Solutions. The plaintiffs seek damages. The Merger Agreement contains a mandatory arbitration provision, and the Company intends to move to compel arbitration and to defend the matter vigorously. The Company is unable to predict final outcome of this matter, but it does not currently believe that it will have a material adverse effect on its results of operation or financial position.

2 unchanged paragraphs

the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with customers, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of March 31, 2026 or September 30, 2025. or 2024.

Note 10: Income Taxes 1 change

Company recorded an income tax benefit provision of $ 24 3 and an income tax benefit of $ 2 5 for the three months ended December March 31, 2026 and 2025, respectively, and 2024, an income tax benefit of $ 21 and $ 7 for the six months ended March 31, 2026 and 2025, respectively. The Company calculated the income tax provision (benefit) using the discrete year-to-date method. The Company's income tax provision (benefit) differs from an amount calculated based on statutory tax rates principally due to the Company recording a valuation allowance against the net operating losses it generated during the periods. The Company establishes a valuation allowance when necessary to reduce the carrying amount of its deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company's ability to realize deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, potential limitations on the Company's ability to carry forward net operating losses, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on these factors, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.

Note 11: Equity 27 changes

the three months ended December 31, 2025, the Company issued 50,295 shares of its Class A Common Stock in settlement of accounts payable and other liabilities of $ 417 .

the three months ended December 31, 2024, the Company sold 52,173 shares of its Class A Common Stock to an unaffiliated investor for net proceeds of $ 600 . Also during the three months ended December 31, 2024, holders of 12,500 shares of the Company's Class B Common Stock elected to convert such shares into the same number of shares of the Company's Class A Common Stock.

Company's amended and restated certificate of incorporation authorizes the issuance of preferred stock, Class A Common Stock and Class B Common Stock. As of December March 31, 2025, 2026, the board of directors had not designated any series of preferred stock, and no shares of preferred stock were issued or outstanding.

the six months ended March 31, 2026, the Company entered into three exchange agreements pursuant to which certain outstanding indebtedness and other amounts owed were exchanged for shares of the Company's Class A Common Stock. Under these agreements, (i) indebtedness of $ 785 was exchanged for 107,571 shares of Class A Common Stock at an exchange price of $ 7.30 per share, (ii) outstanding obligations of $ 1,425 were partially settled through the issuance of shares having an aggregate value of $ 615 , with the remaining balance to be resolved under a separate agreement, and (iii) outstanding amounts owed under a service agreement, including existing and expected invoices or obligations, were exchanged for 15,000 shares of Class A Common Stock. Upon closing, the applicable exchanged obligations were to be cancelled and extinguished in accordance with the terms of the respective agreements.

the six months ended March 31, 2025, the Company sold 52,173 shares of its Class A Common Stock to an unaffiliated investor for net proceeds of $ 600 . The Company also issued 61,059 shares of its Class A Common Stock to certain vendors in settlement of $ 700 of accounts payable.

In connection therewith, the Company recognized a gain of $ 147 . Also during the six months ended March 31, 2025, holders of 12,500 shares of the Company's Class B Common Stock elected to convert such shares into the same number of shares of the Company's Class references to shares, options to purchase common stock, share amounts, per share amounts, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

of Class A Common Stock

January 6, 2026, the Company entered into certain securities purchase agreements with unrelated investors relating to a public offering of 3,000,000 shares of its Class A Common Stock at a price to the public of $ 2.00 per share (the "Offering"). In connection with the Offering, the Company entered into a placement agency agreement, pursuant to which the Company agreed to pay the placement agent a cash placement fee equal to 8.0 % of the aggregate gross proceeds raised in the Offering. Subject to certain conditions, the Company also agreed to reimburse the placement agent up to 1.0 % of the gross proceeds raised in the Offering for non-accountable expenses and up to $ 100 for fees and expenses of legal counsel and other out-of-pocket expenses. The Company 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 the Company from the Offering were approximately $ 5,360 , after deducting placement agent fees and commissions and other estimated offering expenses payable by the Company. As a result of the Offering, the Company issued 220,000 shares of its Class A Common Stock to a lender as make-whole shares, pursuant to the terms of a promissory note.

3 unchanged paragraphs

the six months ended March 31, 2026, the Company sold 191,449 shares of its Class A Common Stock under the ATM Agreement, for net proceeds (after commissions) of $ 1,254 . The amount and timing of future proceeds the Company may receive from the sale of its Class A Common Stock pursuant to the ATM Agreement, if any, will depend on a number of factors, including that the Company is eligible to use the Registration Statement on Form S-3 to sell shares to the Manager, the number of shares the Company may elect to sell, the timing of such sales and the future market price of the Company's Class A Common stock. As of the date of this Form 10-Q, the Company is unable to sell shares pursuant to the ATM Agreement due to restrictions on the use of the Registration Statement on Form S-3.

of March 31, 2026, the number of shares of Class A Common Stock available for issuance under the Company's amended and restated articles of incorporation were as follows:

Schedule of Common Stock Available for Issuance

Authorized number of shares of

Class A Common Stock

Class A Common Stock outstanding

Reserve for conversion

of Class B Common Stock

Reserve for exercise of

common stock warrants

Reserve for Earnout shares

Reserve for RaGE Earnout

Stock options and RSUs

Awards available for grant

under 2023 Equity Incentive Plan

available for grant under 2023 Employee Stock Purchase Plan

Shares of Class A Common

Stock available for issuance

Company has never declared or paid any dividends on any class of its equity securities and does not expect to do so in the near future.

Note 12: Warrants 9 changes

2 unchanged paragraphs

PIPE Common Warrants (July 2024 Private Placement)

Common Warrants (April 2025 Offering)

April 2025, the Company entered into a securities purchase agreement (the "2025 Securities Purchase Agreement") with an institutional accredited investor, pursuant to which it issued 385,000 shares of Class A Common Stock, a pre-funded warrant to purchase up to 102,686 shares of Class A Common Stock and common stock warrants (the "Common Warrants") to purchase up to 487,686 shares of the Company's 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 $ 8.20 , are currently exercisable and will expire on May 30, 2030. The net proceeds to the Company from the April 2025 Offering were $ 3,645 , after payment of the placement agent's fees of $ 355 . During the year ended September 30, 2025, the investor fully exercised the pre-funded warrant for net proceeds to the Company of $ 0 .

Public Warrants and Private Warrants

Liability-Classified

Company evaluated all common stock warrants at the time of issuance and concluded that certain warrants did not meet the derivative scope exception. Specifically, these warrants contained provisions that affected their settlement amounts which are not inputs into the pricing of a fixed-for-fixed option on equity shares. Therefore, these warrants were not considered indexed to the Company's stock and were classified as liabilities. At their respective dates of issuance, the Company recognized a liability for each of the liability-classified warrants in the amount of its estimated fair value using the Black-Scholes option-pricing model. The Company subsequently adjusts the carrying amount of the liability for each warrant to its estimated fair value as of the end of each reporting period (or through the warrants' respective dates of exercise or modification, if earlier).

October 24, 2025, the Company entered into amendments to certain liability-classified warrants to purchase an aggregate of 1,337,549 shares of its 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 480 and ASC 815, 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 the Company uses to estimate the fair value of warrants.

a result of the amendments to the warrants, the Company remeasured the related liabilities to their estimated fair value of $ 6,912 as of the date of the amendments and reclassified this amount from "Liability-classified warrants" to "Additional paid-in capital" in the condensed consolidated balance sheet. As consideration for these amendments, the Company issued the warrant holder an additional warrant to purchase 100,000 shares of Class A Common Stock at a price of $ 10.80 per share. The Company 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 six months ended March 31, 2026.

a result of changes in the fair value of liability-classified warrants outstanding during the periods, for the six months ended March 31, 2026 and 2025, the Company recognized net non-cash losses of $ 428 and net non-cash gains of $ 625 , respectively, which are included in "Change in fair value of warrants" in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026 and September 30, 2025, the related liabilities of $ 375 and $ 6,859 , respectively, are included in "Liability-classified warrants" in the condensed consolidated balance sheets.

Note 13: Stock-Based Compensation 19 changes

Company's 2023 Equity Incentive Plan provides for the issuance of stock options, restricted stock awards, RSUs and other stock-based compensation awards to employees, directors, officers, consultants or others who provide services to the Company. The specific terms of such awards are to be established by the board of directors or a committee thereof. As of December March 31, 2025, 171,192 2026, 94,209 shares of the Company's Class A Common Stock are available for the grant of awards under the 2023 Equity Incentive Plan.

the three six months ended December March 31, 2024, 2025, the Company and a former employee entered into certain agreements wherein the Company agreed to accelerate the vesting of 99,999 common stock warrants and grant the holder an additional 25,000 warrants to purchase shares of its Class A Common Stock. The warrants are immediately exercisable and have an exercise price of $ 0.10 per share. Subsequently, the Company agreed to cancel 45,000 of these common stock warrants and replace them with the same number of fully vested RSUs. As a result of the acceleration of vesting and the grant of the warrants, during the three six months ended December March 31, 2024 2025 the Company recognized additional stock-based compensation expense of $ 6,917 .

summary of activity in the Company's RSUs for the three six months ended December March 31, 2025 2026 is as follows:

2 unchanged paragraphs

Outstanding at December 31, 2025

Outstanding at March 31, 2026

compensation expense related to RSUs was $ 7,796 as of March 31, 2026 and is expected to be recognized over a weighted-average period of 1.6 years.

summary of activity in the Company's RSAs for the six months ended March 31, 2026 is as follows:

of Activity in the Company's RSAs

Outstanding at September 30, 2025

Outstanding at March 31, 2026

compensation expense related to RSAs was $ 1,912 as of March 31, 2026 and is expected to be recognized over a weighted-average period of 1.7 years.

option activity for the six months ended March 31, 2026 is as follows:

Schedule of Stock Option Activity

Outstanding at September 30, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

stock-based compensation expense related to stock options, totaling $ 237 as of March 31, 2026, is expected to be recognized over a weighted-average period of 0.6 months. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of March 31, 2026 was $ 53 and $ 53 , respectively. The total intrinsic value of options exercised during the six months ended March 31, 2026 and 2025 was $ 165 and $ 0 , respectively. The total fair value of options that vested during the six months ended March 31, 2026 and 2025 was $ 224 and $ 342 , respectively. No stock options were granted during the six months ended March 31, 2026 and 2025.

condensed consolidated statements of operations and comprehensive loss include stock-based compensation expense as follows:

Schedule of Consolidated Statements of Operations and Comprehensive Loss 2026 2025 2026 2025 Three months ended March 31, Six months ended March 31, 2026 2025 2026 2025 Cost of revenue – product $ 48 $ 42 $ 84 $ 58 Cost of revenue – services — — Research and development Selling, general and administrative 2,351 3,245 7,345 12,950 Total stock-based compensation expense $ 2,453 $ 3,352 $ 7,592 $ 13,154 F- 16 Note

Note 14: Fair Value Measurements 18 changes

Liability Classified

carrying amounts of the Company's cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of December March 31, 2025 2026 and September 30, 2025 because the notes payable, the 7 % promissory notes - related parties and the notes payable - related parties each mature within one to two years of the respective balance sheet dates.

measured at fair value on a recurring basis as of December March 31, 2025 2026 are as follows:

Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 280 $ 280 Liability-classified warrants — — Total $ — $ — $ 550 655 $ 550 655 The Company classifies the earnout liability and the liability-classified warrants as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the three six months ended December March 31, 2025 2026 or 2024. 2025. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Schedule of Fair Value Measured On Recurring Basis Unobservable Input Reconciliation Three months ended December March 31, 2025: 2026:

1 unchanged paragraph

Balance, December 31, 2025

Three months ended December 31, 2024:

Liability Classified

Reclassification of warrant liabilities to equity

Change in fair value included in net loss

Balance, March 31, 2026

months ended March 31, 2025:

1 unchanged paragraph

Balance, December 31, 2024

Change in fair value included in net loss

Balance, March 31, 2025

1 unchanged paragraph

and 3 more changes in the filing

Note 15: Net Loss Per Share 32 changes

1 unchanged paragraph

and 32 more changes in the filing

Note 16: Concentrations 2 changes

and 2 more changes in the filing

Note 21: Subsequent Events 20 changes

49 unchanged paragraphs

1 unchanged paragraph

37 unchanged paragraphs

1 unchanged paragraph

27 unchanged paragraphs

56 unchanged paragraphs

23 unchanged paragraphs

6 unchanged paragraphs

and 20 more changes in the filing