Mobix Labs: securities offering (amended)

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filed with the Securities and Exchange Commission on June 18, July 9, 2026

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TO COMPLETION, DATED JUNE 18, 2026

TO COMPLETION, DATED JULY 9, 2026

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

are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On July 8, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $2.03 $2.06 per share.

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Forward-looking statements 4 changes

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issuance of shares of our Class A Common Stock to Leviston Resources, LLC ("Leviston") in connection with the conversion of a senior secured promissory note in the principal amount of $2,800,000 (the "June 2026 Promissory Note");

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May 13, 2026, we issued agreed to issue 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 agreed to issue 344,431 shares to Rocket in satisfaction of the remaining debt owed to them in the amount of $779 thousand.

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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.

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May 13, 2026, we entered into an investor rights agreement ("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. On June 22, 2026 we issued the June 2026 Promissory Note with a principal amount of $2.8 million. Additionally, on June 22, 2026, we entered into an amendment to the registration rights agreement entered into on March 31, 2026 with Leviston, pursuant to which we agreed to register the resale of shares underlying the June 2026 Promissory Note.

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Risk factors 4 changes

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ability to issue shares of Class A Common Stock upon conversion of the Series A Preferred Stock, and exercise of the Preferred Warrant, and conversion of the June 2026 Promissory Note 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 Separately, our stockholders. If we do not obtain stockholder approval, the number of ability to issue shares of Class A Common Stock issuable to Leviston 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, June 2026 Promissory Note may be limited to 19.99% of our outstanding Class A Common Stock unless we obtain stockholder approval.

We currently expect to seek such approvals 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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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 Preferred Shares and the June 2026 Promissory Note, including pursuant to the adjustment provisions of the Preferred Shares and the June 2026 Promissory Note.

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Use of proceeds 1 change

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June 17, July 8, 2026, the last closing price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $2.03 $2.06 per share and $0.20 $0.085 per warrant, respectively.

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Dividend policy 7 changes

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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 A Common Stock to Leviston in connection with the conversion of the June 2026 Promissory Note;

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

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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.

June 2026 Promissory

we entered into an amendment to the Investor Rights Agreement, pursuant to which we issued the June 2026 Promissory Note with a principal amount of $2,800 to Leviston.

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March 13, 2026, we issued agreed to issue an aggregate of 206,876 shares of Class A Common Stock to three of our creditors in exchange for satisfaction of our debt owed to such creditors in the aggregate amount of $3,000. Of the 206,876 shares to be issued, 107,571 shares were allocated to Agile.

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May 13, 2026, we issued agreed to issue 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 agreed to issue 344,431 shares to Rocket in satisfaction of the remaining debt owed to them in the amount of $779.

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Note 21: Subsequent Events 9 changes

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2026, we issued agreed to issue 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 thousand. On June 8, 2026 we issued agreed to issue 344,431 shares to Rocket in satisfaction of the remaining debt owed to them in the amount of $779 thousand.

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May 13, 2026, we entered into the Investor Rights Agreement (the "Investor Rights Agreement") that grants Leviston the right, but not the obligation, to acquire, over a seven-month period, additional secured convertible notes of up to $4 million in aggregate principal amount on terms substantially similar to the Promissory Note and secured on a pari passu basis.

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June 22, 2026, we entered into an amendment to the Investor Rights Agreement, pursuant to which we issued an additional senior secured convertible promissory note with a principal amount of $2.8 million in favor of Leviston. Any shares issuable upon conversion of the additional secured convertible note will be effected in reliance upon Section 3(a)(9) of the Securities Act.

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Senior Secured Convertible Promissory Note in favor of Leviston Resources, LLC dated as of June 22, 2026 (incorporated by reference to Exhibit 4.1 of Mobix Labs, Inc.'s Current Report on Form 8-K filed on June 26, 2026).

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Second Amendment to Registration Rights Agreement, by and between Mobix Labs, Inc. and Leviston Resources, LLC, dated as of June 22, 2026 (incorporated by reference to Exhibit 10.1 of Mobix Labs, Inc.'s Current Report on Form 8-K filed on June 26, 2026).

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KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below hereby constitutes and appoints Philip Sansone and Keyvan Samini, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 18, July 9, 2026.

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*Pursuant to power of attorney