Mobix Labs: securities offering

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filed with the Securities and Exchange Commission on July 9, August 28, 2026

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TO COMPLETION, DATED JULY 9, 2026

TO COMPLETION, DATED AUGUST 28, 2026

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

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.

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

Stockholders") Stockholder") of up to 3,744,161 5,000,000 shares of Class A Common Stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock"), consisting of:

A Common Stock"), issuable to an investor upon the conversion of 2,000 (i) 1,000 shares of Series A 10% Convertible Preferred Stock (2) upon the conversion of and (ii) 6,000 shares of Series A 10% Convertible Preferred Stock issuable upon the exercise of a Preferred Stock Purchase Warrant (the "August

2026 Preferred Warrant"). The 1,000 shares of Series A 10% Convertible Preferred Stock issued and the 6,000 shares of Series A

10% Convertible Preferred Stock underlying the August 2026 Preferred Warrant, including any future shares issued as a dividend on the

Series A 10% Convertible Preferred Stock, are hereinafter referred to as the "Preferred Shares".

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

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

will not receive any of the proceeds from the sale by the Selling Stockholder of any of the Offered Securities. We may receive up to

$6,000,000 to the extent the August 2026 Preferred Warrant is exercised. We intend to use any proceeds from the exercise of the August

will not receive any of the proceeds from the sale by the Selling 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 2026 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 Stockholders Stockholder will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

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being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common

offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of June 8, August 24, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, Stockholder, the Offered Securities would represent approximately 25% 22.9% of the outstanding Class A Common

Class A Common Stock as of June 8, August 24, 2026. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain other stockholders may resell a substantial number of our securities pursuant to separate resale prospectuses. The sale of the shares offered hereby together with the sale of these additional securities, or the perception that these sales could occur, could depress the market price of our securities.

Stockholder, certain other stockholders may resell a substantial number of our securities pursuant to separate resale prospectuses.

The sale of the shares offered hereby together with the sale of these additional securities, or the perception that these sales could occur, could depress the market price of our securities.

Selling Stockholders Stockholder may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders Stockholder may sell the securities in the section titled "Plan of Distribution."

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

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are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On July 8, August 27, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $2.06 $1.14 per share.

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Plan of distribution 26 changes

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

prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption "Selling Stockholder," from time to time, of up to an aggregate of 5,000,000 shares of Class A Common Stock. We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class A Common Stock offered hereby by the Selling Stockholder. We may receive up to $6,000,000 to the extent the August 2026 Preferred may also file a prospectus supplement or additional post-effective amendments to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or any additional post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading "Where You Can Find Additional Information."

we, nor the Selling Stockholders, Stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Stockholders Stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates.

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will need to raise additional capital in the future to execute our business plan.

We have entered into a non-binding letter of intent

will need to raise additional capital in the future to execute our business plan to fund our operations and execute our business plan, which may not be available on terms acceptable to us, or at all. Any fundraising involving the sale and issuance of equity securities can substantially dilute existing stockholders.

We have entered into definitive agreements to acquire

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

expansion into new lines of business under our NSM Initiative, including through acquisitions, may not be successful and could strain our financial and management resources.

Our ability to issue shares of Class A Common Stock upon

upon conversion of the Series A 10% Convertible Preferred Stock and exercise of the Preferred Warrant Warrants 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.

terms of our Series A Preferred Stock and outstanding convertible notes impose significant restrictions on our operations and our ability to raise capital.

may be required, under certain circumstances, to redeem or repay the outstanding Series A 10% Convertible Preferred Stock and our outstanding convertible notes for cash, at a premium, and to pay additional penalties and default interest, and such obligations could adversely affect our liquidity and financial condition.

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The Reverse Stock Split Has Led

Split has led to a decrease in the overall market capitalization of the company.

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dual class structure of our Common Stock has the effect of concentrating voting control with the holders of our Class B Common Stock, most of whom are our directors or management.

management has limited experience in operating a public company.

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

anticipate that our stockholders will experience dilution in the future.

are an "emerging growth company" and a "smaller reporting company."

may become subject to securities or class action litigation, which is expensive and could divert management's attention.

The combination of a floating, discounted conversion

price, anti-dilution protection, and a potentially increasing stated value or principal amount could result in the issuance of a significantly greater number of shares of our common stock than currently anticipated, causing substantial and potentially continuing dilution to our stockholders and further depressing the market price of our Class A Common Stock.

are an "emerging growth company" and a "smaller reporting company," and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, our securities could be less attractive to investors.

we do not anticipate paying any cash dividends on our Class A Common Stock in the foreseeable future, As a result, capital appreciation, if any, of the Class A Common Stock will be your sole source of gain for the foreseeable future, if any, gains and you may never receive a return on your investment.

sales of our Class A Common Stock may cause the market price to drop significantly, even if our business is doing well.

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Forward-looking statements 62 changes

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

intent to pursue acquisitions of companies and technologies and the impact of such acquisitions on our business and results of operations;

ability to consummate the pending acquisitions of Vision Aerial, Inc. and Special Project Delivery, Inc. in the expected time frames or at all, and to finance those acquisitions;

beliefs regarding whether the assets and focus areas we have prioritized in furtherance of the National Security Matters ("NSM") Initiative advance U.S. national security, reduce foreign dependency in critical supply chains, respond to announced federal supply-chain, stockpile and defense initiatives, and position us to help strengthen America's defense industrial base and supply-chain resilience;

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intent to pursue acquisitions of companies and technologies and the impact of such acquisitions on our business and results of operations;

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

our assumptions underlying our critical accounting estimates;

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inability to maintain compliance with the Nasdaq listing standards;

inability to maintain compliance with the Nasdaq listing requirements, including the $1.00 minimum bid price requirement and the minimum $35 million market value of listed securities;

the dilutive effect of conversions of the Series A 10%

Convertible Preferred Stock and the Additional Notes, the conversion price of which floats with the trading price of our Class A the inability to meet future capital requirements and risks related to our ability to raise additional capital in the future on attractive terms or at all, as well as the dilutive impact that may have on our stockholders;

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risk that we may not be able to consummate planned strategic acquisitions, including Vision Aerial, Inc. and Special Project Delivery, Inc., or fully realize anticipated benefits from past or future acquisitions or investments;

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in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. In July 2026, our Board of Directors approved the launch of our National Security Matters ("NSM") Initiative, broadening our strategic focus to businesses that advance U.S. national security priorities, including critical resources; defense, aerospace and autonomous systems; energy, water and critical infrastructure; and digital infrastructure and strategic technologies. Consistent with this strategy, in July 2026 we entered into a definitive agreement to acquire Vision Aerial, Inc., a U.S.-based drone manufacturer, and announced our intention to change our corporate name to NSM Labs, Inc. In furtherance of the NSM Initiative, we have also entered into a definitive agreement to acquire Special Project Delivery, Inc., a company focused on U.S. supply chains for rare earth elements and critical minerals – an opportunity we have prioritized around assets that we believe advance U.S. national security, reduce single points of foreign dependency in critical supply chains, and are responsive to the priorities reflected in announced federal supply-chain, stockpile and defense initiatives, including the U.S. Strategic Critical Minerals Reserve ("Project Vault"), financed in part by the Export-Import Bank of the United States, the "Golden Dome" missile defense initiative, and the executive order on "Unleashing American Drone Dominance." We believe these focus areas position us to help strengthen America's defense industrial base and supply-chain resilience. We are not a party to, and have not been awarded any contract or funding under, any of these programs or initiatives, and there can be no assurance that we or any business we acquire will participate in or benefit from them. See "Recent Developments" below.

in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave ("mmWave") 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits ("ICs") targeting the commercial, industrial, and defense and aerospace sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. Our True Xero active optical cables ("AOCs") are designed to meet customer needs for high-quality active optical cable solutions at an affordable price.

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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.

August 21, 2026 and August 24, 2026, all holders of our Class B Common Stock delivered notice requesting that their outstanding balances of Class B Common Stock be converted into Class A Common Stock on a one-for-one basis. Following this conversion, there are no more shares of Class B Common Stock outstanding, and further issuances of Class B Common Stock can only be issued following an amendment to our Charter to allow for future issuances of Class B Common Stock.

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 a Preferred Stock Purchase Warrant to purchase up to an additional 6,000 shares of Series A Preferred Stock at an exercise price of $1,000.00 $1,000 per share Dividends are payable in cash, or at our option, in additional shares of Series A (the "May 2026 Preferred Stock. Warrant", and together with the August 2026 Preferred Warrant, the "Preferred Warrants"). 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, August 28, 2026, we also entered into a amended the registration rights agreement as amended and the securities purchase agreement, each entered into on June 18, May 19, 2026 with Kips, pursuant to which we agreed issue and sell to register the resale of Kips an additional 1,000 shares of Class Series A Common Preferred Stock issuable upon conversion of and the August 2026 Preferred Shares and 294,117 Warrant to purchase 6,000 additional shares of Class Series A Common Preferred 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.

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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");

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

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

2026 Reverse Stock Split

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.

Reverse Stock Split was to help us regain compliance with the $1 minimum bid requirement for continued listing on the Nasdaq Capital Market, which we did, as discussed below. All shares and per share 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. 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 .

2026 Convertible Promissory Note

Investor Rights Agreement

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.

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

An amendment to our Certificate

of Incorporation, as amended, to effect a reclassification and combination of our shares of Class A Common Stock that are issued and outstanding immediately prior to a further reverse stock split at a ratio between 1:2 and 1:20;

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.

3. The issuance of shares of our Class A Common Stock to Kips in connection with the conversion of the Series A Preferred issuance of shares of our Class A Common Stock to Leviston Resources, LLC ("Leviston") in connection with the conversion of senior secured promissory notes in the aggregate principal amount of $5.2 million.

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 are set forth in our proxy materials when filed with the SEC.

board of directors has not provided any assurance that

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.

March 2026 Convertible

On March 31, 2026, we entered

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 The $3 million principal amount of $3 million. the promissory note was payable with interest on July 31, 2026. 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.

Pursuant to the amendment, Leviston advanced an additional $0.8 million 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.

May 13, 2026, we entered into an Investor Rights Agreement ("Investor Rights Agreement") (the "IRA") with Leviston, in connection with the promissory note originally entered into on March 31, 2026 and amended pursuant to the Investor Rights Agreement, amendment described above. Pursuant to the IRA, we granted Leviston the right, but not the obligation, to purchase one or more additional senior secured convertible notes (each, an "Additional Note") 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.

May 18, 2026, we issued to Leviston a senior secured convertible promissory note in the original principal amount of $1.2 million, for gross proceeds to us of approximately $1 million. On June 22, 2026, we issued to Leviston a senior secured convertible promissory note in the original principal amount of $2.8 million, for gross proceeds to us of approximately $2.3 million. The notes mature on September 18, 2026 and October 22, 2026, respectively. Each note was issued as an Additional Note under the IRA. We also amended the registration rights agreement with Leviston relating to the resale registration of shares issuable upon conversion of the notes.

August 28, 2026, we entered into an amendment to the securities purchase agreement entered into on March 31, 2026 with Leviston, pursuant to which we issued an additional senior secured convertible promissory note with a principal amount of $1.2 million in favor of Leviston.

In connection with this promissory note, we entered into a new investor rights agreement on August 28, 2026, which grants Leviston the right to purchase additional notes in an aggregate principal amount of up to $3.6 million.

The Market Offering Agreement

June 26, 2026, we terminated our At The Market Offering Agreement and filed a post-effective amendment to deregister approximately 950,000 shares of Class A Common Stock previously registered for potential sale under the facility.

Vision Aerial Merger

On July 24, 2026, we entered

into the Vision Aerial Merger Agreement providing for our acquisition of Vision Aerial, Inc., a U.S.-based designer and manufacturer of unmanned aerial systems, for consideration consisting of (i) shares of our Class A Common Stock valued at $12 million, based on a 20-trading-day volume-weighted average price subject to a $2.00 floor and $3.00 cap per share, and (ii) $3 million in cash, subject to customary adjustments and holdbacks. The closing is subject to customary closing conditions, and there can be no assurance a transaction will be consummated. See Note 18 to our condensed consolidated financial statements. 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 ".

Special Project Delivery

August 13, 2026, we entered into a definitive merger agreement to acquire Special Project Delivery, Inc. for 4,800,000 shares of our Class A Common Stock. No shares will be issued unless and until our stockholders approve the issuance under Nasdaq Listing Rule 5635, and the closing is subject to that approval and other customary conditions. See Note 18 to our condensed consolidated financial statements.

July 21, 2026, our Board of Directors approved the launch of the NSM Initiative described under "Overview" above, broadening our strategic focus to businesses that advance U.S. national security priorities. The NSM Initiative builds on the acquisitions of Vision Aerial and SPD described above.

Corporate Name Change

July 27, 2026, we announced our intention to change our corporate name to NSM Labs, Inc., reflecting the expansion of our platform across national security markets. The name change is subject to stockholder approval. Until the change becomes effective, we will continue to operate as Mobix Labs, Inc., and our Class A Common Stock will continue to trade on Nasdaq under the symbol "MOBX."

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The offering 5 changes

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).

of Class B Common Stock outstanding

shares (as of June 8, 2026).

of Class A Common Stock offered by the Selling Stockholders Stockholder

to 5,000,000 shares of Class A Common Stock consisting entirely of shares issuable to an investor upon conversion of the of Class A Common Stock outstanding shares (as of August 24, 2026).

Risk factors 30 changes

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For the six nine months ended March 31, June 30, 2026 and 2025, we incurred losses from operations of $14.9 $22.3 million and $22.5 $30.5 million, respectively. As of March 31, June 30, 2026, we had an accumulated deficit of $166.6 $183.4 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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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. Separately, our ability to issue shares of Class A Common Stock to Leviston upon conversion of the June 2026 Promissory Note may be limited to 19.99% of our outstanding Class A Common Stock unless we obtain stockholder approval.

have entered into a non-binding letter of intent definitive agreements to acquire Vision Aerial, Inc. and any Special Project Delivery, Inc. and such acquisition is acquisitions are subject to significant uncertainty and may require additional dilutive financing.

July 24, 2026, we entered into a definitive agreement

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. Additionally, on August 13, 2026, we entered into a definitive merger agreement to acquire Special Project Delivery, Inc. for 4,800,000 shares of our Class A Common Stock. The letter closing of intent and the proposed transaction is transactions are 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 There is no assurance that the proposed acquisitions will be completed. on the terms contemplated, or at all. If we complete the proposed acquisition, acquisitions, 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.

expansion into new lines of business under our NSM Initiative, including through acquisitions, may not be successful and could strain our financial and management resources.

furtherance of our NSM Initiative, we have entered into a definitive agreement to acquire Vision Aerial, Inc. and a definite agreement to acquire Special Project Delivery, Inc., and we expect to pursue additional acquisitions in markets that are new to us, such as unmanned aerial systems and critical minerals. We may fail to complete announced transactions, and any transaction we do complete may not achieve the anticipated benefits. Acquisitions will place substantial demands on our management, may require additional capital that may not be available on acceptable terms or at all, may result in substantial dilution to existing stockholders, and expose us to integration, regulatory and, in certain cases, related-party transaction risks. If we are unable to manage this expansion effectively, our business, financial condition and results of operations could be materially and adversely affected.

ability to issue shares of Class A Common Stock upon conversion of the Series A Preferred Stock, exercise of the Preferred Warrant, Warrants, and conversion of the June 2026 Promissory Note Additional Notes 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 Warrants may be limited to 19.99% of our outstanding Class A Common Stock unless we obtain stockholder approval. Separately, our ability to issue shares of Class A Common Stock to Leviston upon conversion of the Additional Notes 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, Warrants, and therefore the number of shares that may be resold under this prospectus, may be limited.

terms of our Series A Preferred Stock and outstanding convertible notes impose significant restrictions on our operations and our ability to raise capital.

terms of our Series A Preferred Stock and our convertible notes contain a number of restrictive covenants and protective provisions that may impose significant operating and financial restrictions on us while those securities remain outstanding. These restrictions generally cannot be waived without the prior written consent of the applicable holders. Among other things, these instruments restrict our ability to incur senior or other indebtedness, to issue or create securities senior to or on parity with the applicable security, to pay dividends on or repurchase our common stock and other junior securities, to enter into certain affiliate transactions, to change the nature of our business, to amend our charter documents in a manner adverse to the holders, and to consummate mergers, asset sales, and other fundamental transactions. Certain of our convertible notes are further secured by a lien on our assets and rank senior in right of payment to our existing and future indebtedness, which would subordinate other creditors and equity holders and could limit our ability to obtain additional secured financing. As a result of these restrictions, we may be limited in how we conduct our business, unable to finance our operations through additional debt or equity financings, and/or unable to compete effectively or to take advantage of new business opportunities.

addition, both securities require us to apply proceeds from certain future financings and asset sales to repay or redeem the applicable security, in some cases before we may use those proceeds for any other purpose. These mandatory repayment and proceeds-application requirements could further constrain our liquidity and our ability to fund our operations. These protective provisions may also restrict our ability to raise additional capital, restructure our capital stock, pursue strategic transactions, or otherwise respond to changing market conditions in a timely manner. The interests of the holders of the Series A Preferred Stock and the convertible notes may differ from those of holders of our Class A Common Stock, and the exercise of these rights could result in outcomes that are less favorable to Class A Common Stockholders.

may be required, under certain circumstances, to redeem or repay the outstanding Series A Preferred Stock and our outstanding convertible notes for cash, at a premium, and to pay additional penalties and default interest, and such obligations could adversely affect our liquidity and financial condition.

the occurrence of specified triggering events or events of default, each holder of our Series A Preferred Stock and our convertible notes has the right to require us to redeem or repay all or any portion of the applicable security for cash. These events include, among others, a failure to timely deliver shares of common stock upon conversion, a breach of the applicable covenants, a delisting of our common stock, and certain bankruptcy, judgment, and cessation-of-operations events, as well as a change of control or other fundamental transaction in the case of the Series A Preferred Stock. Upon such an event and a holder's election, we may be required to redeem or repay the affected security at a redemption or repayment price that represents a premium to its stated value or outstanding balance or, in the case of the Series A Preferred Stock, if greater, its value on an as-converted basis, together with accrued and unpaid dividends or interest and other amounts then due. In the case of the convertible notes, following an event of default the amounts we owe increase to a specified premium over the outstanding obligations, and default interest accrues on those amounts.

are generally required to pay amounts due upon such an event within a short period after demand, and a failure to make timely payment would result in additional penalties and default interest. These penalty, dividend, interest, and redemption or repayment obligations could significantly impact our liquidity and reduce the amount of our cash flows that are available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to these holders could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. The preferential and security rights described above could also result in divergent interests between these holders and the holders of our common stock.

do not currently have sufficient cash on hand to fund a redemption or repayment of the Series A Preferred Stock and the convertible notes if we are required to do so. If we are required to redeem or repay these securities and are unable to do so, or if we otherwise fail to satisfy our payment obligations, we would incur additional penalties and default interest, the holder of the note could exercise remedies against the assets securing the note, and our liquidity, financial condition, and ability to continue our operations would be materially and adversely affected.

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dual class structure of our Common Stock has the effect of concentrating voting control with the holders of our Class B Common Stock, most of whom are our directors or management; this may limit your ability to influence corporate matters.

Class B Common Stock has ten votes per share and Class A Common Stock has one vote per share. Stockholders who hold shares of Class B Common Stock, including certain of our executive officers and directors and their affiliates, together hold a substantial portion of the voting power of our outstanding capital stock. Because of the ten-to-one voting ratio between the Class B Common Stock and the Class A Common Stock, the holders of Class B Common Stock collectively control a substantial portion of the combined voting power of the Common Stock and therefore may be able to significantly influence matters submitted to our stockholders for approval. This may limit the ability of holders of our Class A Common Stock to influence corporate matters.

by holders of Class B Common Stock will generally result in those shares automatically converting to Class A Common Stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares of Class B Common Stock until the automatic conversion of the outstanding shares of Class B Common Stock into shares of Class A Common Stock on December 21, 2030.

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combination of a floating, discounted conversion price, anti-dilution protection, and a potentially increasing stated value or principal amount could result in the issuance of a significantly greater number of shares of our common stock than currently anticipated, causing substantial and potentially continuing dilution to our stockholders and further depressing the market price of our Class A Common Stock.

conversion price applicable to each of the Series A Preferred Stock and the convertible notes is not fixed but instead floats at a discount to the recent trading price of our Class A Common Stock and is subject to anti-dilution and other adjustments. Because the conversion price is tied to a discount to the market price of our Class A Common Stock, the lower the market price of our Class A Common Stock at the time of conversion, the more shares of common stock a holder will receive upon conversion. The conversion of some or all of the Series A Preferred Stock or the convertible notes into shares of our common stock will dilute the ownership interests of our existing stockholders.

In addition, any sales in the public market of the shares of our Class A Common Stock issuable upon such conversion, and/or any anticipated conversion of these securities into shares of our Class A Common Stock, could adversely affect prevailing market prices of our common stock. Any such conversion may significantly dilute our common stockholders and adversely affect both our net income per share and the market price of our common stock. Although conversion of each of these securities is subject to a beneficial ownership limitation, and conversion of the convertible notes is also subject to an exchange cap and a stockholder approval limitation under applicable listing rules, these limitations restrict the size or timing of conversions but do not limit the aggregate number of shares that may ultimately be issued upon conversion over time.

addition, each of the Series A Preferred Stock and the convertible notes provides that its stated value or outstanding principal amount, as applicable, may automatically increase if the market price of our common stock is below the applicable conversion price, meaning that the amount owed to these holders may grow as our stock price declines. The combination of a floating, discounted conversion price, anti-dilution protection, and a potentially increasing stated value or principal amount could result in the issuance of a significantly greater number of shares of our common stock than currently anticipated, causing substantial and potentially continuing dilution to our stockholders and further depressing the market price of our common stock.

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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, Additional Notes, including pursuant to the adjustment provisions of the Preferred Shares and the June 2026 Promissory Note. Additional Notes.

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of June 8, August 24, 2026, we have warrants outstanding, which are exercisable to purchase an aggregate of 2,608,568 2,598,074 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.

In addition, we may issue up to 11,000 shares of Series A Preferred Stock upon exercise of the Preferred Warrants, 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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for a dual class common stock structure, which provides the holders of Class B Common Stock, most of whom are our management, with the ability to control the outcome of matters requiring stockholder approval, even if they collectively own significantly less than a majority of the shares of Mobix Labs' outstanding Class A Common Stock and Class B Common Stock;

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that so long as any shares of Class B Common Stock remain outstanding, the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding will be entitled to elect three members of the board of directors ("Class B Directors") and for so long as there are three Class B Directors, each class will contain no more than one Class B Director;

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stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; provided that any action to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting and by written consent;

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advance notice requirements for nominations for election to the Board (other than directors elected by the holders of any class or series of capital stock of Mobix Labs pursuant to the Charter, initially being the Class B Directors) or for proposing matters that can be acted upon by stockholders at annual meetings of stockholders (other than matters on which the holders of any class or series of capital stock of Mobix Labs are entitled to vote on as a single class pursuant to the Charter), which could preclude stockholders from bringing matters before annual meetings of stockholders and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the company;

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Use of proceeds 5 changes

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

All of our shares offered by the Selling Stockholders Stockholder pursuant to this prospectus will be sold by the Selling Stockholders Stockholder 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 August 2026 Preferred Warrant is exercised. We intend to use any proceeds from the exercise of the August 2026 Preferred Warrant for working capital and general corporate purposes.

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

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July 8, August 27, 2026, the last closing price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $2.06 $1.14 per share and $0.085 $0.0812 per warrant, respectively.

of June 8, August 24, 2026, there were 14,998,187 16,847,921 shares of Class A Common Stock outstanding held of record by 237 holders, 200,491 shares of Class B Common Stock outstanding held of record by 5 235 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 123 changes

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design, develop and sell components and systems for advanced wireless and wired connectivity, RF, EMI filtering technologies. Our solutions are used in the defense, aerospace, commercial, industrial and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. In July 2026, our wireless Board of Directors approved the launch of our National Security Matters ("NSM") Initiative, broadening our strategic focus to businesses that advance U.S. national security priorities, including critical resources; defense, aerospace and autonomous systems; solutions energy, water and critical infrastructure; and digital infrastructure and strategic technologies. Consistent with this strategy, in July 2026 we entered into a definitive agreement to acquire Vision Aerial, Inc., a U.S.-based drone manufacturer, and announced our intention to change our corporate name to NSM Labs, Inc. In furtherance of the NSM Initiative, we have also entered into a definitive agreement to acquire Special Project Delivery, Inc., a company focused on U.S. supply chains for rare earth elements and critical minerals – an opportunity we have prioritized around assets that we believe advance U.S. national security, reduce single points of foreign dependency in critical supply chains, and are responsive to the priorities reflected in announced federal supply-chain, stockpile and defense initiatives, including the U.S. Strategic Critical Minerals Reserve ("Project Vault"), financed in part by the Export-Import Bank of the United States, the "Golden Dome" missile defense initiative, and the executive order on "Unleashing American Drone Dominance." We believe these focus areas position us to help strengthen America's defense industrial base and supply-chain resilience. We are not a party to, and have not been awarded any contract or funding under, any of these programs or initiatives, and there can be no assurance that we or any business we acquire will participate in or benefit from them. See include products for advanced RF and mmWave 5G communications, mmWave imaging, software defined radio and custom RF ICs targeting the defense, aerospace, commercial and industrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

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May 19, 2026, we entered into a Securities Purchase

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.

August 21, 2026 and August 24, 2026, all holders of our Class B Common Stock delivered notice requesting that their outstanding balances of Class B Common Stock be converted into Class A Common Stock on a one-for-one basis. Following this conversion, there are no more shares of Class B Common Stock outstanding, and further issuances of Class B Common Stock can only be issued following an amendment to our Charter to allow for future issuances of Class B Common Stock.

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 May 2026 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. On August 28, 2026, we amended the May 2026 Registration Rights Agreement and the May 2026 Purchase Agreement to issue and sell to Kips an additional 1,000 shares of Series A Preferred Stock and the August 2026 Preferred Warrant to purchase 6,000 additional shares of Series A Preferred Stock. We are registering the resale of the shares of Class A Common Stock pursuant to this prospectus to comply with the amended May 2026 Registration Rights Agreement.

Vision Aerial Merger Agreement

On July 24, 2026, we entered into the Vision Aerial Merger Agreement providing for our acquisition of Vision Aerial, Inc., a U.S.-based designer and manufacturer of unmanned aerial systems, for consideration consisting of (i) shares of our Class A Common Stock valued at $12,000, based on a 20-trading-day volume-weighted average price subject to a $2.00 floor and $3.00 cap per share, and (ii) $3,000 in cash, subject to customary adjustments and holdbacks. The closing is subject to customary closing conditions, and there can be no assurance a transaction will be consummated. See Note 18 to our condensed consolidated financial statements.

Project Delivery Merger Agreement

August 13, 2026, we entered into a definitive merger agreement to acquire Special Project Delivery, Inc. for 4,800,000 shares of our Class A Common Stock. No shares will be issued unless and until our stockholders approve the issuance under Nasdaq Listing Rule 5635, and the closing is subject to that approval and other customary conditions. See Note 18 to our condensed consolidated financial statements.

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

2026 Reverse Stock Split

March 23, 2026, our stockholders approved a proposal authorizing the Board to effect the Reverse Stock Split of our outstanding Class A Common Stock and Class B Common Stock at a ratio within a range of one-for-ten to one-for-fifty. Stockholders also granted the Board sole discretion to determine the specific ratio within that range and the timing of the reverse stock split. The Reverse Stock Split became effective after market close on April 6, 2026, at a ratio of 1-for-10. Unless otherwise stated, all share and per share figures (including Legacy Mobix common stock figures, as Legacy Mobix shares were converted to Class A Common Stock shares) in this prospectus have been adjusted to reflect the Reverse Stock Split at the 1-for-10 ratio. Per share prices may be affected by rounding as a result of 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.

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

amendment to our Certificate of Incorporation, as amended, to effect a reclassification and combination of our shares of Class A Common Stock that are issued and outstanding immediately prior to the reverse stock split at a ratio between 1:2 and 1:20;

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.

issuance of shares of our Class A Common Stock to Kips in connection with our previously disclosed the conversion of the Series A Preferred Stock; and issuance of shares of our Class A Common Stock to Leviston Resources, LLC ("Leviston") in connection with the conversion of the June 2026 senior secured promissory Note; notes in the aggregate principal amount of $5,200,000.

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 are 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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Investor Rights Agreement

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.

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 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.

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

May 13, 2026, we 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 agreed to issue 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 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 net proceeds to us from the January 2026 Offering were approximately $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.

On May 13, 2026, we entered

entered into an investor rights agreement the IRA with Leviston. Pursuant to the Investor Rights Agreement, IRA, 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.

On May 18, 2026, we issued

to Leviston the May 2026 Additional Note in the original principal amount of $1,200, for gross proceeds to us of approximately $1,000.

On June 22, 2026, we issued to Leviston the June 2026 Additional Note in the original principal amount of $2,800, for gross proceeds to us of approximately $2,300. The notes mature on September 18, 2026 and October 22, 2026, respectively. Each note was issued as an Additional Note under the IRA. We also amended the registration rights agreement with Leviston relating to the resale registration of shares issuable upon conversion of the notes.

On August 28, 2026, we entered

into an amendment to the securities purchase agreement entered into on March 31, 2026 with Leviston, pursuant to which we issued an additional senior secured convertible promissory note with a principal amount of $1,200 in favor of Leviston. In connection with this promissory note, we entered into a new investor rights agreement on August 28, 2026, which grants Leviston the right to purchase additional notes in an aggregate principal amount of up to $3,600.

August 13, 2026, an unrelated investor converted $150 of outstanding principal and accrued interest into 126,957 shares of Class A Common Stock at a conversion price of $1.18 per share.

At The Market Offering Agreement

we terminated our At The Market Offering Agreement and filed a post-effective amendment to deregister approximately 950,000 shares of Class A Common Stock previously registered for potential sale under the facility.

Security Matters Initiative

July 21, 2026, our Board of Directors approved the launch of the NSM Initiative described under "Overview" above, broadening our strategic focus to businesses that advance U.S. national security priorities. The NSM Initiative builds on the acquisitions of Vision Aerial and SPD described above.

On July 27, 2026, we announced our intention to change

our corporate name to NSM Labs, Inc., reflecting the expansion of our platform across national security markets. The name change is subject to stockholder approval. Until the change becomes effective, we will continue to operate as Mobix Labs, Inc., and our Class A Common Stock will continue to trade on Nasdaq under the symbol "MOBX."

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of the Three Months Ended March 31, June 30, 2026 and 2025

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Three months ended June 30,

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Impairment of long-lived assets

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Other non-operating losses, net

Loss before income taxes

Income tax provision (benefit)

Net loss and comprehensive loss

of the Six Months Ended March 31, 2026 and 2025

(dollars in thousands)

Financing costs expensed

Change in fair value of notes payable

Loss on extinguishment of notes payable

Loss on issuance of preferred shares and liability-classified warrants 3,707 — 3,707 100 % Other non-operating losses, net 2,810 % Loss before income taxes (16,792 ) (8,274 ) (8,518 ) 103 % Income tax provision (benefit) (2 ) (250 )% Net loss and comprehensive loss $ (16,795 ) $ (8,272 ) $ (8,523 ) 103 % Comparison of the Nine Months Ended June 30, 2026 and 2025 (dollars in thousands) Nine months ended June 30, Change 2026 2025 $ % Net revenue:

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Impairment of long-lived assets

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Other non-operating gains (losses), net

Loss before income taxes

Net loss and comprehensive loss

Financing costs expensed

Change in fair value of notes payable

Loss on extinguishment of notes payable

Loss on issuance of preferred shares and liability-classified warrants 3,707 — 3,707 100 % Other non-operating gains (losses), net (1,036 ) (165 ) (871 ) 528 % Loss before income taxes (32,791 ) (30,411 ) (2,380 ) 8 % Income tax benefit (18 ) (9 ) (9 ) 100 % Net loss and comprehensive loss $ (32,773 ) $ (30,402 ) $ (2,371 ) 8 % Net Revenue We 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 six nine months ended March 31, June 30, 2026 and 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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$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 $301 for the three months ended March 31, 2026 compared to $1,054 for the three months ended March 31, 2025, a decrease of $753 or 71%. 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.

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.

revenue was $529 for the three months ended June 30, 2026 compared to $1,503 for the three months ended June 30, 2025, a decrease of $974 or 65%. The change is principally driven by a drop in sales of our filtered connectors products.

the nine months ended June 30, 2026, product revenue was $2,533 compared to $4,911 for the nine months ended June 30, 2025, a decrease of $2,378 or 48%. The change reflects a delay in shipments of our radar and imaging sensor products, which began to resume near the end of the three months ended June 30, 2026.

revenue was $260 for the three months ended June 30, 2026 compared to $847 for the three months ended June 30, 2025, a decrease of $587 or 69%. The decrease is primarily attributable to reduced project activity with a customer that began to slow in advance of the customer's April 2026 announcement that it intends to contribute the division with which we principally engage to a newly formed joint venture expected to close in the third quarter of calendar year 2026; we anticipate project activity will begin to recover within approximately three to six months following the closing, although there can be no assurance regarding the timing or completion of the transaction or that activity with the successor entity will resume at historical levels.

the nine months ended June 30, 2026, services revenue was $1,101 compared to $3,119 for the nine months ended June 30, 2025, a decrease of $2,018 or 65%. The decrease is primarily attributable to the same reduction in project activity with the customer described above, which affected a larger portion of the current nine-month period as project activity began to slow in advance of the customer's April 2026 announcement. The decrease also reflects performance under a relatively large service contract with this customer during the nine months ended June 30, 2025, which elevated services revenue in the prior-year period and did not recur in the current-year period.

2 unchanged paragraphs

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%.

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%.

of product revenue was $456 $528 for the three months ended March 31, June 30, 2026 compared to $1,067 $655 for the three months ended March 31, June 30, 2025, a decrease of $611 $127 or 57%. 19%. The change principally reflects the lower shipments of our wireless systems solutions products noted above.

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

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59 unchanged paragraphs

1 unchanged paragraph

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29 unchanged paragraphs

and 43 more changes in the filing

Business 2 changes

in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies. Our solutions are used in the defense, aerospace, commercial, industrial and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. In July 2026, our Board of Directors approved the launch of our National Security Matters ("NSM") Initiative, broadening our strategic focus to businesses that advance U.S. national security priorities, including critical resources; defense, aerospace and autonomous systems; energy, water and critical infrastructure; and digital infrastructure and strategic technologies. Consistent with this strategy, in July 2026 we entered into a definitive agreement to acquire Vision Aerial, Inc., a U.S.-based drone manufacturer, and announced our intention to change our corporate name to NSM Labs, Inc. In furtherance of the NSM Initiative, we have also entered into a definitive agreement to acquire Special Project Delivery, Inc., a company focused on U.S. supply chains for rare earth elements and critical minerals – an opportunity we have prioritized around assets that we believe advance U.S. national security, reduce single points of foreign dependency in critical supply chains, and are responsive to the priorities reflected in announced federal supply-chain, stockpile and defense initiatives, including the U.S. Strategic Critical Minerals Reserve ("Project Vault"), financed in part by the Export-Import Bank of the United States, the "Golden Dome" missile defense initiative, and the executive order on "Unleashing American Drone Dominance." We believe these focus areas position us to help strengthen America's defense industrial base and supply-chain resilience. We are not a party to, and have not been awarded any contract or funding under, any of these programs or initiatives, and there can be no assurance that we or any business we acquire will participate in or benefit from them.

in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency ("RF"), switching and electromagnetic interference ("EMI") filtering technologies. Our solutions are used in the defense, aerospace, commercial, industrial and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave ("mmWave") communications, mmWave imaging, software defined radio and custom RF integrated circuits ("ICs") targeting the defense, aerospace, commercial and industrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

60 unchanged paragraphs

Legal proceedings 1 change

2 unchanged paragraphs

March 13, 2026, Ydens Holdings, LLC and related individual plaintiffs filed a lawsuit in Orange County Superior Court against us the Company and our its subsidiary EMI Solutions, asserting breach of contract and related claims arising from the September 2022 Agreement and Plan of Merger under which we the Company acquired EMI Solutions. The plaintiffs seek damages. The Merger Agreement contains a mandatory arbitration provision, and we intend to move the Company moved to compel arbitration. The parties thereafter stipulated to arbitrate the claims and the claims will now proceed in arbitration. The Company is unable to defend predict the final outcome of this matter, vigorously. We are but it does not currently believe that it will have a material adverse effect on its results of operations or financial position. Additionally, on March 10, 2026, Robert Ydens ("Ydens") filed a lawsuit against EMI Solutions, LLC, the Company, Phil Sansone, and Keyvan Samini in Orange County Superior Court, asserting claims for violation of the California Labor Code for failure to pay an alleged retention bonus, failure to pay alleged accrued vacation, breach of his at-will employment agreement, failure to pay final wages, and waiting time penalties. Defendants have filed a Petition to Compel Arbitration, seeking to enforce the mandatory arbitration provision contained in Ydens' employment agreement, which requires all disputes arising out of or relating to his employment to be resolved through final and binding arbitration before JAMS. The Company is unable to predict the final outcome of this matter, but we do it does not currently believe that it will have a material adverse effect on our its results of operation operations or financial position.

1 unchanged paragraph

Management 6 changes

16 unchanged paragraphs

are no family relationships among any of the executive officers or directors of the Board.

March 23, 2026, David Aldrich, Frederick Goerner and Keyvan Samini were elected to serve as Class II directors with a term expiring at the Company's 2029 annual meeting of stockholders.

On March 3, 2025, Fabrizio Battaglia, Kurt Busch and William Carpou were elected to serve as Class I directors with a term expiring at the Company's 2028 annual meeting of stockholders. On December 18, 2023, (i) David Aldrich, Frederick Goerner and Keyvan Samini were elected to serve as Class II directors with a term expiring at the Company's 2026 annual meeting of stockholders and (ii) Dr. Jiong Ma and James Peterson were elected to serve as Class III directors with a term expiring at the Company's 2027 annual meeting of stockholders. On January 22, 2024, we and Dr. Ma entered into a Resignation and Release Agreement, pursuant to which Dr. Ma resigned from the Board as a director, effective January 22, 2024. We appointed Mr. Michael Long to serve as a Class III director of the Board for a term expiring at the 2027 annual meeting of stockholders. On July 25, 2025, Fabrizio Battaglia stepped down from his role as Director, and Philip Sansone was appointed to serve as a Director.

As a result of the conversion

of the Class B Common Stock, the term of the directors elected by the holders of the Class B Common Stock (Mr. Goerner, Mr. Samini and Mr. Peterson) terminated and the authorized number of directors automatically decreased from eight to five. On August 24, 2026, the Board increased the size of the Board back to eight members and reappointed Mr. Goerner, Mr. Samini and Mr. Peterson to the Board in the same classes to which each person previously served and reappointed Mr. Goerner to the Audit Committee and Mr. Peterson as Executive are no family relationships among any of the executive officers or directors of the Board.

76 unchanged paragraphs

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

40 unchanged paragraphs

Description of the securities 20 changes

3 unchanged paragraphs

of June 8, August 24, 2026, there were 14,998,187 16,847,921 shares of Class A Common Stock outstanding 200,491 and no shares of Class B Common Stock outstanding. As of the date of this prospectus, there were 2,000 1,000 shares of Series A Preferred Stock outstanding.

All of the shares of Class B Common Stock were converted into Class A Common Stock in August 2026, and no additional shares of Class B Common Stock can be issued under our Charter.

of Class A Common Stock and holders of Class B Common Stock vote together as a single class on all matters submitted to a vote of the stockholders except as otherwise required by applicable law or the rules or regulations of any stock exchange applicable to Mobix Labs or by or pursuant to the Charter. Holders of Class A Common Stock are entitled to one (1) vote for each share of Class A Common Stock held of record by such holder on all matters to be voted on by stockholders except as otherwise required by applicable law or the rules or regulations of any stock exchange applicable to Mobix Labs or by or pursuant to the Charter. Holders of Class B Common Stock are entitled to ten (10) votes for each share of Class B Common Stock held of record by such holder on all matters to be voted on by stockholders except as otherwise required by applicable law or the rules or regulations of any stock exchange applicable to Mobix Labs or by or pursuant to the Charter.

1 unchanged paragraph

outstanding share of Class B Common Stock may, at the option of the holder thereof at any time upon written notice to Mobix Labs, be converted into one (1) fully-paid and non-assessable share of Class A Common Stock. Each outstanding share of Class B Common Stock will be automatically, without further action by the holder thereof, converted into one (1) fully-paid and non-assessable share of Class A Common Stock upon the transfer of such share of Class B Common Stock other than to a "permitted transferee" or (b) at 5:00 p.m. New York City time on the first trading day (on the primary stock exchange on which Mobix Labs shares are then listed) after the seventh anniversary date of the Closing Date. "Permitted Transferees" for this purpose means (1) the other holders of Class B Common Stock immediately following the Closing, (2) their immediate family members, (3) entities controlled directly or indirectly by them or their immediate family members, and (4) individual retirement accounts for their exclusive benefit or the benefit of their immediate family members or any trust forming part of the a stock bonus, pension or profit-sharing plan for the exclusive benefit of the employer's employees or their beneficiaries under Section 401 of the Code in which they or their immediate family members are participants, subject to them or their immediate family members having sole decision making authority as to the Class B Common Stock in such account or trust, including as to the voting of such Class B Common Stock.

to applicable law and the rights, if any, of any holders of any outstanding series of Preferred Stock, holders of Common Stock are entitled to receive dividends or distributions when, as and if declared by the Board in its discretion, payable either in cash, in property or in shares of capital stock. Generally, the holders of Common Stock share in such dividends or distributions ratably in proportion to the number of shares held by them; except that if a dividend or distribution is proposed to be declared and paid or set apart for payment to the holders of Class A Common Stock in shares of Class A Common Stock or rights to acquire shares of Class A Common Stock, or to the holders of Class B Common Stock shares of Class B Common Stock or rights to acquire Class B Common Stock, a dividend or distribution of an equal number of shares of Class B Common Stock or rights to acquires Class B Common Stock shall be declared and paid or set apart for payment to the holders of Class B Common Stock or a dividend or distribution of an equal number of shares of Class A Common Stock or rights to acquire shares of Class A Common Stock shall be declared and paid or set apart for payment to the holders of Class A Common to applicable law and the rights, if any, of any holders of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up, the holders of outstanding shares of Common Stock are entitled to receive pro rata Mobix Labs' remaining assets available for distribution, ratably in proportion to the number of shares of Common Stock held by them.

of Class A Common Stock will not be entitled to preemptive rights, and Class A Common Stock is not subject to redemption or sinking fund provisions.

Charter and the Bylaws provide, except for those directors, if any, elected by the holders of any series of Preferred Stock then outstanding pursuant to the Charter, establish a classified board of directors that is divided into three (3) classes designated as Class I, Class II and Class III, as nearly equal in number as possible, with staggered three-year terms. and with each class containing (for so long as there are three Class B Directors then in office) not more than one Class B Director. Only the directors in one class are elected at each annual meeting of Mobix Labs' stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms. For so long as any shares of Class B Common Stock remain outstanding, the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding voting as a separate class are entitled to (i) elect three Class B Directors, (ii) remove from office any Class B Director, and (iii) fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director.

2 unchanged paragraphs

of the date of this prospectus, 2026, there are 2,000 shares of Series A Preferred Stock outstanding.

1 unchanged paragraph

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, $2.4 million, and (ii) the May 2026 Preferred Warrant to purchase up to an additional 6,000 Preferred Shares at an exercise price of $1,000 per share. On August 28, 2026, we amended the May 2026 Registration Rights Agreement and the May 2026 Purchase Agreement to issue and sell to Kips an additional 1,000 shares of Series A Preferred Stock and the August 2026 Preferred Warrant to purchase 6,000 additional shares of Series A Preferred Stock. The COD provides that 20,000 shares have been designated as Preferred Shares, subject to increase as set forth in the COD.

8 unchanged paragraphs

of June 8, August 24, 2026 there were 6,000,000 Public Warrants and 3,000,000 Private Warrants outstanding.

2 unchanged paragraphs

registered the shares of Class A Common Stock issuable upon exercise of the Public Warrants in the registration statement relating to the Merger. However, because the Public Warrants will be exercisable until their expiration date of December 21, 2028, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of an initial business combination, we will use our best efforts to file with the SEC a registration statement registering, under the Securities Act, the issuance of the shares of Class A Common Stock issuable upon exercise of the Public Warrants. and the registration statement of which this prospectus is a part is intended to satisfy this requirement. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. If any such registration statement has not been declared effective by the 60 th business day following the closing of the Merger, holders of the Public Warrants will have the right, during the period beginning on the 61 st business day after the Closing and ending upon such registration statement being declared effective by the SEC, and during any other period when we fail to have maintained an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants, to exercise such warrants on a "cashless basis," by exchanging the Public Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption). Notwithstanding the above, if the shares of Class A Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act (or any successor rule), we may, at our option, require holders of Public Warrants who exercise their Public Warrants to exercise such Public Warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) and (i) in the event we so elect, we will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Public Warrants or (ii) if we do not so elect, we agree to use our best efforts to register or qualify for sale the shares of Class A Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

6 unchanged paragraphs

have established the penultimate item of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. Any such exercise would not be done on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised. However, the price of the Ordinary Share may fall below the $90.60 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading "— Anti-dilution Adjustments " below) as well as the $90.60 $57.90 (for whole shares) warrant exercise price after the redemption notice is issued. As of the date of this prospectus, the trading price of the shares of Class A Common Stock on Nasdaq has not achieved the $90.60 threshold that would allow us to redeem the Public Warrants.

27 unchanged paragraphs

Stock Purchase Warrant Warrants

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 May 2026 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 May 2026 Preferred Warrant is exercisable beginning May 19, 2026 and expires no later than twelve months thereafter. On August 28, 2026, we entered into an amendment to the May 2026 Purchase Agreement, pursuant to which we agreed to sell to Kips (i) 1,000 additional shares of Series A Preferred Stock and (ii) the August 2026 Preferred Warrant to purchase 6,000 additional shares of Series A Preferred Stock.

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

3 unchanged paragraphs

Charter and the Bylaws provide that, except for those directors, if any, elected by the holders of any series of Preferred Stock then outstanding pursuant to the Charter, the Board will be divided into three (3) classes of directors, designated as Class I, Class II and Class III, with the classes to be as nearly equal in number as possible, and with each class being elected to a staggered three-year term. and with each class containing (for so long as there are three Class B Directors then in office) not more than one Class B Director.

As a result, approximately one-third of the Board will be elected each year. The classification of directors will have the effect of making it more difficult and time-consuming for stockholders to change the composition of the Board. The holders of the Class B Common Stock, voting as a separate class, are entitled to elect up to three members of the Board at any given time.

2 unchanged paragraphs

Charter provides that, except as otherwise provided by or pursuant to the Charter (including, without limitation, as to the holders of Class B Common Stock, consenting separately as a single class), Mobix Labs' stockholders may not take action by written consent, but may only take action at annual or special meetings of stockholders. Any action to be taken at any meeting of the holders of shares of Class B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, is signed by the holders of shares of Class B Common Stock then outstanding having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock then outstanding were present and voted and is delivered to Mobix Labs in accordance with the DGCL.

Charter provides that, except as otherwise provided by or pursuant to the Charter, Mobix Labs' stockholders may not take action by written consent, but may only take action at annual or special meetings of stockholders.

7 unchanged paragraphs

addition, for so long as any shares of Class B Common Stock remain outstanding, only the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding, voting or consenting as a single class, will be entitled to remove from office any Class B Director and fill any vacancy of any Class B Director.

30 unchanged paragraphs

Principal stockholders 8 changes

following table sets forth information known to us regarding the beneficial ownership of shares of Class A Common Stock and Class B Common each person who is the beneficial owner of more than 5% of issued and outstanding shares of Class A Common Stock and Class B Common Stock; by:

person who is the beneficial owner of more than 5% of issued and outstanding shares of Class A Common Stock;

2 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 June 8, August 24, 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.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock and Class B Common Stock beneficially owned by them.

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 14,998,187 16,847,921 shares of Class A Common Stock and outstanding as of August 24, 2026. Share amounts in the table reflect the conversion of all 200,491 outstanding shares of Class B Common Stock respectively, outstanding as of June 8, 2026. into Class A Common Stock.

1 unchanged paragraph

Number of Shares of Mobix Labs Class B Common Stock

% of Total Voting Power

Number of Shares of Mobix Labs Class A Common Stock (1)

Related-party transactions 1 change

10 unchanged paragraphs

December 2, 2024, a subsidiary of Mobix borrowed $200,000 from an unrelated finance company, which loan is guaranteed by Keyvan Samini, the President, Chief Financial Officer and a director of Mobix Labs. The loan matures matured in June 2026.

21 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- 22 25 Consolidated Statements of Operations and Comprehensive Loss for the years ended September 30, 2025 and 2024 F- 23 26 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the years ended September 30, 2025 and 2024 F- 24 27 Consolidated Statements of Cash Flows for the years ended September 30, 2025 and 2024 F- 25 28

Notes to the financial statements 85 changes

3 unchanged paragraphs

Prepaid expenses and other current assets

4 unchanged paragraphs

LIABILITIES AND STOCKHOLDERS'

LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

Accrued expenses and other current liabilities

2 unchanged paragraphs

Notes payable – related parties, current

Notes payable, current

Notes payable – measured at fair value, current

Operating lease liabilities, current

1 unchanged paragraph

Notes payable, noncurrent

1 unchanged paragraph

Notes payable, noncurrent

5 unchanged paragraphs

Stockholders' equity

Class A Common Preferred Stock, $ 0.00001

par value, of which 20,000

shares have been designated as Series A 10% Convertible Preferred Stock; 2,000 and no shares issued and outstanding at June 30, 2026 and September 30, 2025, respectively 1,975 — Stockholders' equity (deficit) Class A Common Stock, $ 0.00001 par value, 285,000,000 shares authorized; 10,355,525 15,001,187 and 5,883,842 shares issued and outstanding at March 31, June 30, 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 March 31, June 30, 2026 and September 30, 2025 — — Common stock, value — — Additional paid-in capital 175,411 189,609 150,252 Accumulated deficit ( 166,566 183,361 ) ( 150,588 ) Total stockholders' equity (deficit) 8,845 6,248 ( 336 ) Total liabilities, preferred stock and stockholders' equity (deficit) $ 34,854 34,934 $ 37,113 See accompanying notes to condensed consolidated financial statements.

2 unchanged paragraphs

months ended June 30,

months ended June 30,

9 unchanged paragraphs

Financing costs expensed

Other non-operating (gains) losses, net

Loss before income taxes

Income tax provision (benefit)

Net loss and comprehensive loss

Deemed dividend from warrant price adjustment

Net loss available to common stockholders

Net loss per share of Class A and Class B Common

Change in fair value of notes payable

Loss on issuance of preferred shares and liability-classified warrants 3,707 — 3,707 — Financing costs expensed Loss on extinguishment of notes payable 3,791 4,218 Other non-operating (gains) losses, net ( 1,036 ) ( 165 ) Loss before income taxes ( 16,792 ) ( 8,274 ) ( 32,791 ) ( 30,411 ) Income tax provision (benefit) ( 2 ) ( 18 ) ( 9 ) Net loss and comprehensive loss $ ( 16,795 ) $ ( 8,272 ) $ ( 32,773 ) $ ( 30,402 ) Deemed dividend from warrant price adjustment Net loss available to common stockholders Net loss per share of Class A and Class B Common Stock:

2 unchanged paragraphs

CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND

4 unchanged paragraphs

Issuance of common stock upon on vesting of RSUs

Issuance of common stock upon on exercise of stock options

1 unchanged paragraph

Issuance of warrants in consideration for modification

3 unchanged paragraphs

Issuance of common stock in connection with debt

1 unchanged paragraph

Issuance of common stock in connection with public offering

Issuance of common stock upon on vesting of RSUs

1 unchanged paragraph

Balance at March 31, 2026

Issuance of common stock on vesting of RSUs

Issuance of common stock for amendment of RaGE earnout

Issuance of Common Stock for services

Issuance of common stock in settlement of liabilities

Issuance of preferred stock

Issuance of extension shares in consideration for modification

Stock-based compensation

Balance at June 30, 2026

Balance at September 30, 2024

1 unchanged paragraph

Conversion of Class B Common Stock to Class

Conversion of notes payable Stock to Class A Common Stock

Conversion of notes payable

to Class A Common Stock

Issuance of common stock upon vesting of RSUs

2 unchanged paragraphs

Issuance of common stock in settlement of liabilities

settlement of liabilities

Issuance of common stock for RaGE earnout

amendment of RaGE earnout

Issuance of common stock upon vesting of RSUs on

Issuance of common stock upon exercise of warrants

exercise of warrants

1 unchanged paragraph

Balance at March 31, 2025

Issuance of Class A common

stock and warrants in private placement

Issuance of Class A common

stock in settlement of liabilities

Issuance of Class A common

stock for RaGE earnout

Issuance of restricted stock

Issuance of common stock upon

Issuance of common stock upon

exercise of warrants

Stock-based compensation

3 unchanged paragraphs

months ended June 30,

1 unchanged paragraph

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 Issuance of warrants to placement agent — Issuance of common stock for amendment of RaGE earnout 1,121 — Change in fair value of earnout liability ( 960 ) ( 280 490 ) Change in fair value of warrants ( 625 1,237 ) Change in fair value of PIPE make-whole liability Merger-related transaction costs expensed Private placement costs expensed Non-cash expense for Change in fair value of notes payable — Loss on extinguishment of notes payable 4,218 Loss on issuance of preferred shares and liability-classified warrants issued 3,707 — Noncash private placement costs expensed — Noncash financing costs expensed Stock-based compensation 7,592 13,154 9,941 20,256 Deferred income taxes ( 28 22 ) ( 13 15 ) Loss on disposal of assets — Other non-cash items ( 370 389 ) ( 508 ) 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

Issuance of Class A Common Stock for RaGE earnout

Class A Common Stock issued for RaGE earnout

Unpaid Merger-related transaction costs

and 5 more changes in the filing

Note 1: Company Information 15 changes

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 In July 2026, our Board of Directors approved the symbols "MOBX" and "MOBXW," respectively. launch of our NSM Initiative, broadening our strategic focus to businesses that advance U.S. national security priorities, including critical resources;

defense, aerospace and autonomous systems; energy, water and critical infrastructure; and digital infrastructure and strategic 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 22,278 for the six nine months ended March 31, June 30, 2026 and incurred losses from operations of $ 37,693 and $ 46,395 for the years ended September 30, 2025 and 2024, respectively.

Additionally, the Company had negative cash flows from operations of $ 9,017 14,719 for the six nine months ended March 31, June 30, 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, June 30, 2026, the Company had cash on hand of $ 2,563 2,142 and an accumulated deficit of $ 166,566 183,361 .

4 unchanged paragraphs

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, June 30, 2026 and its condensed consolidated results of operations and cash flows for the periods ended March 31, June 30, 2026 and 2025. The condensed consolidated results of operations for the three months and six nine months ended March 31, June 30, 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.

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of liabilities carried at fair value, including the earnout liability, and liability-classified warrants, bifurcated derivatives, and certain debt instruments; 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 nine months ended March 31, June 30, 2026, aside from those outlined below.

Financial Instruments

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, as applicable, with the assistance of valuation specialists. Derivative instruments accounted for as liabilities are valued at inception and subsequent valuation dates for each reporting period the derivative instrument remains outstanding.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at each reporting period.

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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.

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 not recognize any impairment losses for the six three and nine months ended March June 30, 2026. The Company recognized impairment losses of $ 725 for the three months and nine months ended June 30, 2025. See 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 three and nine months ended June 30, 2026 and 2025. There were no changes in the carrying amount of goodwill during the three and nine months ended June 30, 2026 and 2025.

Note 3: Inventory 1 change

1 unchanged paragraph

Schedule of Inventory

Note 6: Accrued Expenses and Other Current Liabilities 1 change

1 unchanged paragraph

Schedule of Accrued Expenses and Other Current Liabilities

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Note 7: Debt 64 changes

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 .

Debt consists of the following:

7% promissory notes – related parties

Less: Amounts classified as current

measured at fair value consists of the following:

of Measured at Fair Value

Notes payable – measured at fair value

Total debt measured at fair value

Less: Amounts classified as current

March 13, 2026, the Company entered into three an exchange agreements agreement 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) this agreement, outstanding obligations of $1,425 $ 1,425 were partially settled through the issuance of shares having an aggregate value of $615, $ 615 , with the remaining balance of $ 810 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.

June 5, 2026, the Company entered into a final exchange agreement pursuant to which certain outstanding indebtedness and other amounts owed were exchanged for shares of the Company's Class A Common Stock. Under the agreement, the remaining balance of $ 810 was settled through the issuance of shares having an aggregate value equal to the remaining outstanding obligation. Upon closing, the applicable exchanged obligations were to be cancelled and extinguished in accordance with the terms of the respective agreements. In connection with these agreements, the Company issued 459,310 shares of the Company's Class A Common Stock and recognized a loss on the extinguishment of debt of $ 149 , which was recorded in loss on extinguishment of notes payable in the condensed consolidated statements of operations and comprehensive loss.

During the nine months ended

June 30, 2026, the Company and the holders of four notes agreed to settle the outstanding principal and accrued interest, totaling $ 3,001 , for 1,207,015 shares of the Company's Class A Common Stock. The Company recognized a loss on the extinguishment of debt of $ 597 , which was recorded in loss on extinguishment of notes payable in the condensed consolidated statements of operations and comprehensive loss.

the nine months ended June 30, 2025, the Company and the holders of three notes agreed to settle the outstanding principal and accrued interest, totaling $ 661 , for 79,868 shares of the Company's Class A Common Stock. The Company recognized a loss on the extinguishment of debt of $ 300 recorded in loss on extinguishment of notes payable in the condensed consolidated statements of operations and comprehensive loss.

February 23, 2026 and March 31, 2026, the Company entered into three securities purchase agreements providing for the issuance of convertible notes.

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 .

These bridge notes mature on December 30, 2026 and January 15, 2027, respectively, and require aggregate scheduled payments of $ 621 .

Senior Convertible Notes

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 "Convertible Note"). 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 .

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On May 13, 2026, the Company

On May 18, 2026, 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 March 31, 2026, notes payable having an aggregate remaining principal balance of $ 4,752 were outstanding and are included in "Notes payable" and "Notes payable, noncurrent" in the condensed consolidated balance sheet.

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.

1 unchanged paragraph

and 36 more changes in the filing

Note 9: Commitments and Contingencies 2 changes

1 unchanged paragraph

2 unchanged paragraphs

and 2 more changes in the filing

Note 10: Income Taxes 4 changes

and 4 more changes in the filing

Note 11: Equity 52 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 52 more changes in the filing

Note 12: Warrants 13 changes

1 unchanged paragraph

1 unchanged paragraph

and 13 more changes in the filing

Note 13: Stock-Based Compensation 30 changes

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 30 more changes in the filing

Note 14: Fair Value Measurements 28 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 28 more changes in the filing

Note 15: Net Loss Per Share 20 changes

1 unchanged paragraph

1 unchanged paragraph

6 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

6 unchanged paragraphs

1 unchanged paragraph

and 20 more changes in the filing

Note 16: Concentrations 2 changes

and 2 more changes in the filing

Note 17: Segment Information 1 change

5 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Note 21: Subsequent Events 31 changes

60 unchanged paragraphs

27 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

31 unchanged paragraphs

61 unchanged paragraphs

1 unchanged paragraph

10 unchanged paragraphs

12 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

and 31 more changes in the filing