Mobix Labs registers securities for sale

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filed with the Securities and Exchange Commission on August 28, October 30, 2026

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TO COMPLETION, DATED AUGUST 28, 2026

TO COMPLETION, DATED OCTOBER 30, 2026

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Stockholder") of up to 5,000,000 6,000,000 shares of Class A Common Stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class

A Common Stock"), issuable to an investor upon the conversion of (i) 1,000 241 shares of Series A 10% Convertible Preferred Stock and (ii) 6,000 9,800 shares of Series A 10% Convertible Preferred Stock issuable upon the exercise of a Preferred Stock Purchase Warrant Warrants (the "August "Preferred

2026 Preferred Warrant"). Warrants"). The 1,000 241 shares of Series A 10% Convertible Preferred Stock issued and the 6,000 9,800 shares of Series A 10% Convertible

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

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

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$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

The Offered Securities

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

2026 $9,800,000 to the extent the Preferred Warrant Warrants are exercised. We intend to use any proceeds from the exercise of the Preferred Warrants for working capital and general corporate purposes. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

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

A Common Stock as of October 14, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholder, the Offered Securities would represent approximately 20.3% of the outstanding Class A Common

Stock as of August 24, October 14, 2026. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling

Stockholder, 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 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 Stockholder may sell the securities in the section titled "Plan of Distribution."

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

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shares of Class A Common Stock are listed on Nasdaq Stock Market LLC ("Nasdaq") and our public warrants (the "Public Warrants")

Warrants") are listed on Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On August 27, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $1.14 per share. October 29,

2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $0.75 per share.

are an "emerging growth company" and a "smaller reporting company" as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See "Implications of Being an Emerging Growth Company and a Smaller Reporting Company."

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date of this prospectus is , 2026.

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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANY ii iii

RISK FACTORS SUMMARY

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Plan of distribution 26 changes

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

prospectus 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 6,000,000 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 $9,800,000 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." Warrants are exercised.

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

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

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OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANY a company with less than $1.235 billion in revenue during its most recently completed fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). As an emerging growth company, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

disclosure about the Company's executive compensation arrangements;

from non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

Company's election under Section 107(b) of the Jumpstart Our Business Startups Act of 2012 to delay adoption of new or revised accounting standards with different effective dates for public and private companies until those standards would otherwise apply to private companies; and exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 in respect of management's assessment of the Company's internal control over financial reporting, which requirement would otherwise apply if we ceased to qualify as a smaller reporting company under the rules of the SEC.

may take advantage of these accommodations until the last day of the fiscal year following the fifth anniversary of the date on which it first sells common equity securities pursuant to a registration statement under the Securities Act, or such earlier time that we are no longer an emerging growth company. We will remain an "emerging growth company" until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the preceding three-year period or (d) the last day of our fiscal year containing the fifth anniversary of the date on which we completed our initial public offering of securities.

cannot predict whether investors will find the Common Shares less attractive because we rely upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if we no longer qualify as an emerging growth company, we would be required to divert additional management time and attention from the Company's development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company's business, financial condition and results of operations.

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

are also a smaller reporting company as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act").

may choose to take advantage of some or all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus.

OF BEING A SMALLER REPORTING COMPANY

are a smaller reporting company as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Reports on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, as long as we are a smaller reporting company with less than $100 million in annual revenue, we are not required to obtain an attestation report on internal control over financial reporting from our independent registered public accounting firm.

have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

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We have entered into definitive agreements to acquire

Our ability to issue shares of Class A Common Stock upon

Vision Aerial, Inc., and have entered into a definitive agreement to acquire Special Project Delivery, Inc. and such acquisitions are acquisition is subject to significant uncertainty and may require additional dilutive financing.

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

ability to issue shares of Class A Common Stock upon conversion of the Series A 10% Convertible Preferred Stock and exercise of the Preferred 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.

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

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The combination of a floating, discounted conversion

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.

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

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Forward-looking statements 48 changes

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

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

our assumptions underlying our critical accounting estimates;

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the dilutive effect of conversions of the Series A 10%

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 Common Stock;

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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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.

one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by geopolitical tensions, including further escalation of war between Russia and Ukraine, or the conflict pertaining to the Middle East, and there may be additional risks that we consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. However, we encourage you to review our risk factors as set forth in the " Risk Factors " section on page 4 of this prospectus, in our annual report on Form 10-K for our fiscal year ended September 30, 2025, filed with the SEC on January 13, 2026 or in other periodic and current reports that we file with the vi summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." SEC.

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

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.

defense, aerospace and autonomous systems; energy, water and critical infrastructure; and digital infrastructure and strategic technologies.

Consistent with this strategy, in July 2026 we 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.

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

An amendment to our Certificate

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) 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 per share (the "May 2026 Preferred 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"). On August 28, 2026, we amended the registration rights agreement and the securities purchase agreement, each entered into on May 19, 2026 with Kips, 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 "August 2026 Preferred Warrant", and together with the registration rights agreement. May 2026 Preferred Warrant, the "Preferred Warrants").

We are registering the resale of the shares of Class A Common Stock pursuant to this prospectus to comply with the registration rights agreement.

of October 14, 2026, Kips has exercised the Preferred Warrants to receive 2,200 shares of Series A Preferred Stock and has converted 4,959 shares of Series A Preferred Stock into 5,870,187 shares of Class A Common Stock. We received $2,200,000 of gross proceeds from the exercise of the Preferred Warrants. As of October 14, 2026, Kips has 241 shares of Series A Preferred Stock remaining and 9,800 shares of Series A Preferred Stock available upon exercise of the Preferred Warrants. If the remaining Preferred Warrants are exercised, we will receive $9,800,000 in gross proceeds.

Annual Goodwill Impairment Test

annual goodwill impairment assessment is performed each year as of July 31, 2026. Based on the preliminary results of our annual test for fiscal 2026, there are indications that the fair value of one of our reporting units does not exceed the carrying value and we expect to record a non-cash impairment charge in the fourth quarter of fiscal 2026. The amount of the impairment is not yet finalized, but we anticipate to be within the range of $0 to $5.5 million.

of Special Meeting of Stockholders

held a special meeting of stockholders on October 2, 2026. At the meeting, stockholders approved:

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;

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have not yet filed 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, are set forth in our proxy materials filed with the SEC.

board of directors has not provided any assurance 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, or implement certain corporate-governance and compensation-related matters may be limited.

March 2026 Convertible

On March 31, 2026, we entered

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.

3. The issuance of shares of our Class A Common Stock to Kips in connection with 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 senior secured promissory notes in the aggregate principal amount of $5.2 million.

2026 Convertible Promissory Note

March 31, 2026, we entered into a securities purchase agreement with Leviston, pursuant to which we agreed to issue a convertible promissory note. The $3 million principal amount of 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 $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.

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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.

On July 24, 2026, we entered

Special Project Delivery

Corporate Name Change

Vision Aerial Merger Agreement

July 24, 2026, we entered into the Vision Aerial Merger Agreement providing which provided 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, Vision Aerial Merger Agreement was terminated by the parties on October 14, 2026. The termination followed delays in completing certain due diligence 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 reporting matters, including the receipt of financial and accounting information necessary to complete the consideration would be funded through additional financing, which may be dilutive audit process. The transaction was not consummated within the contemplated timeframe. The termination was amicable, and we maintain a positive relationship with Vision Aerial and remain open to our stockholders. See " Risk Factors ". exploring potential opportunities with Vision Aerial in the future.

Project Delivery Merger Agreement

August 13, 2026, we entered into a definitive merger agreement to acquire Special Project Delivery, Inc. ("SPD") 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. On September 30, 2026, SPD entered into a definitive business combination agreement to acquire Winner Water Services, Inc, a U.S. rare earth company ("Winner"), the closing of which is subject to customary approvals and conditions and is expected to close in connection with our acquisition of SPD.

August 13, 2026, an unrelated investor submitted a conversion notice to convert $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. That conversion was rescinded on August 18, 2026, and was not completed. On August 31, 2026, that same investor submitted a conversion notice to convert $115 of outstanding principal and accrued interest into 125,272 shares of Class A Common Stock at a conversion price of $0.92 per share.

September 1, 2026 and September 22, 2026, a separate unrelated investor converted portions of its outstanding convertible promissory notes, dated February 23, 2026 and March 17, 2026, in the original principal amount of $316 and 238, into an aggregate of 866,298 shares of our Class A Common Stock at conversion prices ranging from $0.81 to $0.64. Additionally, on September 2, 2026, September 9, 2026 and October 6, we entered into three securities purchase agreements agreeing to issue to the investor additional convertible notes in the principal amounts of $267 for each agreement.

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 If the acquisitions of Vision Aerial and are completed, SPD described above. and Winner will join the NSM Initiative. .

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The offering 1 change

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to 5,000,000 6,000,000 shares of Class A Common Stock consisting entirely of shares issuable to an investor upon conversion of the Preferred of Class A Common Stock outstanding shares (as of August 24, October 14, 2026).

Risk factors 32 changes

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For the nine months ended June 30, 2026 and 2025, we incurred losses from operations of $22.3 million and $30.5 million, respectively. As of June 30, 2026, we had an accumulated deficit of $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.

As of June 30, 2026, we had an accumulated deficit of $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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July 24, 2026, we entered into a definitive agreement

have entered into a definitive agreements agreement to acquire Vision Aerial, Inc. and Special Project Delivery, Inc. and such acquisitions are acquisition is subject to significant uncertainty and may require additional dilutive financing.

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 closing of the proposed transactions are transaction is subject to the completion of due diligence and the satisfaction of customary closing conditions. There is no assurance that the proposed acquisitions acquisition will be completed. If we complete the proposed acquisitions, acquisition, we expect to fund the cash portion of the consideration through additional debt or equity financing, which may not be available on acceptable terms, or at all, and which may be dilutive to our stockholders, and we may issue shares of Class A Common Stock as part of the consideration, which would further dilute our existing stockholders. In addition, acquisitions involve numerous risks, including difficulties integrating the acquired business, the assumption of unknown liabilities and the diversion of management attention, any of which could adversely affect our business, financial condition and results of operations.

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ability to issue shares of Class A Common Stock upon conversion of the Series A Preferred Stock, exercise of the Preferred Warrants, and conversion of the 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 Warrants, and therefore the number of shares that may be resold under this prospectus, may be limited.

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.

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a public company, we are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting until after we are no longer an "emerging growth company," as defined in the JOBS Act, or a "smaller reporting company," as defined in Item 10(f)(1) of Regulation S-K. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, in which case our independent registered public accounting firm could not issue an unqualified opinion related to the effectiveness of our internal control over financial reporting. If we continue to conclude that we have ineffective internal control over financial reporting and our independent registered public accounting firm is unable to issue an unqualified opinion related to the effectiveness of our internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A business could suffer in the event of a security breach involving our IT systems, intellectual property or other proprietary or confidential information. Common Stock.

business could suffer in the event of a security breach involving our IT systems, intellectual property or other proprietary or confidential information.

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October 24, 2025, we submitted a request to Nasdaq for an additional 180-day period (the "Second Compliance Period") to provide additional time for us to demonstrate compliance with the Minimum Bid Price Requirement. On October 29, 2025 we received written notice from Nasdaq (the "Extension Letter") granting us an extension through April 27, 2026 (the "Extension Deadline"), to regain compliance with the Minimum Bid Price Requirement. On March 23, 2026, our stockholders approved a proposal to effect the Reverse Stock Split. The Reverse Stock Split went effective after market close on April 6, 2026.

The effects of the Reverse Stock Split allowed us to regain compliance with the Minimum Bid Price Requirement as of April 21, 2026;

October 24, 2025, we submitted a request to Nasdaq for an additional 180-day period (the "Second Compliance Period") to provide additional time for us to demonstrate compliance with the Minimum Bid Price Requirement. On October 29, 2025 we received written notice from Nasdaq (the "Extension Letter") granting us an extension through April 27, 2026 (the "Extension Deadline"), to regain compliance with the Minimum Bid Price Requirement. On March 23, 2026, our stockholders approved a proposal to effect the Reverse Stock Split. The Reverse Stock Split went effective after market close on April 6, 2026. The effects of the Reverse Stock Split allowed us to regain compliance with the Minimum Bid Price Requirement as of April 21, 2026; however, the Reverse Stock Split is subject to certain risks, which are outlined below. We may in the future fail to meet the Minimum Bid Price Requirement and in such event, if we fail to timely regain compliance with the Minimum Bid Price Requirement, Nasdaq will provide written notification to us that our common stock is subject to delisting. Nasdaq rules provide that any listed company that fails to meet the Minimum Bid Price Requirement and has effected a reverse stock split over the prior one-year period, or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, will not be eligible for an automatic 180-day grace compliance period and the Staff is obligated to immediately issue a delisting determination. Therefore, if we were to fall out of compliance with the Minimum Bid Price Requirement prior to April 6, 2027, we would not be able to effect a reverse stock split and would immediately be issued a delisting determination.

our special meeting of stockholders held on October 2, 2026, our stockholders approved a proposal authorizing our board of directors, in its discretion, to effect an additional reverse stock split of our outstanding common stock, and we may effect such reverse stock split prior to falling out of compliance with the Minimum Bid Price Requirement in an effort to maintain compliance. As of October 9, 2026, our stock price is below the Minimum Bid Price Requirement.

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The Reverse Stock Split has

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

Reverse Stock Split may be viewed negatively by the market. Following the Reverse Stock Split, our per share market price has declined, which has resulted in a decrease in our overall market capitalization. If there are further decreases in the per share market price of our Class A Common Stock, then our value, as measured by our market capitalization, will be reduced. If we are required to implement another reverse stock split to maintain compliance with the Minimum Bid Price Requirement, our market capitalization may further decrease.

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are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not "emerging growth companies."

In particular, while we are an "emerging growth company," we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, we will be exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or requiring a supplement to the auditor's report on financial statements, we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to "opt out" of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the initial public offering of Chavant, which occurred on July 19, 2021, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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.

are a "smaller reporting company," as defined in Item 10(f)(1) of Regulation S-K, and we may take advantage of certain scaled disclosure requirements available to smaller reporting companies, including presenting only the two most recent fiscal years of audited financial statements and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

In addition, for so long as we are a smaller reporting company with less than $100 million in annual revenue, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

exact implications of the JOBS Act are subject to interpretation and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find the Class A Common Stock less attractive to the extent we rely on the exemptions scaled disclosure and other relief granted by the JOBS Act. available to smaller reporting companies. If some investors find the Class A Common Stock less attractive as a result, there may be a less active trading market for the Class A Common Stock and our stock price may decline or become more volatile.

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

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. 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 Additional Notes, including pursuant to the adjustment provisions of the Preferred Shares and the Additional Notes.

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. We may issue a substantial number of Class A Common Stock upon conversion of the Preferred Shares and the Additional Notes, including pursuant to the adjustment provisions of the Preferred Shares and the Additional Notes.

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

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of August 24, 2026, we have warrants outstanding, which are exercisable to purchase an aggregate of 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).

of October 14, 2026, we have warrants outstanding, which are exercisable to purchase an aggregate of 2,589,874 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 up to 11,000 9,800 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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Use of proceeds 6 changes

All of our shares offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for their own accounts. We will not receive any of the proceeds from these sales. 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.

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

We will not receive any of the proceeds from these sales. We may receive up to $9,800,000 to the extent the Preferred Warrants are exercised.

We intend to use any proceeds from the exercise of the Preferred Warrants for working capital and general corporate purposes.

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August 27, October 29, 2026, the last closing price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $1.14 $0.75 per share and $0.0812 $0.06 per warrant, respectively.

of August 24, October 14, 2026 there were 16,847,921 23,576,570 shares of Class A Common Stock outstanding held of record by 235 236 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 37 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 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 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. "Recent Developments" below.

wireless systems solutions include products for advanced RF and mmWave 5G communications, mmWave imaging, software defined radio and custom RF ICs targeting the defense, aerospace, commercial and industrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications.

These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

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to "Mobix Labs, Inc." and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix Labs Operations, this discussion, unless otherwise noted or otherwise suggested by context, all references to "we," "us" or "our" refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the Merger.

to "Mobix Labs, Inc." and Legacy Mobix changed its name from "Mobix Labs, Inc." to "Mobix Labs Operations, this discussion, unless otherwise noted or otherwise suggested by context, all references to "we," "us" or "our" refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the of Class B Shares Between 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.

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of October 14, 2026, Kips has exercised the Preferred Warrants to receive 2,200 shares of Series A Preferred Stock and has converted 4,959 shares of Series A Preferred Stock into 5,870,187 shares of Class A Common Stock. We received $2,200,000 of gross proceeds from the exercise of the Preferred Warrants. As of October 14, 2026, Kips has 241 shares of Series A Preferred Stock remaining and 9,800 shares of Series A Preferred Stock available upon conversion of the Preferred Warrants. If the remaining Preferred Warrants are exercised, we will receive $9,800,000 in gross proceeds.

Vision Aerial Merger Agreement

On July 24, 2026, we entered into the Vision Aerial Merger Agreement providing which provided 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, Vision Aerial Merger Agreement was terminated by the parties on October 14, 2026. The termination followed delays in completing certain due diligence and there can be no assurance a financial reporting matters, including the receipt of financial and accounting information necessary to complete the audit process. The transaction will be was not consummated See Note 18 to our condensed consolidated financial statements. within the contemplated timeframe.

The termination was amicable, and we maintain a positive relationship with Vision Aerial and remain open to exploring potential opportunities with Vision Aerial in the future.

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

On September 30, 2026, SPD entered into a definitive business combination agreement to acquire Winner Water Services, Inc, a U.S. rare earth company ("Winner"), the closing of which is subject to customary approvals and conditions and is expected to close in connection with our acquisition of SPD.

Upcoming Annual Goodwill Impairment

annual goodwill impairment assessment is performed each year as of July 31, 2026. Based on the preliminary results of our annual test for fiscal 2026, there are indications that the fair value of one of our reporting units does not exceed the carrying value and we expect to record a non-cash impairment charge in the fourth quarter of fiscal 2026. The amount of the impairment is not yet finalized, but we anticipate to be within the range of $0 to $5,500.

of Special Meeting of Stockholders

held a special meeting of stockholders on October 2, 2026. At the meeting, stockholders approved:

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 a further reverse stock split at a ratio between 1:2 and 1:20;

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have not yet filed 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, are set forth in our proxy materials filed with the SEC.

board of directors has not provided any assurance 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, or implement certain corporate-governance and compensation-related matters may be limited.

issuance of shares of our Class A Common Stock to Kips in connection with 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 senior secured promissory notes in the aggregate principal amount of $5,200,000. $5,200.

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On May 13, 2026, we entered

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 August 28, 2026, we entered

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.

May 13, 2026, we entered into the IRA with Leviston. Pursuant to the 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.

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.

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 submitted a conversion notice to convert $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. That conversion was rescinded on August 18, 2026, and was not completed. On August 31, 2026, that same investor submitted a conversion notice to convert $115 of outstanding principal and accrued interest into 125,272 shares of Class A Common Stock at a conversion price of $0.92 per share.

September 1, 2026 and September 22, 2026, a separate unrelated investor converted portions of its outstanding convertible promissory notes, dated February 23, 2026 and March 17, 2026, in the original principal amount of $316 and 238, into an aggregate of 866,298 shares of our Class A Common Stock at conversion prices ranging from $0.81 to $0.64. Additionally, on September 2, 2026, September 9, 2026 and October 6, 2026, we entered into three securities purchase agreements agreeing to issue to the investor additional convertible notes in the principal amounts of $267 for each agreement.

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

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 If the acquisitions of Vision Aerial and are completed, SPD described above. and Winner will join the NSM Initiative.

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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As of June 30, 2026, our cash

As of June 30, 2026, our debt

of June 30, 2026, our cash balance was $2,142 compared to $3,273 at September 30, 2025. We had a working capital deficit of $16,117 as of June 30, 2026 compared to a working capital deficit of $21,071 at September 30, 2025.

of June 30, 2026, our debt consists of notes payable with an aggregate amount of $4,355 and 7% promissory notes—related parties with an aggregate principal amount of $1,397. Of these amounts, one note having a principal amount of $125 has reached its maturity date and is currently due. The remainder require weekly or monthly payments in varying amounts through July 2027.

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Business 4 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.

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.

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people are critical to success and the pursuit of our goals and growth strategy. We strive to attract and retain team members who are driven to innovate and who bring diverse perspectives and skills. As of September 30, 2025, 2026, we had a total of 46 40 employees in the United States, of whom eleven ten were primarily engaged in research and development, two were primarily engaged in sales and marketing, fifteen fourteen were primarily engaged in manufacturing, and eighteen fourteen were primarily engaged in general and administrative functions. None of our employees are covered by a collective bargaining agreement or represented by a labor union. Additionally, from time to time we utilize third-party contractors to supplement our workforce.

None of our employees are covered by a collective bargaining agreement or represented by a labor union. Additionally, from time to time we utilize third-party contractors to supplement our workforce.

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Legal proceedings 2 changes

June 16, 2023, the law firm Rutan & Tucker, LLP ("Rutan") filed a lawsuit in Orange County Superior Court against us to recover approximately $700,000 in legal fees allegedly owed to Rutan by Cosemi, its former client, which fees were incurred in connection with our acquisition of Cosemi in 2021. On January 18, 2024, Rutan filed a First Amended Complaint that also names James Peterson as a defendant, based on his former role at Cosemi. We are vigorously defending this lawsuit. We are unable to predict the final outcome of this matter, but we do not believe that it will have a material impact on our results of operations or financial position.

June 25, 2024, Creditors Adjustment Bureau, Inc. ("CAB") filed a lawsuit against us in Orange County Superior Court to recover a purported debt of approximately $132,000, which CAB received per assignment from Electro Rent Corporation. On September 24, 2024, default was entered against us. On November 7, 2024, we filed a Motion to Set Aside Entry of Default, which is set for hearing on February 21, 2025. On November 15, 2024, the Court issued a minute order declining to sign CAB's request for a default judgment. We are vigorously defending this lawsuit. We are unable On October 23, 2025, the Parties agreed to predict settle the final outcome of this matter but we do not believe that it will have for $127,500. The Parties entered into a material impact on our results stipulation for entry of operations or financial position. judgment and filed a conditional notice of settlement with the Court. Mobix made all payments according to the schedule, with the final payment made on March 30, 2026. On April 22, 2026, CAB filed a Request for Dismissal with prejudice. No Further litigation is expected in this matter.

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Management 147 changes

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Chief Executive Officer and Director

Co-founder, President, Chief Financial Officer and Director

Non-Employee Directors

Co-founder, Director

Co-founder, Director

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Aralis . James Aralis has served as our Chief Technology Officer since May 2022. Mr. Aralis has spent more than 40 years in the development of analog, digital, and mixed signal integrated circuits, systems, and software/firmware. Mr. Aralis has also contributed to the development of custom analog device and process technologies and CAD systems. From January 2007 to June 2018, he also served as Chief Technology Officer, as well as senior vice president of advanced development, of Microsemi, now Microchip Technology Inc., a technology company specializing in semiconductor and systems solutions for communications, defense and security, aerospace and industrial markets.

Since retiring in June 2018, Mr. Aralis has spent his time consulting, advising and serving on boards of various companies and philanthropic organizations. Mr. Aralis studied at University of California, Los Angeles, graduating with a Bachelor of Science in Math Applied Science and Physics and a Master of Science in Electrical Engineering. Mr. Aralis holds numerous patents and publications and has given technical and keynote presentations in many conferences across the world. We believe that Mr. Aralis is qualified to serve as a member of the Board because of his experience in the industry, specifically with regard to the development of analog, digital and mixed signal integrated circuits, systems and software/firmware.

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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.

As a result of the conversion

On March 3, 2025, Fabrizio Battaglia, Board is divided into three classes. Our Class I directors, Kurt Busch and William Carpou, were elected on March 3, 2025 to serve as Class I directors with a term terms expiring at the Company's 2028 annual meeting of stockholders. On December 18, 2023, Dr. Jiong Ma Our Class II directors, David Aldrich, Frederick Goerner and James Peterson Keyvan Samini, were elected on March 23, 2026 to serve terms expiring at the Company's 2029 annual meeting of stockholders. James Peterson was elected as a Class III directors director on December 18, 2023, together with Dr. Jiong Ma, for 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 pursuant to a Resignation and Release Agreement with the Company, and the Board appointed Mr. Michael Long to serve as a fill the resulting Class III director of the Board vacancy 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.

On July 25, 2025, Fabrizio Battaglia stepped down from his role as Director, and Philip Sansone was appointed to serve as a Director.

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.

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 Chairman.

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

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Chair and Financial Expert

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related person transactions; and

helping the Board oversee

the Board oversee our corporate accounting and financial reporting processes;

managing the selection,

the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

reviewing and discussing

and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

obtaining and reviewing

and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

establishing procedures

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

overseeing our policies

our policies on risk assessment and risk management;

overseeing compliance with

compliance with our code of business conduct and ethics;

reviewing related person

approving or, as required,

or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.

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reviewing, approving and

approving and determining, or making recommendations to the Board regarding, the compensation of our chief executive officer, other executive officers and senior management;

reviewing, evaluating and

evaluating and recommending to the Board succession plans for our executive officers;

reviewing and recommending

and recommending to the Board the compensation paid to our non-employee directors;

administering our equity

our equity incentive plans and other benefit programs;

reviewing, adopting, amending

adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

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identifying and evaluating

and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

considering and making

and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;

instituting plans or programs

plans or programs for the continuing education of the Board and the orientation of new directors;

developing and making recommendations

and making recommendations to the Board regarding corporate governance guidelines and matters;

overseeing our corporate

our corporate governance practices;

overseeing periodic evaluations

periodic evaluations of the Board's performance, including committees of the Board; and contributing to succession planning.

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have an insider trading policy and procedures that govern the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with their immediate family members and other persons living in their households. We believe our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq standards. In addition, it is the policy of the Company to comply with applicable U.S. securities laws, including laws, rules and regulations related to trading in our securities. A copy of our Insider Trading Policy was filed as an exhibit to our Form 10-K for the year ended September 30, 2024. 2025.

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Battaglia: Former Chief Executive Officer and Former Director

Aralis: Chief Technology Officer

an emerging growth a smaller reporting company, under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting companies" as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation to our principal executive officer and our two other most highly compensated executive officers.

following table contains compensation data for our named executive officers for the fiscal years ended September 30, 2025 2026 and 2024. 2025. In this section, "Named Executive Officer" or "NEO" means the principal executive officer and each of the two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers for the year ended September 30, 2025 2026 and whose total compensation exceeds $100,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of us at September 30, 2025. 2026.

fiscal year 2026, we only had one other executive officer outside of our principal executive officer. These individuals, and who are referred to in this section as "named executive officers," and their positions are as follows:

Philip Sansone: Chief Executive Officer and Director

Keyvan Samini: Co-founder, President, Chief Financial Officer and Director

Officer and Director

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

following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended September ($) Bonus ($) Stock Awards ($) (1) All Other Compensation ($) (2) Total ($) Philip Sansone 2026 390,000 - - - 390,000 Chief Executive Officer and Director 2025 266,917 - 1,760,000 - 2,026,917 Keyvan Samini 2026 360,000 - - - 360,000 Co-Founder, President and Chief Financial Officer, and Director 2025 309,000 - 5,274,997 66,115 5,650,112 (1) The amount reported in this column for co-founders Messrs. Battaglia and co-founder Mr. Samini represents the aggregate grant date fair value of the stock awards in accordance with ASC Topic 718, which is based on the stock price on the date of the Closing of $104.70. However, the value received at issuance of the Post-Closing RSUs on April 15, 2025 was approximately $283,333, which is based on the issuance date stock price of $85.00. $8.50. For additional information on the valuation assumptions regarding these awards, refer to Note 16 to our audited consolidated financial statements for the year ended September 30, 2025, which are included in our 2025 Form 10-K filed with the SEC.

In fiscal 2025, for Mr.

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

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

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

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

the fiscal years ended September 30, 2025 2026 and 2024, 2025, the compensation program for our named executive officers consisted of base salary, cash bonus, equity awards, and certain standard employee benefits.

Sansone has served as our Chief Executive Officer and as a Class I member of our Board of Directors since July 25, 2025. We are a party to an Executive Employment Agreement with Mr. Sansone, pursuant to which he serves as our Chief Executive Officer and as a member of our Board. The agreement was entered into on September 11, 2026 and is effective as of July 25, 2025. It has an initial term ending on the second anniversary of the effective date, which will automatically renew for additional consecutive two-year terms unless the Board gives notice of non-renewal within the 60 to 90 day period before the expiration of the applicable term. At each annual meeting of stockholders before his termination, we will nominate Mr. Sansone to serve as a Class I director, subject to stockholder approval.

his Executive Employment Agreement, Mr. Sansone is entitled to receive a base salary of $390,000 per year, which may be increased, but not decreased, by the Board. He is also eligible to receive performance-based bonuses of up to 100% of his base salary, or such additional amount as the Board approves, under a discretionary bonus program established by the Board, subject to his continued employment through the payment date. In addition, pursuant to his Executive Employment Agreement, on September 19, 2025, Mr. Sansone was granted 100,000 restricted stock units, subject to the terms of a restricted stock unit agreement under our equity incentive plan. Mr. Sansone is also eligible to participate in the employee benefit plans available to our executive officers, including our 401(k) plan.

we terminate Mr. Sansone's employment without Cause (other than due to death or Disability), or Mr. Sansone resigns for Good Reason (as defined in the Executive Employment Agreement), Mr. Sansone is entitled to the following, subject to his execution and non-revocation of a release of claims. He would receive (i) two times the sum of his base salary and target bonus, payable in a single lump sum on the 30th day following his termination date. He would also receive (ii) up to 24 months of continued medical coverage for himself, his spouse and eligible dependents, with the premiums paid or reimbursed by us, or, if earlier, until he obtains full-time employment providing comprehensive medical coverage. The treatment of his outstanding equity awards will be governed by the applicable award agreements. If we terminate Mr. Sansone's employment without Cause, or Mr. Sansone resigns for Good Reason, within 12 months following a change in control, or within 60 days before a change in control that was under consideration at the time of termination, Mr. Sansone will receive the same two times severance payment in a lump sum and up to 24 months of COBRA premium reimbursement. In that case, however, his base salary and target bonus are calculated using the highest amounts in effect at specified times, including immediately prior to the change in control. In addition, any equity award not governed by a separate award agreement will vest to the extent it would have vested within 24 months following termination, and will remain exercisable for the longer of one year or its original term. Mr. Sansone is entitled to substantially similar cash severance and COBRA benefits upon a termination due to Disability. Mr. Sansone is subject to a 24-month post-termination non-solicitation covenant, as well as confidentiality and invention assignment obligations.

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Aralis entered into an employment agreement with Mobix Labs to serve as its Chief Technology Officer, effective as of May 18, 2022 (the "Aralis Employment Agreement"). Pursuant to his employment agreement, Mr. Aralis was entitled to receive a base salary of $120,000 per year, which was based on one day per week, and any month which exceeded more than four days was compensated at a secondary rate of $2,000 per day.

narrative below summarizes the payments and benefits that each named executive officer was eligible to receive for the fiscal years ended September 30, 2025 and 2024 based on the Employment Term Sheets with Messrs. Battaglia and Samini and the Aralis Employment Agreement.

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

fiscal 2024, the Compensation Committee approved a bonus to each of co-founders Messrs. Battaglia and Samini in recognition of their efforts in connection with the completion of the merger between Chavant Acquisition Corp. and Legacy Mobix, which amount is set forth in the summary compensation table above under the column heading "Bonus." In fiscal 2025, the Compensation Committee did not approve a bonus to any of our NEOs.

restricted stock awards for the co-founder Mr. Battaglia have the following vesting terms: (1) 10,000 shares will vest on each of (i) July 15, 2025, (ii) October 15, 2025, (iii) January 15, 2026, and (iv) April 15, 2026; (2) 20,000 shares will vest on each of (i) July 15, 2026, (ii) October 15, 2026, (iii) January 15, 2027, and (iv) April 15, 2027; (3) 30,000 shares will vest on each of (i) July 15, 2027, (ii) October 15, 2027, and (iii) January 15, 2028; and (4) 45,000 shares will vest on July 15, 2028.

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and 67 more changes in the filing

Description of the securities 42 changes

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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 August 24, October 14, 2026, there were 16,847,921 23,576,570 shares of Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. As of the date of this prospectus, there were 1,000 shares of Series A Preferred Stock outstanding.

As of the date of this prospectus, there were 241 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 of Class A Common Stock vote 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.

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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, 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. respectively.

Dissolution and Winding Up

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.

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of the date of this prospectus, there are 2,000 241 shares of Series A Preferred Stock outstanding.

A 10% Convertible Preferred Stock

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of August 24, October 14, 2026 there were 6,000,000 Public Warrants and 3,000,000 Private Warrants outstanding.

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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. 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.

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.

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at a price of $0.01 per warrant;

at any time after the Public Warrants become exercisable;

Warrants become exercisable;

upon not less than 30 days'

not less than 30 days' prior written notice of redemption to each warrant holder;

if, and only if, the reported

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

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holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person's affiliates), to the warrant agent's actual knowledge, would beneficially own in excess of 4.9% or 9.8% 9.9% (as specified by the holder) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise.

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

September 3, 2025, we entered into the Inducement Letter with the holder. Pursuant to the Inducement Letter, the holder of the Common Warrants agreed to exercise for cash the Common Warrants to purchase 251,656 shares of Class A Common compensation in connection with the 2024 Private Placement, we issued to HCW, acting as our exclusive placement agent or its designees upon closing of the 2024 Private Placement warrants to purchase up to 20,143 shares of Class A Common Stock at an exercise price of $17.375 per share. These warrants became exercisable on January 3, 2025 and are set to expire on January 3, 2030. Upon any exercise for cash of the Existing Warrants, we are obligated to pay HCW a cash fee of 8.0% of the aggregate gross proceeds received from the exercise of any of the Existing Warrants (which includes a management fee of 1.0%) and will also be obligated to issue the Private Placement Warrants to HCW (or its designees) to purchase up to 20,143 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our common stock underlying the Existing Warrants).

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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. As of October 14, 2026, there were 241 shares of Series A Preferred Stock outstanding, and 9,800 shares of Series A Preferred Stock issuable upon conversion of the Preferred Warrants.

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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.

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. 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.

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before the stockholder

the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

upon the consummation of

the consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or at or after the time the stockholder became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.

at or after the time the

stockholder became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.

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ACT RESTRICTIONS ON RESALE OF SECURITIES

person who has beneficially owned restricted Class A Common Stock or Public Warrants of Mobix Labs for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as Mobix Labs was required to file reports) preceding the sale.

who have beneficially owned restricted Class A Common Stock or Public Warrants of Mobix Labs for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

of the then outstanding shares of Class A Common Stock or Public Warrants; or the average weekly trading volume of Class A Common Stock or Public Warrants of Mobix Labs, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

by affiliates of Mobix Labs under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about Mobix Labs.

on the Use of Rule 144 by Shell Companies or Former Shell Companies

144 is not available for the resale of securities initially issued by shell companies (other than business combination-related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

issuer of the securities that was formerly a shell company has ceased to be a shell company;

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;

least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which was filed on December 28, 2023, reflecting its status as an entity that is not a shell company.

the Closing, we are no longer a shell company; accordingly, once the conditions listed above are satisfied, Rule 144 will become available for the resale of the above-noted restricted securities.

Principal stockholders 8 changes

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each person who is the

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

each of our named executive officers and directors; and

officers and directors; and

all of our executive officers and directors as a group.

and directors as a group.

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 beneficially owned by a person and the percentage ownership, we deemed outstanding shares of Class A Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the date of August 24, October 14, 2026 (the "Determination Date") and restricted stock units that (i) have vested but are subject to certain delivery conditions that have not yet been met or (ii) are unvested but will vest within 60 days of the Determination Date. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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otherwise indicated, the address of each beneficial owner listed in the table below is c/o Mobix Labs, Inc., 1 Venture, Suite 220, Irvine, percentage ownership of Class A Common Stock is based on 16,847,921 23,576,570 shares of Class A Common Stock outstanding as of August 24, October 14, 2026. Share amounts in the table reflect the conversion of all 200,491 outstanding shares of Class B Common Stock into Class A Common Stock.

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Related-party transactions 17 changes

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

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

any person who is, or at

person who is, or at any time during the applicable period was, one of the Company's executive officers or one of the Company's directors;

any person who is known

person who is known by the Company to be the beneficial owner of more than 5% of the Company's voting securities; and any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of the Company's voting securities, and any person (other than a domestic employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Company's voting securities.

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Related Party Transactions of Chavant

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Company paid Chavant Capital Partners LLC (the "Sponsor") $10,000 per month for office space, and secretarial and administrative services provided to members of the Company's management team prior to the Closing. Upon completion of the Merger, the Company ceased paying these monthly fees.

the nine months ended September 30, 2023 and 2022, the Company incurred expenses of $90,000 and $90,000 under the administrative services agreement, respectively, of which $150,000 and $80,000 were included in accrued expenses as of September 30, 2023 and December 31, 2022, respectively.

January 6, 2023, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $300,000 to the Sponsor, under which the Company was permitted to draw down non-interest bearing loans which are made by the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to Chavant (the "Working Capital Loans") from time to time prior to the maturity date up to such aggregate principal amount. The Company drew down the full amount of the Working Capital Loans under such promissory note. As of September 30, 2023, the Company had drawn down $1,150,000 under the Working Capital Loans. The Chairman of the Board of Chavant, Dr. Auberton-Hervé, and/or STAR SCI, an entity affiliated with him, and another existing investor in the Sponsor and/or persons affiliated with such investor provided the funds to the Sponsor for the foregoing Working Capital Loans. On June 22, 2023, the Company issued an unsecured non-convertible promissory note in the aggregate principal amount of up to $500,000 to its Sponsor under which the Company was permitted to draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. As of the Closing, the Company had drawn down the full amount of the Working Capital Loans under such promissory note. The Chairman of the Board of Chavant and/or STAR SCI and the Chief Executive Officer of Chavant, Dr. Ma, and/or Chavant Family Office, an entity affiliated with her, provided the funds to the Sponsor for the Working Capital Loans under this unsecured non-convertible promissory note. On November 30, 2023, the Company issued an unsecured non-convertible promissory note in the aggregate principal amount of up to $325,000 to its Sponsor under which the Company was permitted to draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. As of the Closing, the Company had drawn down approximately $150,000 of Working Capital Loans under such promissory note. The Chairman of the Board of Chavant and/or STAR SCI, the Chief Executive Officer of Chavant and/or Chavant Family Office and another investor in the Sponsor and/or persons affiliated with such investor provided the funds to the Sponsor for the foregoing Working Capital Loans under such promissory note. As of the Closing, the Company had drawn down an aggregate of approximately $1,800,000 of Working Capital Loans under the promissory notes issued to the Sponsor, of which an aggregate amount of $1,418,000 was provided to the Sponsor by Dr. Auberton-Hervé and/or STAR SCI and an aggregate amount of $140,000 was provided to the Sponsor by Dr. Ma and/or Chavant Family Office. The outstanding Working Capital Loans were paid to the Sponsor through the issuance of shares of Class A Common Stock to the Sponsor pursuant to the Sponsor PIPE Subscription Agreement described below.

the years ended September 30, 2024, and 2023, the Company, as borrower, issued two promissory notes in the aggregate principal amount of $565,000 to Giuseppe Battaglia, the brother of Fabrizio Battaglia, a former director and the former Chief Executive Officer of the Company. The interest rate on the note in the principal amount of $400,000 was 15%, and the note in the principal amount of $165,000 was issued with an original issue discount of 10% and bore interest at 16% per year. The proceeds for such loans were used for working capital purposes. The Company repaid in full both notes in December 2023 and July 2024, and neither of the notes remains outstanding.

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

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connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix issued to the Sponsor a warrant to purchase 27,245 shares of Mobix Labs Stock at an exercise price of $0.10 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the "Sponsor Warrant"). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 27,218 shares of Mobix Labs Stock, converted into 27,218 shares of Class A Common Stock of the Company in connection with the Closing.

December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor (the "Sponsor Letter Agreement").

Pursuant to the Sponsor Letter Agreement, as consideration for the 19,973 shares issued pursuant to the Sponsor PIPE Subscription Agreement, the Sponsor agreed to forgive, effective upon the Closing, approximately $1,997,370 of aggregate outstanding obligations of Chavant owed to the Sponsor, consisting of (i) $1,150,000 aggregate principal amount of working capital loans outstanding under Chavant's convertible promissory notes issued to the Sponsor, (ii) $610,000 aggregate principal amount of working capital loans outstanding under Chavant's non-convertible promissory notes issued to the Sponsor (the accrued interest under which was forgiven), (iii) an estimated additional $40,000 in aggregate principal amount of working capital loans incurred to pay additional expenses in connection with the Closing, (iv) approximately $165,000 of outstanding reimbursement obligations owed to the Sponsor by Chavant for administrative services, as described above and (v) approximately $32,370 of reimbursement obligations owed to Dr. Jiong Ma, the Chief Executive Officer of Chavant, by Chavant for certain operating expenses of Chavant paid by Dr. Ma (collectively, the "Forgiven Chavant Obligations").

addition, pursuant to the Sponsor Letter Agreement, the Sponsor agreed to forfeit (1) 65,863 Founder Shares that it held ("Sponsor Forfeited Founder Shares") and (2) 40,000 Private Placement Warrants that it held ("Sponsor Forfeited Private Placement Warrants"), in each case upon the Closing.

forfeiture of the Sponsor Forfeited Founder Shares reduced the number of Founder Shares held by the Sponsor, which are subject to the lock-up agreement applicable to the Founder Equityholders as set forth in the Amended and Restated Registration Rights and Lock-Up Agreement (the "Founder Share Lock-Up"), to 92,218 Founder Shares. The Sponsor expects to distribute these Founder Shares to its members in April 2024. In such distributions, (1) Chavant Family Office, a controlled affiliate of Dr. Ma, Chavant's Chief Executive Officer, is expected to receive (i) 72,460 shares of Class A Common Stock representing Founder Shares, and (2) STAR SCI, a controlled affiliate of Dr. André-Jacques Auberton-Hervé, Chavant's Chairman, is expected to receive (i) 19,758 shares of Class A Common Stock representing Founder Shares. The forfeiture of the Sponsor Forfeited Private Placement Warrants reduced the number of Private Placement Warrants held by the Sponsor to 239,433 Private Placement Warrants. None of the Private Placement Warrants are subject to the Founder Share Lock-Up, and the Sponsor distributed these Private Placement Warrants to its members following the Closing. In such distribution, (ii) Chavant Family Office, a controlled affiliate of Dr. Ma, received 124,155 Private Placement Warrants, and (ii) STAR SCI, a controlled affiliate of Dr. Auberton-Hervé, received 35,832 Private Placement Warrants. In addition, the shares of Class A Common Stock the Sponsor received upon the Closing pursuant to the Sponsor PIPE Subscription Agreement and the conversion of the Sponsor Warrant, as described above, are not subject to the Founder Share Lock-Up. The Sponsor distributed those shares to its members. In such distribution, (1) Chavant Family Office, a controlled affiliate of Dr. Ma, received approximately 7,139 shares of Class A Common Stock (reflecting $140,000 of non-convertible debt that Dr. Ma had funded to the Sponsor in respect of working capital loans to Chavant, Dr. Ma's pro rata share in the amount of approximately $130,000 of the outstanding reimbursement obligations owed to the Sponsor for administrative services, and the outstanding reimbursement obligations of $32,370 owed to Dr. Ma, as described above, each forgiven pursuant to the Sponsor Letter Agreement) and (2) STAR SCI, a controlled affiliate of Dr. Auberton-Hervé, received approximately 34,338 shares of Class A Common Stock (reflecting $1.4 million of convertible and non-convertible debt that Dr. Auberton-Hervé had funded to the Sponsor in respect of working capital loans to Chavant and Dr. Auberton-Hervé's pro rata share of the outstanding reimbursement obligations owed to the Sponsor for administrative services, each forgiven pursuant to the Sponsor Letter Agreement).

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Note 21: Subsequent Events 56 changes

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PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement On December 19, 2023, Chavant entered into the subscription agreement (the "Sponsor PIPE Subscription Agreement") with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 19,973 shares of Class A Common Stock at a price of $100.00 per share for an aggregate purchase price of $1,997,370 paid through the forgiveness of the Forgiven Chavant Obligations (as defined below), on the terms and subject to the conditions set forth in the Sponsor PIPE Subscription Agreement and the Sponsor Letter Agreement described below. Pursuant to the Sponsor PIPE Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to the Sponsor or its permitted transferees in the event that the Adjustment Period VWAP during the Adjustment Period is less than $100.00 per share. In such case, the Sponsor or its permitted transferees will be entitled to receive a number of shares equal to the product of (x) the number of issued to the Sponsor at the closing of the subscription and held by the Sponsor or its permitted transferees through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $100.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $70.00, the Adjustment Period VWAP will be deemed to be $70.00.

In the event that the Adjustment Period VWAP is less than $70.00, the Adjustment Period VWAP will be deemed to be $70.00.

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In such distribution, (i) Chavant Family Office, a controlled affiliate of Dr. Ma, received 124,155 Private Placement Warrants, and (ii) STAR SCI, a controlled affiliate of Dr. Auberton-Hervé, received 35,832 Private Placement Warrants. In addition, the shares of Class A Common Stock the Sponsor received upon the Closing pursuant to the Sponsor PIPE Subscription Agreement and the conversion of the Sponsor Warrant, as described above, are not subject to the Founder Share Lock-Up. The Sponsor distributed these PIPE Shares to its members in April 2024. In such distribution, (1) Chavant Family Office, a controlled affiliate of Dr. Ma, is expected to receive received approximately 7,139 shares of Class A Common Stock (reflecting $140,000 of non-convertible debt that Dr. Ma had funded to the Sponsor in respect of working capital loans to Chavant, Dr. Ma's pro rata share in the amount of approximately $130,000 of the outstanding reimbursement obligations owed to the Sponsor for administrative services, and the outstanding reimbursement obligations of $32,370 owed to Dr. Ma, as described above, each forgiven pursuant to the Sponsor Letter Agreement) and (2) STAR SCI, a controlled affiliate of Dr. Auberton-Hervé, is expected to receive received approximately 34,338 shares of Class A Common Stock (reflecting $1.4 million of convertible and non-convertible debt that Dr. Auberton-Hervé had funded to the Sponsor in respect of working capital loans to Chavant and Dr. Auberton-Hervé's pro rata share of the outstanding reimbursement obligations owed to the Sponsor for administrative services, each forgiven pursuant to the Sponsor Letter Agreement).

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connection with the execution of the Additional PIPE Subscription Agreements, Mobix Labs issued to the Other Investors warrants to purchase 45,000 shares of Mobix Labs Stock at an exercise price of $0.10 per share (the "Additional Warrants"), of which Additional Warrants convertible into 19,980 shares of Class A Common Stock (following net settlement) were exercisable upon the closing of the Additional PIPE Subscription Agreements (the "Converted Additional Warrants") and Additional Warrants convertible into 25,000 shares of Class A Common Stock are exercisable upon the closing of the Additional PIPE Subscription Agreements and stockholder approval (the "Non-Converted Additional Warrants"; the shares of Class A Common Stock underlying the Non-Converted Additional Warrants and the Sage Hill Warrant, the "Unregistered Warrant Shares"). The Converted Additional Warrants were exercised at the closing of the Additional PIPE Subscription Agreements and, following net settlement into 19,980 shares of Mobix Common Stock, converted into 19,980 shares of Class A Common Stock in connection with the Closing. The Non-Converted Warrants remain outstanding, and stockholder approval for the exercise of the Non-Converted Warrants is expected to be was obtained in 2024. 2025.

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March 18, 2024, we entered into the B. Riley Purchase Agreement with B. Riley Principal Capital, pursuant to which we have had the right to sell to B. Riley Principal Capital up to $100 million in shares of Class A Common Stock, subject to certain limitations and the satisfaction of specified conditions in the B. Riley Purchase Agreement, from time to time over the 24-month period commencing on the date that a registration statement covering the resale of the shares is declared effective by the SEC. Such registration statement, which registered 950,000 shares of Class A Common Stock, became effective on May 13, 2024. As of the date of this prospectus, we sold 3,636 shares of our Class A Common Stock to B. Riley Principal Capital for proceeds of $73, $73000, net of discounts. We intend to use the net proceeds for general corporate purposes, including funding capital expenditures, future acquisitions and working capital. The issuance of the shares was deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

The issuance of the shares was deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

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May 21, 2024, we consummated the transactions pursuant to the RaGE Business Combination Agreement.

to the RaGE Business Combination Agreement, we issued 321,404 shares of Class A Common Stock to the RaGE Systems stockholders. In addition, RaGE Systems stockholders will be paid an aggregate cash amount of $2.0 million as follows: (a) $0.2 million was paid on May 21, 2024;

(b) $1.0 million will be paid on November 15, 2024 and (c) $0.8 million will be paid on April 15, 2025. Moreover, subject to achievement of certain milestones, the RaGE Systems stockholders will also be entitled to receive the RaGE EarnOut of up to $8.0 million over eight fiscal quarters in a combination of cash and stock.

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April 2025 Warrant Exercise

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February 23, 2026 and March 16, 17, 2026, we entered into two securities purchase agreements providing for the issuance of convertible notes. The agreements were entered into on February 23, 2026 and March 16, 2026, respectively, and provided for bridge promissory notes with an aggregate principal amount of $554 thousand, aggregate original issue discount of $72 thousand, aggregate purchase price of $482 thousand, and one-time interest charges of 12%. These bridge notes mature on December 30, 2026 and January 15, 2027, respectively, and require aggregate scheduled payments of $621 thousand. The promissory notes are convertible into shares of our Class A Common Stock at the election of the holder at a conversion price equal to 75% multiplied by the lowest trading price of the Class A Common Stock during the 10 trading days prior to the conversion date.

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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 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.

On June 5, 2026, we entered into a final exchange and release agreement with Fuji West Funding, LLC, pursuant to which issued 375,005 shares of Class A Common Stock.

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May 18, 2026, we issued to Leviston an additional senior secured convertible promissory note in the original principal amount of $1.2 million, for gross proceeds to us of approximately $1 million.

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 $2.4 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.

May 18, 2026, we issued to Leviston an additional 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 entered into an amendment to the Investor Rights Agreement, pursuant to which we issued an additional senior secured convertible promissory note with a principal amount of $2.8 million in favor of Leviston. 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 $1.2 million in favor of Leviston. We intend to use any proceeds from the additional notes for working capital and general corporate purposes Any shares issuable upon conversion of the additional secured convertible notes will be effected in reliance upon Section 3(a)(9) of the Securities Act.

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 $2.4 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. 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 at a conversion price equal to 82% of the lowest 8-day VWAP of the Class A Common Stock, immediately prior to and including the conversion date, subject to adjustments provided in the Certificate of Designation of Preferences, Rights and Limitations of Series A 10% Convertible Preferred Stock, including for stock dividends, stock splits, subsequent equity sales and similar events. The Preferred Warrant is exercisable beginning May 19, 2026 and expires no later than twelve months thereafter. 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. We agreed to issue $600,000 of shares of Class A Common Stock (or 294,117 shares) to Kips as consideration for extending the filing deadlines in the May 2026 Registration Rights Agreement.

The Preferred Warrant is exercisable beginning May 19, 2026 and expires no later than twelve months thereafter. 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. We agreed to issue $600,000 of shares of Class A Common Stock (or 294,117 shares) to Kips as consideration for extending the filing deadlines in the May 2026 Registration Rights Agreement.

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2026, an unrelated investor converted $150,000 of outstanding principal and accrued interest into 126,957 shares of Class A Common Stock at a conversion price of $1.18 per share. The issuance of the shares of Class A Common Stock was exempt from registration under Section we entered into a definitive merger agreement to acquire Vision Aerial, Inc. for (i) a number of shares of the Company's Class A common stock equal to $12 million divided by the Rollover Share Price (as defined below) and (ii) $3,000,000 cash, subject to customary post-closing purchase price adjustments and indemnification holdbacks. The Rollover Share Price is equal to the volume-weighted average price per share of the Class A common stock for the 20 trading days ending on (and including) the third trading day preceding the closing of the transaction, provided the Rollover Share Price shall not be less than $2.00 nor greater than $3.00 (subject to adjustment for any stock split, stock dividend, recapitalization or similar event). 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.

August 5, 2026, we issued 585,365 shares to Kips upon conversion of 1,000 shares of Series A 10% Convertible Preferred Stock at a conversion price of $2.05. On August 13, 2026, Kips converted 1,000 shares of Series A 10% Convertible Preferred Stock into 585,365 shares of Class A Common Stock at a conversion price of $2.05. The issuance of the shares of Class A Common Stock was exempt from registration under Section 3(a)(9) of the Securities Act.

August 13, 2026, an Lendspark Corporation submitted a conversion notice to convert $150,000 of outstanding principal and accrued interest into 126,957 shares of Class A Common Stock at a conversion price of $1.18 per share. That conversion was rescinded on August 18, 2026, and was not completed. On August 31, 2026, Lendspark Corporation submitted a conversion notice to convert $115,000 of outstanding principal and accrued interest into 125,272 shares of Class A Common Stock at a conversion price of $0.92 per share.

August 31, 2026 and October 9, 2026, Kips converted shares of Series A Preferred Stock into an aggregate of 4,699,457 shares of the Company's Class A Common Stock. In addition, on September 4, 2026, the Company issued 834,782 shares of Class A Common Stock to Kips as extension shares in connection with the Series A Preferred Stock.

September 1, 2026 and September 22, 2026, Vanquish Funding Group Inc. ("Vanquish") converted portions of its outstanding convertible promissory notes, dated February 23, 2026 and March 17, 2026, in the original principal amount of $316,250 and 238,050, into an aggregate of 866,298 shares of the Company's Class A Common Stock at conversion prices ranging from $0.81 to $0.64. Additionally, on September 2, 2026, September 9, 2026 and October 6, 2026 the Company entered into two securities purchase agreements agreeing to issue to Vanquish additional convertible notes in the principal amounts of $266,800 each.

September 18, 2026, the Company issued 1,000 shares of Class A Common Stock to Catalyst Global LLC as compensation for services rendered to the Company.

securities described above were issued pursuant to exemptions from registration under the Securities Act, including Section 4(a)(2) of the Securities Act, Section 3(a)(9) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder. No underwriters were involved, and no underwriting discounts or commissions were paid, in connection with the foregoing issuances.

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.

issuance of shares will be effected in reliance upon exemptions from registration under the Securities Act, including Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

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Business Combination Agreement, dated as of November 15, 2022, by and among Chavant, Merger Sub and Mobix Labs, Inc. (included as Annex A-1 to the proxy statement/prospectus, which is a part of the Company's Registration Statement on Form S-4 filed on November 13, 2023, and incorporated herein by reference).

Amendment No. 1 to the Business Combination Agreement, dated as of April 7, 2023, by and among Chavant, Merger Sub and Mobix Labs, Inc. (included as Annex A-2 to the proxy statement/prospectus, which is a part of the Company's Registration Statement on Form S-4 filed on November 13, 2023, and incorporated herein by reference).

Amendment No. 2 to the Business Combination Agreement, dated as of November 26, 2023, by and among Chavant, Merger Sub and Mobix Labs, Inc. (incorporated by reference to Exhibit 2.1 to Chavant's Current Report on Form 8-K filed on November 30, 2023).

Amendment No. 3 to the Business Combination Agreement, dated as of February 12, 2024, by and among Mobix Labs, Inc. and Mobix Labs Operations, Inc. (incorporated by reference to Exhibit 2.4 to the Registrant's Registration Statement on Form S-1 (File No. 333.278451), filed with the SEC on April 2, 2024).

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Description of Securities (incorporated by reference to Exhibit 4.9 to Mobix Labs, Inc.'s Annual Report on Form 10-K filed on December 26, 2024).

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Mobix Labs, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 28, 2023).

Labs, Inc. 2023 Equity Incentive Plan (as amended).

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Form of Cancellation and Termination Agreement between Mobix Labs, Inc. and certain RSU holders (included as Exhibit 10.20 to the proxy statement/prospectus, which is a part of the Company's Registration Statement on Form S-4 filed on November 13, 2023, and incorporated herein by reference).

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Subscription Agreement, dated December 19, 2023, by and among Chavant Capital Acquisition Corp., Mobix Labs, Inc. and Chavant Capital Partners LLC (incorporated by reference to Exhibit 10.1 to Mobix Labs, Inc.'s Current Report on Form 8-K on December 26, 2023).

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Sponsor Letter Agreement, dated December 20, 2023, by and among Chavant Capital Acquisition Corp., Mobix Labs, Inc. and Chavant Capital Partners (incorporated by reference to Exhibit 10.3 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 26, 2023).

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Non-Redemption Agreement, dated December 20, 2023, by and among Chavant Capital Acquisition Corp., Mobix Labs, Inc. and a shareholder of Chavant (incorporated by reference to Exhibit 10.7 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 26, 2023).

Non-Redemption Warrant, dated December 20, 2023, between Mobix Labs, Inc. and a shareholder of Chavant (incorporated by reference to Exhibit 10.8 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 26, 2023).

Amendment to Business Combination Marketing Agreement, dated December 21, 2023, by and among Chavant, Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.29 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 28, 2023).

Common Stock Purchase Agreement, dated as of March 18, 2024, by and between Mobix Labs, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on March 19, 2024).

Registration Rights Agreement, dated as of March 18, 2024, by and between Mobix Labs, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on March 19, 2024).

Business Combination Agreement, dated as of May 8, 2024, by and among Mobix Labs, Inc, RaGE Systems, Inc and Mobix Merger Sub III, LLC (incorporated by reference to Exhibit 99.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on May 14, 2024).

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Amended and Restated Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and Frederick Goerner dated as of April 11, 2025 (incorporated by reference to Exhibit 10.2 to Mobix Labs, Inc.'s Quarterly Report on Form 10-Q filed on May 15, 2025) 10.40# 10.31# Restricted Stock Unit Award Agreement by and between Mobix Labs, Inc. and David Aldrich dated as of April 10, 2025 (incorporated by reference to Exhibit 99.3 of the Registrant's Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

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and Restated Restricted Stock Award Agreement by and between Mobix Labs, Inc. and Fabrizio Battaglia dated as of May 5, 2025 (incorporated by reference to Exhibit 10.6 to Mobix Labs, Inc.'s Quarterly Report on Form 10-Q filed on May 15, 2025).

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2023 Equity Incentive Plan (As Amended) (incorporated by reference to Exhibit 99.11 of the Registrant's Registration Statement on Form S-8 (File No. 333-286200), filed with the SEC on March 28, 2025).

Retirement and Release Agreement, by and among Mobix Labs, Inc. and Fabrizio Battaglia, dated as of July 25, 2025 (incorporated by reference to Exhibit 10.46 to the Registrant's Amendment No. 1 to the Registrant's Registration on Form S-1).

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on September 4, 2025).

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Agreement and Plan of Merger dated July 24, 2026 by and between Mobix Labs, Inc., Mobix Merger Sub X, Inc., Mobix Merger Sub XI, LLC, Vision Aerial, Inc. and the shareholder representative named therein (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 18, 2026).

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Employment Agreement dated September 11, 2026 by and between Mobix Labs, Inc. and Philip Sansone.

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KNOW ALL PERSONS BY THESE

to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on August 28, October 30, 2026.

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

to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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/s/ Frederick Goerner

*Pursuant to power of attorney