Mobix Labs: securities offering

Cover page 90 changes

Washington, D.C. 20549

REGISTRATION STATEMENT UNDER

Incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

Identification Number)

15420 Laguna Canyon Road, Suite 100

Irvine, California 92618

15420 Laguna Canyon Road, Suite 100

Irvine, California 92618

Copies of all communications, including communications sent to agent for service, should be sent to:

Laurie L. Green, Esq.

Greenberg Traurig, LLP

From time to time after this registration statement becomes effective

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SUBJECT TO COMPLETION, DATED AUGUST 26, 2024

UP TO 8,834,533 SHARES OF CLASS A COMMON STOCK

Pursuant to this prospectus, the selling stockholders identified herein (the "Selling Stockholders") are offering on a resale basis an aggregate of up to 8,834,533 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock"), consisting of (a) up to an aggregate of 2,877,698 shares of Common Stock that are issuable upon exercise of an unregistered long -term warrant (the "Series A Common Warrant"), (b) up to an aggregate of 2,877,698 shares of Class A Common Stock that are issuable upon exercise of an unregistered short -term warrant (the "Series B Common Warrant," and together with the Series A Common Warrant, the "PIPE Common Warrants"), and (c) up to an aggregate of 2,877,698 shares of Common Stock that are issuable upon exercise of an unregistered pre -funded warrant (the "Pre -Funded Warrant") in each of cases of (a) through (c), purchased pursuant to a securities purchase agreement by and between us and a Selling Stockholder, dated July 22, 2024 (the "July 2024 Purchase Agreement"), and (d) up to 201,439 shares of Common Stock that are issuable upon the exercise of certain private placement warrants (the "Placement Agent Warrants", together with the Series A Common Warrant, the Series B Common Warrant, and the Pre -Funded Warrant, the "Warrants") issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the "Placement Agent") pursuant to an engagement letter in connection with the Purchase Agreement and the offering contemplated thereunder.

As filed with the Securities and Exchange Commission on August 26, 2024 May 21, 2025

SECURITIES AND EXCHANGE COMMISSION

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter )

(State or other jurisdiction of

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices )

President and Chief Financial Officer

(Name, address, including zip code, and telephone number, including area code, of agent for service )

Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

Securities Act of 1933, check the following box. ☒

If this Form is filed to registered register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

If Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

August 12, 2024, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-281492), as amended by Amendment No.

1 filed on August 26, 2024, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the "SEC")

on August 28, 2024 (as supplemented by the Prospectus Supplement No. 1 dated November 29, 2024 (the "Initial Registration Statement").

to Rule 429 under the Securities Act of 1933, this Registration Statement also constitutes a post-effective amendment to the Initial

Registration Statement (the "Post-Effective Amendment"), and such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus relating to an aggregate 15,373,309 shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock") which are registered hereby including the 5,956,835 shares of Class A Common Stock previously registered on the Initial Registration Statement.

TO COMPLETION, DATED MAY 21, 2025

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary This prospectus is not an offer to sell these securities and does is not constitute the solicitation of offers soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TO 15,373,309 CLASS A COMMON STOCK

prospectus relates to the registration of the resale or other distribution by the Selling Stockholders named herein of up to 15,373,309 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock")

consisting of (a) up to an aggregate of 4,876,860 shares of Class A Common Stock that are issuable upon exercise of outstanding common warrants (the "Common Warrants") issued pursuant to a securities purchase agreement dated April 4, 2025 (the "April

2025 Purchase Agreement"), (b) up to an aggregate of 5,755,396 shares of Class A Common Stock that are issuable upon the exercise of Series A and Series B warrants (together the "Existing Warrants") issued pursuant to a securities purchase agreement dated

July 22, 2024 ("July 2024 Purchase Agreement"), (c) up to 201,439 shares of Class A Common Stock that are issuable upon the exercise of warrants issued or issuable to designees of H.C. Wainwright & Co., LLC, ("HCW") as placement agent in connection with the July 2024 Purchase Agreement (d) up to 682,760 shares of Class A Common Stock that are issuable upon the exercise of warrants issued to designees of Roth Capital Partners, LLC ("Roth") as placement agent in connection with the April 2025 Purchase

Agreement and (e) up to 3,856,854 shares of Class A Common Stock (the "RaGE Shares") issued as consideration in connection with our acquisition of RaGE Systems, Inc. ("RaGE Systems"). We refer to the warrants issued to HCW and Roth as the "Placement

Agent Warrants." We refer to the Common Warrants, the Existing Warrants and the Placement Agent Warrants together as the "Warrants."

The Common Warrants, the Existing Warrants and the Placement Agent Warrants issued to Roth have an exercise price of $0.8202 per share and are exercisable upon the receipt of stockholder approval of the issuance of the shares of Class A Common Stock. The Placement Agent

Warrants issued to HCW are immediately exercisable and have an exercise price of $1.7375.

We will not receive any of the proceeds from the sale by the Selling Stockholders of shares of Class A Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 8,834,533 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately $8.4 $9.6 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. In addition, upon exercise of any of the Series A Common Warrant or the Series B Common Warrant, Existing Warrants, we will pay the Placement Agent HCW a cash fee equal to 7% 8% of the gross proceeds received from the exercise of the Series A Common Warrant or the Series B Common Warrant (including Existing Warrants (which includes a 1% management fee) and will also issue to the Placement Agent HCW (or its designees) additional Placement Agent Warrants to purchase a number of shares of Class A Common Stock equal to 7% of the aggregate number of shares of Class A Common Stock issued upon such exercise of the Series A Common Warrant or the Series B Common Warrant.

additional Placement Agent Warrants to purchase a number of shares of Class A Common Stock equal to 7% of the aggregate number of shares of Class A Common Stock issued upon such exercise of the Existing Warrants.

The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in the section entitled "Plan of Distribution" on page 104. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

Stock covered by this prospectus in the section entitled " Plan of Distribution " on page 88. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities.

The shares of Class A Common Stock are listed on the Nasdaq Stock Market LLC ("Nasdaq") and our public warrants (the "Public Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On August 23, 2024, the last sale price of the Class A Common Stock as reported on the Nasdaq was $1.06 per share and the last sale price of the Public Warrants as reported on the Nasdaq was $0.16 per Public Warrant.

Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On May 19,

2025, the last sale price of the Common Stock as reported on the Nasdaq was $0.8288 per share and the last sale price of the Public

Warrants as reported on the Nasdaq was $0.0999 per Public Warrant.

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

Common Stock as of May 16, 2025. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders, the shares would represent approximately 23% of the outstanding Class A Common Stock as of May 16,

The shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of August 22, 2024. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 22, 2024. 2025. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses (collectively, the "Additional Prospectuses"). The sale of the shares Class A Common Stock offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities.

We 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 "Prospectus Summary " Implications of being an Emerging Growth Company and Smaller Reporting Company ."

Investing in our securities involves certain risks, including those that are described in the section titled " Risk Factors beginning on page 10 of this prospectus. "

beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024. 2025.

1 unchanged paragraph

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

1 unchanged paragraph

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY OF THE PROSPECTUS

MARKET PRICE OF THE CLASS A COMMON STOCK AND DIVIDENDS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MOBIX LABS

and 10 more changes in the filing

MD&A 170 changes

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the related notes thereto included in this prospectus. Certain information included in this discussion contains forward -looking statements that involve numerous risks and uncertainties. Our actual results may differ materially from those projected or implied by the forward -looking statements. Forward -looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward -looking statements, which speak only as of the date hereof. See the sections titled "Risk Factors" and "Cautionary Note Regarding Forward -Looking Statements" for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward -looking statements. All amounts presented in this "Management's Discussion and Analysis of Financial Condition and Results of Operations of Mobix Labs" are in thousands, except numbers of shares and per share amounts.

Based in Irvine, California, we are a fabless semiconductor company developing disruptive wireless mmWave 5G and C -Band wireless solutions and delivering connectivity and electromagnetic filtering products for next generation communications systems supporting the aerospace, military, defense, medical and other markets requiring HiRel and HiRel products. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless mmWave 5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size, and cost. Our True Xero AOCs, which have been in production for several years and were acquired in the Cosemi acquisition, are designed to meet customer needs for high -quality active optical cable solutions at an affordable price. Our interconnect products, which were acquired in the EMI Solutions acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. Our wireless systems solutions, which we acquired in the acquisition of RaGE Systems, Inc., include products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. 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.

On December 21, 2023, we consummated the merger pursuant to the Business Combination Agreement.

We were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave wireless 5G products by designing and developing high performance, cost -effective , and ultra -compact semiconductor components and solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in diverse industry sectors, including aerospace, military, defense, medical and HiRel technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of our revenue for our integrated circuits and components by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

In 2021, we completed the acquisition of substantially all of the assets including intellectual property of Cosemi, an Irvine, California -based global supplier of high -speed connectivity solutions. Cosemi's intellectual property portfolio included a broad range of AOCs and optical engines that deliver optimal connectivity to a wide range of applications, including home entertainment, gaming, augmented reality and virtual reality, video conferencing, medical, mobile devices and monitors, among others. The acquisition of Cosemi built the foundation for our current connectivity business. We believe the patented cable technology and AOC optical chip solutions from Cosemi along with our innovative wireless semiconductor technologies provide more opportunities in the wireless C -Band and mmWave 5G market as the need for faster, more reliable data transmission becomes ever more apparent, whether it is for the data center, infrastructure, home entertainment or consumer electronics market.

July 2024 Private Placement

On July 24, 2024, we consummated the July 2024 Private Placement and issued a Pre -Funded Warrant to purchase up to 2,877,698 shares of Class A Common Stock, a Series A Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock and a Series B Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock to an accredited investor. The aggregate gross proceeds from the July 2024 Private Placement were approximately $4.0 million, before deducting the Placement Agent's fees and related offering expenses. We intend to use the net proceeds from the July 2024 Private Placement for working capital, for potential future acquisitions and operational expenses associated therewith. See "Summary of the Prospectus — Recent Developments — July 2024 Private Placement" for more information.

Acquisition of RaGE Systems Inc.

On May 21, 2024, we completed the previously announced acquisition of RaGE Systems pursuant to the RaGE Business Combination Agreement. RaGE Systems specializes in developing products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors.

Aggregate consideration for the acquisition of RaGE Systems consisted of 3,214,045 shares of Class A Common Stock, having a fair value of $7,682 at the closing date, and $2,000 in cash, of which $200 was payable on the closing date; $1,000 will be payable on November 15, 2024 and $800 will be payable on April 15, 2025. We also entered into employment agreements with each of the RaGE Systems stockholders. The RaGE Systems stockholders will also be entitled to receive possible earn -out payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of our Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with us. The RaGE Systems business combination agreement also provides the RaGE Systems stockholders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

Committed Equity Facility

On March 18, 2024, we entered into the B. Riley Purchase Agreement and B. Riley Registration Rights Agreement. Pursuant to the B. Riley Purchase Agreement, subject to the satisfaction of the conditions set forth therein, we will have the right, but not the obligation, to sell to B. Riley up to 9,500,000 of newly issued shares of our Class A Common Stock (subject to certain conditions and limitations contained in the Purchase Agreement), from time to time during the term of the B. Riley Purchase Agreement. However, the July 2024 Purchase Agreement prohibits us from selling shares of Class A Common Stock in variable rate transactions, which includes sales pursuant to the B. Riley Purchase Agreement, until the one year anniversary of the date the registration statement of which this prospectus forms a part is effective. See "Summary of the Prospectus — Recent Developments — Committed Equity Facility" for more information.

We accounted for the Merger as a reverse recapitalization. Under this method of accounting, Chavant is treated as the "acquired" company for financial reporting purposes. This determination was primarily based on holders of Legacy Mobix capital stock comprising a majority of the voting power of our common stock upon consummation of the Merger and having the ability to nominate the majority of our Board, Legacy Mobix's senior management comprising our senior management, and Legacy Mobix's operations comprising our ongoing operations. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Legacy Mobix with the Merger being treated as the equivalent of Legacy Mobix issuing shares for the net assets of Chavant, accompanied by a recapitalization. We recognized the net assets of Chavant as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Our operations prior to the Merger are presented as those of Legacy Mobix and the accumulated deficit of Legacy Mobix has been carried forward after Closing. All issued and outstanding securities of Chavant at the time of the Closing were treated as issuances of securities by us upon the consummation of the Merger.

As a result of the Merger, we raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant's trust account and the $19,750 private investment in public equity ("PIPE") at $10.00 per share of Class A Common Stock. Our Class A Common Stock and Public Warrants began trading on The Nasdaq Stock Market LLC under the symbols "MOBX" and "MOBXW", respectively, on December 22, 2023. When the market price for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants are "out of the money"), which it is at the time of this prospectus, we believe that warrant holders will be unlikely to exercise their Public Warrants.

Acquisition of EMI Solutions, Inc.

On December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We expect the acquisition of EMI Solutions to complement our existing product offerings, expand our customer base and allow us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 in cash. We valued the common stock at $8,856, based on the fair value of the Legacy Mobix common stock at the time of the acquisition. Additional details of our accounting for our acquisition of EMI Solutions are included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

To address our capital limitations and focus our use of cash on the completion of the Merger, which closed on December 21, 2023, and our acquisition of EMI Solutions, which closed on December 18, 2023, we reduced our headcount and temporarily furloughed approximately half of our employees on an unpaid basis since the beginning of the fourth quarter of fiscal year 2023. We also reduced our use of outside services and other costs and deferred discretionary expenditures. As a result of these actions, we reduced our operating expenses — mainly in research and development — for the three months and nine months ended June 30, 2024 compared to the comparable fiscal 2023 periods. In January 2024, we permanently reduced our headcount by approximately 35%, consisting of employees previously placed on temporary furlough.

Financing Activities

During the nine months ended June 30, 2024, we had additional financing activity, principally consisting of the issuance of promissory notes, convertible notes and Legacy Mobix common stock. See "Liquidity and Capital Resources," below, and our unaudited condensed consolidated financial statements for further details.

COVID-19 Pandemic, Supply Chain Disruptions and Impact of Inflation

The COVID -19 pandemic has caused, and may continue to cause, a disruption and restrictions on our ability to travel, temporary closures of our office buildings and the facilities of our customers or suppliers, cancellations or modification of events, and disruptions at our manufacturers and suppliers located in Vietnam, Taiwan and China, including the COVID -19 lockdown in Shanghai in the first half of 2022 that led to substantial delays in our supply chain in China. We have experienced delays in shipments and product launches that have negatively impacted our sales and operating results relating to our connectivity business, and any future delays, due to pandemics or otherwise, could have a materially negative effect in the future. We also experienced a decline in revenue for the year ended September 30, 2023 due to a decrease in product sales resulting from supply chain constraints that limited our ability to meet demand from our largest customer. In addition, the COVID -19 lockdown in Vietnam triggered operational and solvency challenges for our Vietnamese manufacturer beginning in the first half of calendar year 2023. In response, we transitioned to higher cost manufacturers in Taiwan in July 2023 to ramp up production. However, this shift has resulted, and will continue to result in, lower margins than expected.

To help mitigate the COVID -19 related disruptions at our contract manufacturers and suppliers where we experienced a delay in our supply chain to support our orders, we used higher cost shipping and manufacturing alternatives. Additional COVID -19 disruptions limited our supply availability, forcing us to move to less cost -effective components and materials. The higher cost shipping and manufacturing alternatives and components and materials resulting from supply chain disruptions negatively impacted our gross margin more than we anticipated in our outlook for our business. These constraints continue to exist and are expected to continue to materially impact our gross margin percentage. We are continuing to implement operational measures to minimize the turnaround time in fulfilling our orders. We are also currently designing and plan to introduce lower cost products as alternatives with more competitively priced components, aiming to maintain performance standards. However, there can be no assurance that these efforts will be sufficient to offset the negative impact of supply chain disruptions on our gross margin and net loss.

In addition to general levels of inflation that we have experienced, we are also subject to risk of specific inflationary pressures due to the expected continuing impacts of the COVID -19 pandemic and related global supply chain disruptions, including increases in commodity prices for materials and components and shipping costs that have had a negative impact on our gross margin. If inflation remains high or increases, our gross margin and results of operations will be further negatively impacted. To mitigate the effect of inflation, as described above, we are designing and plan to introduce lower cost products as alternatives with more competitively priced components, aiming to maintain performance standards. In addition, we have qualified another Taiwanese manufacturer for our connectivity products to foster competition among our manufacturers. However, there can be no assurance that these efforts will be sufficient to offset the negative impact of inflation on our gross margin and net loss.

Results of Operations

Comparison of the Three Months and Nine Months Ended June 30, 2024 and June 30, 2023 (dollars in thousands) Three months ended June 30, Change 2024 2023 $ % Net revenue $ 2,058 $ 1,978 2,473 % Costs and expenses Cost of revenue 1,327 1,042 % Research and development 1,369 3,159 (1,790 ) (57 )% Selling, general and administrative 8,710 6,375 2,335 % Loss from operations (9,348 ) (9,739 ) (4 )% Interest expense (182 ) (59 )% Change in fair value of earnout liability (661 ) — (661 ) Nm Change in fair value of PIPE make-whole liability — Nm Change in fair value of private warrants (68 ) — (68 ) Nm Change in fair value of SAFEs — (30 ) (100 )% Other non-operating losses, net — Nm Loss before income taxes (9,184 ) (10,018 ) (8 )% Income tax benefit (1,505 ) (14 ) (1,491 ) Nm Net loss and comprehensive loss $ (7,679 ) $ (10,004 ) $ 2,325 (23 )% ____________ "nm" indicates amount is not meaningful.

(dollars in thousands)

Research and development

Selling, general and administrative

Loss from operations

Change in fair value of earnout liability

Change in fair value of PIPE make-whole liability

Change in fair value of private warrants

Change in fair value of SAFEs

Merger-related transaction costs expensed

Other non-operating losses, net

Loss before income taxes

Provision (benefit) for income taxes

Net loss and comprehensive loss

"nm" indicates amount is not meaningful.

We derive our net revenues primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the three months and nine months ended June 30, 2024 and 2023). Sales and other taxes we collect, if any, are excluded from net revenue. Our net revenue fluctuates based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competitor price offerings, global economic conditions, and other factors.

Our net revenue was $2,058 for the three months ended June 30, 2024 compared to $80 for the three months ended June 30, 2023, an increase of $1,978. The increase principally reflects the addition of sales of our interconnect products, which we acquired in our December 2023 acquisition of EMI Solutions, and wireless systems solutions, which we acquired in our May 2024 acquisition of RaGE Systems. The increase also includes higher sales of AOCs, which reflects the comparison against the quarter ended June 30, 2023, where our sales of AOCs were adversely affected by supply chain constraints that limited our ability to fulfill customer orders.

For the nine months ended June 30, 2024 our net revenue was $3,488 compared to $791 for the nine months ended June 30, 2023, an increase of $2,697 or 341%. The increase principally reflects the addition of sales of interconnect products, which we acquired in our December 2023 acquisition of EMI Solutions, and wireless systems solutions, which we acquired in our May 2024 acquisition of RaGE Systems.

Cost of revenue includes costs of materials, contract manufacturing services for the assembly, testing and shipping products, inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product -related costs. Cost of revenue also includes employee compensation and benefits (including stock -based compensation) of employees engaged in the engineering services or the sourcing of products, facility costs and depreciation.

Cost of revenue was $1,327 for the three months ended June 30, 2024 compared to $285 for the three months ended June 30, 2023, an increase of $1,042 or 366%. The change principally reflects the addition of sales of our interconnect products and wireless systems solutions as discussed above, as well as higher sales volume in our AOCs.

Cost of revenue was $2,608 for the nine months ended June 30, 2024 compared to $1,188 for the nine months ended June 30, 2023, an increase of $1,420 or 120%. The change principally reflects the addition of sales of our interconnect products and wireless systems solutions as discussed above.

Research and Development Expenses

Research and development expenses represent costs of our product design and development activities, including employee compensation and benefits (including stock -based compensation), outside services, design tools, supplies, facility costs, depreciation and amortization of acquired developed technology. We expense all research and development costs as incurred.

Research and development expenses were $1,369 for the three months ended June 30, 2024 compared to $3,159 for the three months ended June 30, 2023, a decrease of $1,790 or 57%. The decrease principally reflects lower employee compensation and benefits, lower costs for outside services and lower stock -based compensation expense resulting from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

Research and development expenses were $4,328 for the nine months ended June 30, 2024 compared to $9,209 for the nine months ended June 30, 2023, a decrease of $4,881 or 53%. The decrease principally reflects lower employee compensation and benefits, lower costs for outside services and lower stock -based compensation expense resulting from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include employee compensation and benefits (including stock -based compensation) of executive and administrative staff including human resources, accounting, information technology, sales and marketing, outside professional and legal fees, insurance, advertising and promotional programs, travel and entertainment, and facility costs.

Selling, general and administrative expenses were $8,710 for the three months ended June 30, 2024 compared to $6,375 for the three months ended June 30, 2023, an increase of $2,335 or 37%. The increase principally reflects higher costs for outside services, the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024, higher costs of insurance as a publicly traded company and an $897 charge for estimated amounts payable under the RaGE Earn -out in connection with our acquisition of RaGE Systems. These increases were partly offset by lower employee compensation and benefits and lower stock -based compensation expense.

Selling, general and administrative expenses were $31,731 for the nine months ended June 30, 2024 compared to $21,198 for the nine months ended June 30, 2023, an increase of $10,533 or 50%. The increase principally reflects higher stock -based compensation expense and increased costs for outside services and insurance. The increase also reflects the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024 and an $897 charge for estimated amounts payable under the RaGE Earn -out in connection with our acquisition of RaGE Systems. The increase in stock -based compensation expense principally related to certain awards whose vesting is contingent on both the completion of the Merger and the satisfaction of a service condition. Prior to the Merger, we did not recognize any expense for these awards because completion of the Merger and vesting of the awards was not probable. Upon completion of the Merger, we concluded that the vesting of these awards was probable, and we recognized stock -based compensation expense of $17,361 for the portion of the service period that had elapsed from the date of the awards through June 30, 2024. This charge was partly offset by a $2,242 reduction of stock -based compensation expense we recognized in connection with the modification of a portion of these RSUs in connection with a separation of employment. We expect to recognize the remaining $30,141 cost of these awards ratably over the period through their vesting dates, which extend to December 2027.

Interest expense consists of cash and non -cash interest related to our related and unrelated party promissory notes, notes payable and convertible notes.

Interest expense was $127 for the three months ended June 30, 2024 compared to $309 for the three months ended June 30, 2023, a decrease of $182 or 59%. The decrease principally reflects higher costs in the three months ended June 30, 2023 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings.

Interest expense was $1,232 for the nine months ended June 30, 2024 compared to $1,186 for the nine months ended June 30, 2023, an increase of $46 or 4%.

Change in Fair Value of Earnout Liability

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

We estimated the fair value of the earnout liability as of the Closing of the Merger at $33,559. As of June 30, 2024, none of the conditions for the issuance of any earnout shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $2,960. As a result of the decrease in the liability subsequent to the Closing, we recognized non -cash gains of $661 and $30,599, respectively, for the three months and nine months ended June 30, 2024. The decrease in the estimated fair value of the earnout liability was principally due to the decrease in price of our Class A Common Stock between the Closing and June 30, 2024.

The fair value of the earnout liability is based on a number of factors, including changes in the market price of our Class A Common Stock. We have experienced significant fluctuations in the market price of our Class A Common Stock in the period subsequent to the Closing, and may experience significant fluctuations in the future. Such price fluctuations will increase or decrease the value of the earnout liability, and we may be required to recognize additional losses or gains in our statements of operations and comprehensive loss, the amounts of which may be substantial.

Change in Fair Value of PIPE Make-Whole Liability

In connection with the Merger, we agreed to issue additional shares of our Class A Common Stock to the holders of 2,454,737 shares of our Class A Common Stock in the event that the volume -weighted average price per share of our Class A Common Stock during a specified period is less than $10.00 per share. In such a case, we would be obligated to issue up to 1,052,030 additional shares of our Class A Common Stock. We account for the Make -Whole Shares as liability -classified instruments because the events that determine the number of Make -Whole Shares we will be obligated to issue are not solely indexed to our common stock and we remeasure the PIPE make -whole liability to its estimated fair value at the end of each reporting period. Additional information relating to the PIPE make -whole liability can be found in Note 3 of the notes to our unaudited condensed consolidated financial statements included herein.

As of June 30, 2024, the PIPE make -whole liability had not been settled and we adjusted the carrying amount of the make -whole liability to its estimated fair value of $1,949. As a result of the changes in the estimated fair value of the liability subsequent to the Closing, we recognized a non -cash loss of $310 for the three months ended June 30, 2024 and a non -cash gain of $122 for the nine months ended June 30, 2024. Future fluctuations in the market price of our Class A Common Stock will increase or decrease the value of the PIPE make -whole liability, and we may be required to recognize additional losses or gains in our statements of operations and comprehensive loss, the amounts of which may be substantial.

Change in Fair Value of Private Warrants

In connection with the Merger, we assumed 3,000,000 private warrants (the "Private Warrants") originally issued by Chavant. Each warrant, as adjusted, entitles the holder to purchase one share of our Class A Common Stock at a price of $5.79 per share. The Private Warrants are exercisable at any time commencing thirty days after the completion of the Merger and terminating five years after the completion of the Merger.

We concluded that the Private Warrants do not meet the derivative scope exception because they contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed -for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to our stock and must be classified as a liability. At the time of Closing, we estimated the aggregate fair value of the Private Warrants and recognized a liability of $150. As of June 30, 2024, the Private Warrants remained outstanding, and we adjusted the carrying amount of the liability to its estimated fair value of $562. As a result of the changes in the estimated fair value of the liability subsequent to the Closing, we recognized a non -cash gain of $68 for the three months ended June 30, 2024 and a non -cash loss of $412 for the nine months ended June 30, 2024. Future fluctuations in the market price of our Class A Common Stock and other factors may increase or decrease the value of the liability for the Private Warrants, and we may be required to recognize additional losses or gains in our statements of operations and comprehensive loss, the amounts of which may be substantial.

Change in Fair Value of SAFEs

We evaluated the SAFEs and concluded that the SAFEs are classified as liabilities in the condensed consolidated balance sheets. We initially recorded the SAFEs at their fair value and remeasured the SAFEs to fair value at each subsequent reporting date. We estimated the fair value of the SAFEs immediately prior to the Merger was $1,522. In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into shares of our Class A Common Stock and the $1,522 fair value of the SAFEs was credited to equity, with no further gain or loss recognized.

For the three months ended June 30, 2024, we did not recognize any gain or loss from changes in the estimated fair value of the SAFEs because the SAFEs were no longer outstanding. For the three months ended June 30, 2023, the estimated fair value of the SAFEs decreased by $30, and we recognized a $30 non -cash gain. For the nine months ended June 30, 2024 and June 30, 2023, we recognized non -cash losses of $10 and $528, respectively, resulting from increases in the fair value of the SAFEs. As of June 30 2024, no SAFEs remain outstanding.

Other Non-Operating Losses, Net

For the three months ended June 30, 2024, other non -operating losses, net of $128 principally consisted of an increase in the estimated fair value of liability -classified warrants to purchase shares of our Class A Common Stock The warrants were exercised during the period and as of June 30, 2024 no liability -classified warrants were outstanding.

For the nine months ended June 30, 2024, other non -operating losses, net of $1,177 consisted of commitment and other fees of $1,575 payable under the committed equity facility, partly offset by non -cash gains of $400 on the change in the estimated fair value of liability -classified warrants to purchase shares of our Class A Common Stock. We did not recognize any other non -operating losses, net during the three months and nine months ended June 30, 2023.

Provision (Benefit) for Income Taxes

We account for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. We record a valuation allowance to reduce the carrying amounts of our deferred tax assets unless it is more likely than not that such assets will be realized.

For the three months and nine months ended June 30, 2024, we recognized an income tax benefit of $1,505 and $2,801, respectively. In connection with our acquisitions of EMI Solutions and RaGE Systems, we recognized additional deferred tax liabilities of $3,078 associated with acquired intangible assets. Based on the availability of these tax attributes, we determined that we expect to realize a greater portion of our existing deferred tax assets and for the three months and nine months ended June 30, 2024 we recognized income tax benefits of $1,507 and $2,803, respectively, principally resulting from reductions of the valuation allowance previously recorded against our deferred tax assets.

For the three months and nine months ended June 30, 2023, we did not recognize any tax benefit related to our pretax book losses of $10,004 and $32,536, respectively, because we did not expect that the deferred tax asset arising from our net operating losses would be realized in the future.

Comparison of the Year Ended September 30, 2023, and 2022 (in thousands) Year Ended September 30, Change 2023 2022 $ % Net revenue Product sales $ 1,224 $ 2,859 $ (1,635 ) (57 )% License revenue — (450 ) (100 )% Total net revenue 1,224 3,309 (2,085 ) (63 )% Cost and expenses Cost of revenue 1,620 2,852 (1,232 ) (43 )% Research and development 11,044 12,193 (1,149 ) (9 )% Selling, general and administrative 24,104 11,978 12,126 % Loss from operations (35,544 ) (23,714 ) (11,830 ) % Interest expense 3,355 3,012 % Change in fair value of SAFEs % Loss before income taxes (39,554 ) (24,140 ) (15,414 ) % Provision (benefit) for income taxes (273 ) (107 )% Net loss and comprehensive loss $ (39,621 ) $ (23,867 ) $ (15,705 ) % Net Revenue Total net revenue for the year ended September 30, 2023 was $1,224 compared to $3,309 for the year ended September 30, 2022, a decrease of $2,085, or 63%. The decrease in product sales resulted from supply chain constraints, including our capital liquidity constraints in our ability to prepay our suppliers as part of obtaining our inventory, that limited our ability to meet demand from our largest customer for the year ended September 30, 2023, relative to the year ended September 30, 2022. We are continuing to implement operational measures to minimize the turnaround time in fulfilling our orders.

During the year ended September 30, 2022, we granted a customer a perpetual, non -exclusive license to use certain of our patents and developed technology totaling $450 in license revenue. No similar activity was recorded for the year ended September 30, 2023.

Cost of revenue for the year ended September 30, 2023, was $1,620, compared to $2,852 for the year ended September 30, 2022, a decrease of $1,232, or 43%. Cost of revenue decreased primarily due to the decrease in net revenues for the year ended September 30, 2023, relative to the year ended September 30, 2022. In addition, we incur certain fixed costs such as amortization of intangible assets and occupancy costs. These fixed costs result in additional reductions in our margin as a percentage of our net revenue, when a decline in net revenue exists.

Research and Development Expense

and 90 more changes in the filing

Plan of distribution 85 changes

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors -in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

• ordinary brokerage transactions and transactions in which the broker -dealer solicits purchasers;

• block trades in which the broker -dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker -dealer as principal and resale by the broker -dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• settlement of short sales;

• in transactions through broker -dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.

Broker -dealers engaged by the Selling Stockholders may arrange for other brokers -dealers to participate in sales. Broker -dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker -dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker -dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker -dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker -dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker -dealer or other financial institution of securities offered by this prospectus, which securities such broker -dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker -dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker -dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner -of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption " Selling Stockholders ," from time to time, of up to an aggregate of 15,373,309 shares of Class A Common Stock.

We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class A Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

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

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

otherwise indicated or the context otherwise requires, all references to "Mobix," "Company," "Registrant," "we," "our," "ours" and "us" refer to Mobix Labs, Inc. and its subsidiaries. When we refer to "you" in this section, we mean all purchasers of the securities being offered by this prospectus and any accompanying prospectus supplement, whether they are the holders or only indirect owners of those securities.

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.

are also 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.

may choose to take advantage of some or all of these exemptions. We 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.

business is subject to numerous risks and uncertainties, including those highlighted in the section titled "risk factors," that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business.

In particular, the following risks, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of the class a common stock or public warrants and result in a loss of all or a portion of your investment:

related to our business and industry

are an early-stage company, and it remains difficult to evaluate our future prospects and the risks and challenges we may encounter.

cannot predict whether we will maintain revenue growth.

have incurred losses in the operation of our business and anticipate that our expenses will increase, potentially leading to continued losses from operations in the near future.

cannot assure you that we will achieve or maintain profitability and there is substantial doubt about our ability to continue as a going concern.

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

may fail to successfully acquire or integrate new businesses, products, and technology.

our customers are unable to achieve widespread market acceptance of their products which incorporate our products, we may not be able to generate the revenue necessary to support our business.

customers generally require our products to undergo a lengthy qualification process.

for our 5G semiconductor products are still developing and may not develop as expected.

we are unable to execute our growth strategies effectively, our business may be adversely affected.

markets for our semiconductor products and solutions are highly competitive.

products and solutions are subject to intense competition.

future success will depend on our ability to successfully introduce new products and solutions for our markets that meet the needs of our customers.

consolidation or vertical integration of our customers may adversely affect our financial results.

generate a substantial portion of our revenues from one customer and expect that we will generate revenue from a limited number of customers in the near future.

generally do not obtain long-term purchase commitments.

in our products or poor design and engineering solutions could adversely affect our business.

depend on third-party offshore manufacturers for producing several of our products.

and unfavorable global economic conditions could adversely affect our business.

we are unable to manage the growth of our operations, our performance may suffer.

failure to comply with the laws and regulations to which we are subject could have a material adverse effect on our business, prospects, financial condition and results of operations.

to trade policy, tariffs and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

future success depends on our ability to retain key employees and to attract qualified personnel.

identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition.

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

and defending against intellectual property or other types of litigation and administrative proceedings could cause us to spend substantial resources.

are subject to, and must remain in compliance with, laws and governmental regulations across various jurisdictions concerning the development and sale of our products.

are dependent upon our officers and directors, and their loss could adversely affect us.

of our potential customers may require us to comply with additional regulatory requirements.

could be adversely affected by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices.

intellectual property applications may not be issued or granted or may take longer than expected, which may have a material adverse effect on our ability to enforce our intellectual property rights.

depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our business.

are subject to state, federal and international privacy and data protection laws and regulations.

Related to Ownership of Our Securities

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

market price of our securities may be volatile.

equity research analysts do not publish research or reports, or if they publish unfavorable research or reports about our company, our stock price and its trading volume could decline.

are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

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

management has limited experience in operating a public company.

may become subject to securities or class action litigation.

anticipate that our stockholders will experience dilution in the future.

and 5 more changes in the filing

Forward-looking statements 66 changes

Certain statements in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference herein and thereto may constitute "forward -looking "forward-looking statements" for purposes of the federal securities laws. These forward -looking forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward -looking forward-looking statements, but the absence of these words does not mean that a statement is not forward -looking . Forward -looking forward-looking. Forward-looking statements in this prospectus and the documents we incorporate by reference into this prospectus may include, for example, statements about.

financial and business performance;

ability to regain compliance with listing rules of Nasdaq, as well as any decisions that we may make in order to regain compliance;

intent to pursue acquisitions of companies and technologies;

• changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

• expectation regarding our ability to continue as a going concern and ability to obtain sufficient liquidity to meet our operating needs and satisfy our obligations;

impact of the acquisitions of EMI Solutions, Inc. ("EMI Solutions") and RaGE Systems, Inc. ("Rage Systems"), and any impact on our business and results of operations;

• the implementation, market acceptance and success of our products and technology in the wireless and connectivity markets and in potential new categories for expansion;

1 unchanged paragraph

• our estimated market and other industry projections;

• our ability to attract and retain talent and the effectiveness of our compensation strategies and leadership;

• the inability to maintain our listing of securities on Nasdaq;

• our reliance on a limited number of customers and retaining those customers;

• our opportunities and strategies for growth;

• competition in our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

• our ability to scale in a cost -effective cost-effective manner and maintain and expand our manufacturing and supply chain relationships;

• our expectation that we will incur substantial expenses and continuing losses and negative cash flows from operations for the foreseeable future;

• our expectations regarding reliance on a limited number of customers and efforts to diversify our customer base;

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

• general economic and socio -political socio-political conditions and their impact on demand for our technology and our on the supply chain on which we rely;

• future capital requirements and sources and uses of cash; and

• the outcome of any known and unknown litigation and regulatory proceedings.

These forward -looking forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward -looking forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we undertake no obligations to update forward -looking forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward -looking forward-looking statements. Some factors that could cause actual results to differ include:

inability to regain compliance with the Nasdaq listing standards;

• 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;

• the risk that we are unable to successfully commercialize our products and solutions, or experience significant delays in doing so;

• the risk that we may not be able to generate income from operations in the foreseeable future;

• the risks concerning our ability to continue as a going concern;

• the risk that we experience difficulties in managing our growth and expanding operations;

• the risk that we may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments;

• the risk that litigation may be commenced against us;

• the risk that our patent applications may not be approved or may take longer than expected, and we may incur substantial costs in enforcing and protecting our intellectual property;

ability to attract new customers and grow our customer base;

• the risk that the price of our securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which we operate, variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro -economic macro-economic and social environments affecting our business and changes in the combined capital structure; and • factors described under the heading " Risk Factors " below.

Should 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 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, further escalation in or the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in pertaining to the Middle East, and North Africa, and there may be additional risks that we consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. However, we encourage you to review our risk factors as set forth in the " Risk Factors " section on page 5 of this prospectus, in our annual report on Form 10-K for our fiscal year ended September 30, 2024, filed with the SEC on December 26, 2024 or in other periodic and current reports that we file with the 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. 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.

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

were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5G products by designing and developing high performance, cost-effective and ultra-compact semiconductor components and solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in diverse industry sectors, including aerospace, military, defense, medical and high reliability ("HiRel") technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property ("IP") portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies.

In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

2021, we completed the acquisition of substantially all of the assets including intellectual property of Cosemi, an Irvine, California-based global supplier of high-speed connectivity solutions. The acquired products and intellectual property included a broad range of AOCs and optical engines that deliver optimal connectivity to a wide range of applications-including home entertainment, gaming, augmented reality and virtual reality, video conferencing, medical, mobile devices and monitors-and built the foundation for our current connectivity business. We believe the patented cable technology and AOC optical chip solutions from Cosemi along with our innovative wireless semiconductor technologies provide more opportunities in the wireless C-Band and mmWave 5G market as the need for faster, more reliable data transmission becomes ever more apparent, whether it is for the data center, infrastructure, home entertainment or consumer electronics market.

December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets.

RaGE Systems Acquisition

May 21, 2024, we completed the acquisition of RaGE Systems. RaGE Systems designs, develops and manufactures wireless systems solutions, including products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. We believe the acquisition of RaGE Systems expands our expertise in wireless communications and will allow us to deliver solutions that address a wider variety of applications and markets.

Aggregate consideration for

the acquisition of RaGE Systems consisted of 3,214,045 shares of our Class A Common Stock having a fair value of $7,682 at the closing date, and $2,000 in cash. We also entered into employment agreements with each of the RaGE Systems stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders are entitled to receive possible earn-out payments of up to $8,000, payable in a combination of cash and shares of the Company's Class A Common Stock, based upon both (i) the attainment of certain financial targets measured over calendar years 2024 and 2025 and (ii) continued employment with the Company (the "RaGE Earn-out").

principal executive offices are located at 1 Venture, Suite 220, Irvine, CA 92618, and our telephone number at that location is (949) 808-8888. Our website address is https://www.mobixlabs.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

2024 Private Placement

July 22, 2024, we entered into the July 2024 Purchase Agreement with an institutional accredited investor (the "Investor") in connection with a private placement (the "2024 Private Placement"). Pursuant to the July 2024 Purchase Agreement, we issued an unregistered pre-funded warrant to purchase up to 2,877,698 unregistered shares of our Class A Common Stock. We also issued the Existing Warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock. We received gross proceeds from the 2024 Private Placement of $4 million, before payment of fees and expenses to the placement agent of $415,000. In August 2024, the Investor exercised the pre-funded warrant in full.

Existing Warrants are comprised of Series A warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series A Warrants") and Series B warrants to purchase up to 2,877,698 shares of Class A Common Stock (the "Series B Warrants") that have an exercise price of $0.8202. The Existing Warrants are exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Class A Common Stock issuable upon exercise of the Existing Warrants at an exercise price of $0.8202.

The Series A Warrants will expire on January 3, 2030 and the term of the Series B warrants which was originally set to expire on January 3, 2026, has been amended pursuant to the April 2025 Purchase Agreement and will now expire on April 3, 2026, as described in further detail below.

acted as the exclusive placement agent for us in connection with the 2024 Private Placement pursuant to an engagement letter, dated as of July 8, 2024, as amended on July 22, 2024, entered into by and between us and HCW (the "Engagement Letter"). As compensation in connection with the 2024 Private Placement, we paid HCW a cash fee equal to 7.0% of the gross proceeds of the 2024 Private Placement, a management fee equal to 1.0% of the gross proceeds of the 2024 Private Placement and non-accountable expenses in the amount of $85,000.

In addition, pursuant to the Engagement Letter, we issued warrants to HCW granting HCW the right to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our Class A Common Stock underlying the Existing Warrants). These warrants became exercisable on beginning on the effective date of stockholder approval, which was obtained on January in accordance with the Engagement Letter, upon exercise for cash of the Existing Warrants, we are obligated to pay HCW cash fees aggregating 8% of the gross exercise price and issue to HCW, warrants to purchase up to 201,439 shares of our Class A Common Stock (representing 7.0% of the aggregate number of such shares of our Class A Common Stock underlying the Existing Warrants).

April 4, 2025, we entered into the April 2025 Purchase Agreement with the Investor. Pursuant to the April 2025 Purchase Agreement, on April 7, 2025, we issued to the Investor, 3,850,000 shares of Class A Common Stock and a pre-funded warrant to purchase up to 1,026,860 shares of Class A Common Stock (the "Pre-Funded Warrant") in a registered direct offering priced at-the-market under Nasdaq rules (the "Registered Direct Offering"). The public offering price for each share was $0.8202 and the public offering price for each pre-funded warrant was $0.8201.

with the Registered Direct Offering, in a concurrent private placement (together with the Registered Direct Offering, the "2025 Offering"), we issued to the Investor the Common Warrants to purchase up to 4,876,860 shares of the Company's Class A Common Stock. The Pre-Funded Warrant has an exercise price of $0.0001 per share, is exercisable immediately and may be exercised at any time.

The Common Warrants are exercisable after stockholder approval of the issuance of the shares of Class A Common Stock underlying the Common Warrants and will expire five years after stockholder approval.

acted as the exclusive placement agent for us in connection with the 2025 Offering. The net proceeds we received from the 2025 Offering was $3.6 million, after payment of Roth's fees and expenses. As compensation for the 2025 Offering, we paid to Roth a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the 2025 Offering. In addition, we issued to Roth (or its designees) Placement Agent Warrants to purchase up to 682,760 shares of Class A Common Stock equal to 7.0% of aggregate number of Class A Common Stock issued in the 2025 Offering at an exercise price of $0.8202.

Placement Agent Warrants issued to Roth are exercisable upon receipt of stockholder approval, will expire on April 4, 2030, and are not transferable for 180 days (i.e. before October 1, 2025) beginning April 4, 2025 (the date of entering into the April 2025 Purchase Agreement).

connection with the 2025 Offering, we also amended the outstanding Existing Warrants, issued in connection with the 2024 Private Placement and reduced the exercise price of the Existing Warrants from $1.39 per share to $0.8202 per share. We also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

the April 2025 Purchase Agreement, we agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto until 60 days after the stockholder approval date, subject to certain exceptions. In addition, we agreed not to effect or enter into an agreement to effect any issuance of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock involving a variable rate transaction (as defined in the April 2025 Purchase Agreement) until August 29, 2025, subject to certain exceptions.

to the 2024 Private Placement, we entered into a registration rights agreement (the "July 2024 Registration Rights Agreement") and are offering pursuant to this prospectus the shares underlying the Existing Warrants pursuant to the July 2024 Registration Rights Agreement. Furthermore, pursuant to the April 2025 Purchase Agreement, we agreed to file a resale registration statement with the SEC by May 19, 2025 to register the resale of the Class A Common Stock issuable upon exercise of the Common Warrants. We are required to use commercially reasonable efforts to have such registration statement declared effective by the SEC by October 5, 2025.

may in the future seek additional equity or debt financing. While we may seek to raise additional capital, we cannot assure you that the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to our existing stockholders may result. The sale of a substantial percentage of the securities being offered pursuant to this prospectus, together with the sale of shares being offered pursuant to the Additional Prospectuses, or the perception that these sales could occur, may make it more difficult for us to issue additional equity financing on favorable terms, or at all. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our Class A Common Stock. If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders.

The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

December 21, 2023, we completed the Merger, pursuant to which we were renamed "Mobix Labs, Inc." As of the open of trading on December 22, 2023, the Class A Common Stock and Public Warrants of Mobix Labs, Inc., formerly those of Chavant, began trading on the Nasdaq Stock Market under the ticker symbols "MOBX" and "MOBXW," respectively.

principal executive offices are located at 1 Venture, Suite 220, Irvine, CA 92618, and our telephone number at that location is (949) 808-8888. Our website address is https://www.mobixlabs.com . Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

The offering 19 changes

28,334,303 shares (as of August 22, 2024).

2,254,901 shares (as of August 22, 2024).

We will not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Stockholders. Assuming the subsequent exercise of all of the Warrants for cash, we will receive an aggregate of approximately $8.4 million in gross proceeds from the exercise of the Warrants. However, no assurance can be given that the Warrants will ever be exercised. We intend to use any proceeds received by us from the cash exercise of the Warrants, if any, for working capital, potential future acquisitions of complementary businesses, products, services, or technologies, and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at this time. We will have broad discretion over the use of any proceeds from the exercise of the Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any Warrants. See "Use of Proceeds."

NASDAQ ticker symbols

"MOBX" and "MOBXW" for the Class A Common Stock and Public Warrants, respectively.

The number of shares of Class A Common Stock outstanding is based on 28,334,303 shares of Class A Common Stock as of August 22, 2024 and excludes (i) the 8,834,533 shares of Class A Common Stock offered by the Selling Stockholders that are issuable upon exercise of the Warrants and (ii) the following, in each case as of August 22, 2024, except as otherwise noted:

• 2,254,901 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock;

• 2,792,413 shares of Class A Common Stock issuable upon the exercise of outstanding options under the Legacy Mobix equity plans that were assumed in the Merger;

• 4,444,192 shares of Class A Common Stock issuable upon settlement of restricted stock units;

• 2,290,183 shares of Class A Common Stock reserved for future issuance under the 2023 Equity Incentive Plan and 858,935 shares of Class A Common Stock reserved for future issuance under the 2023 Employee Stock Purchase Plan;

• 12,361,995 shares of Class A Common Stock issuable upon exercise of outstanding warrants at exercise prices ranging from $0.01 to $5.79;

• 1,052,030 shares of Class A Common Stock issuable to certain investors if the volume weighted average price of the Class A Common Stock is below $10 following the registration of the resale of the investors' shares with the SEC; and • 3,500,000 shares of Class A Common Stock issuable as earnout shares (the "Earnout Shares") to certain Legacy Mobix stockholders and option holders based on the achievement of trading price targets during the seven -year earnout period (the "Earnout Period"). However, the Earnout Shares are not being registered pursuant to this prospectus.

The Selling Stockholders identified in this prospectus are offering on a resale basis a total of 8,834,533 15,373,309 shares of Class A Common Stock consisting of (a) 2,877,698 4,876,860 shares of Class A Common Stock that are issuable upon exercise of the Series A Common Warrant, Warrants, (b) 2,877,698 5,755,396 shares of Class A Common Stock issuable upon the exercise of the Series B Common Warrant, Existing Warrants, (c) 2,877,698 201,439 shares of Class A Common Stock that are issuable upon the exercise of the Pre -Funded Warrant, and Placement Agent Warrants (d) 201,439 682,760 shares of Class A Common Stock that are issuable upon the exercise of the Placement Agent Warrants and (e) 3,856,854 shares of Class A Common Stock issued as consideration in connection with our acquisition of RaGE Systems, as more fully described below.

Shares of Class A Common Stock offered by the Selling Stockholders

Up to 8,834,533 15,373,309 shares of Class A Common Stock.

Class A Common Stock outstanding

shares (as of May 16, 2025).

Class B Common Stock outstanding

shares (as of May 16, 2025).

Risk factors 266 changes

Risks Related to Mobix Labs' Business and Industry

• continue as a going concern;

• effectively manage our growth and business operations, including any continuing impacts of the COVID -19 pandemic on our business;

We may not achieve or generate sufficient income from operations to sustain ourselves. Various factors, including lack of demand for our wireless, 5G, connectivity, military, defense, and medical products, increasing competition, challenging macroeconomic conditions, regulatory changes, and other risks discussed herein, may contribute to substantial losses.

Estimates and forecasts contained in this prospectus concerning the markets of wireless and wired applications we believe our products and solutions can serve, are based on industry publications and reports or other publicly available information as well as our management's estimates and expectations. These estimates and forecasts involve a number of assumptions and limitations and are subject to significant uncertainty, and you are cautioned not to give them undue weight. While we believe our assumptions and the data underlying our estimates and forecasts are reasonable, these assumptions and estimates may not be correct, and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates and forecasts may prove to be incorrect.

These material weaknesses resulted in adjustments related to revenue, accrued expenses, general and administrative expenses, inventory, costs of products sold, the accounting for and classification of redeemable convertible preferred stock, founders preferred and common stock, stock -based compensation expense, other current assets, income tax expense and deferred tax liabilities, and related accounts to these adjustments, as well as the purchase price allocation for the business combination, in the annual audited financial statements as of and for the years ended September 30, 2022 and 2021 and adjustments related to stock -based compensation expense and accrued expenses and other current liabilities in the interim financial statements as of and for the three -months ended December 31, 2023, and adjustments related to the PIPE make -whole liability and the purchase price allocation for our business combination as of and for the three months and nine months ended June 30, 2024.

We have begun implementation of a plan to remediate the material weaknesses, which will result in significant future costs for the Company. Those remediation measures will include (i) hiring additional accounting and IT personnel to bolster its technical reporting, transactional accounting and IT capabilities; (ii) designing and implementing controls to formalize roles and review responsibilities and designing and implementing controls over segregation of duties; (iii) designing and implementing controls to identify and evaluate changes in our business and the impact on its internal control over financial reporting; (iv) designing and implementing controls over the proper authorization of transactions; (v) designing and implementing controls to identify, account for, and value non -routine , unusual or complex transactions; (vi) designing and implementing formal accounting policies, procedures and controls supporting our financial close process, including controls over account reconciliations and journal entries; (vii) designing and implementing controls over determining the appropriate grant date for stock options and evaluating the assumptions used within the Black -Scholes model; (viii) designing and implementing controls over the completeness and accuracy of the income tax provision and related disclosure; (ix) designing and implementing controls over the classification and presentation of accounts and disclosures in the financial statements and to ensure revenue transactions are recorded in the correct period; (x) implementing a more sophisticated IT system and (xi) designing and implementing IT general controls.

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

We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the development and sale of our products.

We are subject to state, federal and international privacy and data protection laws and regulations. Our failure to comply with these laws and regulations could have an adverse effect on our business, prospects, financial condition and results of operations.

We develop and sell products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where the products are manufactured and assembled, as well as the locations where the products are sold. Since we sell products internationally and intend to significantly increase our sales as we commercialize our semiconductor products, this will be a complex process that will require continuous monitoring of regulations and an ongoing compliance process to ensure that we, and our suppliers and manufacturers, are in compliance with all existing regulations. If there is an unanticipated new regulation that significantly impacts our use of various components or requires more expensive components, that regulation could materially adversely affect our business, results of operations and financial condition.

The shares being offered in this prospectus, together with the Additional Securities being offered pursuant to the Additional Prospectuses, represent a substantial percentage of our outstanding Class A Common Stock, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Class A Common Stock to decline significantly.

This prospectus relates to the offer and sale from time to time by the Selling Stockholders of up to 8,834,533 shares of Class A Common Stock issuable upon exercise of the Warrants issued in connection with the July 2024 Private Placement. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 22, 2024.

In addition to this prospectus, we have filed an additional prospectus (the "Resale Prospectus") that relates to the offer and sale from time to time by the Additional Sellers of (a) 19,905,953 shares of Class A Common Stock, which include up to (i) 5,646,701 shares of Class A Common Stock and up to 2,254,901 shares of Class A Common Stock issuable upon conversion of shares of Class B common stock that were issued as consideration to certain former stockholders of Legacy Mobix in the Merger (valued at $10.00 per share at the time of the Merger), (ii) 1,784,517 shares of Class A Common Stock subject to vesting or exercise of Legacy Mobix equity awards that were assumed in connection with the Merger (the "Equity Award Shares") with exercise prices ranging from $0.17 to $6.84 per share, (iii) 337,020 shares of Class A Common Stock subject to exercise of Legacy Mobix warrants that were assumed in connection with the Merger (the "Legacy Warrant Shares") with an exercise price of $0.01 per share, (iv) 1,975,000 shares of Class A Common Stock issued to certain investors (the "PIPE Investors") in private placements in connection with the Merger (the "PIPE Shares") at a cash price of $10.00, (v) 1,750,000 shares of Class A Common Stock (the "PIPE Warrant Shares") issued to the PIPE Investors with an exercise price of $0.01 per share, which, when combined with the purchase price of the PIPE Shares, results in a weighted average price for the PIPE Shares of $5.03 per PIPE Share, (vi) 1,341,369 shares of Class A Common Stock (the "Founder Shares") issued at a price of $0.0009 per share, (vii) 471,919 shares of Class A Common Stock (the "Sponsor PIPE Shares") that were issued to Chavant Capital Partners LLC (the "Sponsor") at a price of $10.00 per share and have been distributed to its members, (viii) 280,000 shares of Class A Common Stock (the "Advisor Shares") that were issued to the Representatives (as defined below) in lieu of cash fees and reimbursement of expenses pursuant to the Business Combination Marketing Agreement, dated as of July 19, 2021 (valued at $10.00 per share at the time of the Merger), (ix) an additional 1,052,030 Make -Whole Shares, and (x) 12,496 shares issued in settlement of litigation (the "Settlement Shares"), and (b) 3,000,000 Private Placement Warrants. The Resale Prospectus also relates to the issuance by us of up to (i) 6,000,000 Public Warrant Shares that are issuable by us upon the exercise of the Public Warrants sold as part of the units in the Chavant IPO at a price of $10.00 with each unit consisting of one Class A Ordinary Share of Chavant and three -quarters of one Public Warrant, and (ii) 3,000,000 shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants.

We have also filed the B. Riley Prospectus that relates to the offer and sale from time to time by B. Riley of up to 9,500,000 shares of Class A Common Stock, which we may elect in our sole discretion to issue and sell to B. Riley under the Purchase Agreement from time to time. Assuming the issuance of all of the shares being registered for resale pursuant to the B. Riley Prospectus, the securities would represent approximately 25.11% of the outstanding shares of Class A Common Stock as of August 22, 2024.

As of the date of this prospectus, the price at which our shares of Class A Common Stock trades is lower than the initial trading price of the shares sold pursuant to the Chavant IPO. Despite the differences in the trading price of our securities and the initial trading price of the securities of Chavant, certain of the Selling Securityholders may be incentivized to sell their shares because they may experience a positive rate of return on the securities that they purchased due to the differences in the purchase prices described in the preceding paragraph and the public trading price of our securities. Based on the closing price of our shares of Class A Common Stock of $1.00 as of August 22, 2024, upon the sale of our shares of Class A Common Stock, the Selling Securityholders, who obtained their offered securities at prices or values below the current market price, may experience a potential profit as follows: (i) the PIPE Investors and members of the Sponsor with respect to the sale of Sponsor PIPE Shares may experience a potential loss of up to $9.00 per share (based on the weighted average price at which the PIPE Shares were purchased), however they would receive a potential profit of up to $1.00 upon the sale of any Make -Whole Shares they receive, (ii) the members of the Sponsor and other holders of Founder Shares may experience a potential profit of up to $1.00 per share, (iii) the Legacy Mobix holders may receive a potential profit of up to $1.00 upon the sale of Equity Award Shares with respect to Equity Awards (less the applicable exercise price of between $0.17 to $6.84 per share), (iv) holders of Legacy Warrant Shares would receive a potential profit of up to $0.99, and (v) the Representatives would receive a potential loss of up to $5.09 per share upon the sale of the Advisor Shares. Based on the closing price of the Public Warrants of $0.199 as of August 22, 2024, upon the sale of the Private Placement Warrants, the members of the Sponsor may experience a potential loss of up to $5.59 per Private Placement Warrant. Other holders, including those that purchased securities in the Chavant IPO, may not experience a similar rate of return on the securities they purchased due to differences in the prices or values at which the Selling Stockholders described above were issued the securities they hold and the current trading price of the Class A Common Stock and the Public Warrants.

The shares of Class A Common Stock being offered for resale in this prospectus and the Additional Securities being offered for resale in the Additional Prospectuses represent approximately 167% of the total outstanding shares of our Class A Common Stock, a substantial percentage of the total outstanding shares of our shares of Class A Common Stock, as of August 22, 2024.

The sale of the Additional Securities being offered pursuant to the Additional Prospectuses, together with the sale of the shares held by the Selling Stockholders pursuant to this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our shares of Class A Common Stock.

During the Earnout Period, we may issue up to an aggregate of 3,500,000 additional shares of Class A Common Stock to certain holders. A significant decline in the public trading price of our shares of Class A Common Stock could result in no earnout triggering events occurring and no Earnout Shares being issued. If Earnout Shares are issued, the holders thereof may seek to sell some or all of Earnout Shares on or after an earnout triggering event, which sales or perception of potential sales could also depress the market price of our securities.

Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Closing, there was not a public market for the stock of Legacy Mobix.

• success of competitors;

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we are involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

An active trading market for our Class A Common Stock may not develop and you may not be able to sell your shares of Class A Common Stock.

Our management has limited experience in operating a public company.

We will require additional capital to fund our operations and growth. We may be unable to obtain such funds on attractive terms or at all, and you may experience dilution as a result.

We expect our capital expenditures to continue to be significant in the foreseeable future as we complete the designing and testing of, and launch, our wireless products and expand the sales of our connectivity products, and that our level of capital expenditures will be significantly affected by customer demand for our products and services. The fact that we have a limited operating history means we have limited historical data on the demand for our products and services. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those currently anticipated. We may need to seek equity or debt financing to finance a portion of our capital expenditures. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all.

While we will seek to raise additional capital, we cannot assure you that the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to our existing stockholders may result. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing. If we are unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, we may be required to reduce our operating expenditures, which could adversely affect our business prospects, or we may be unable to continue operations.

We 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.

Furthermore, notwithstanding the Beneficial Ownership Limitation pursuant to the July 2024 Purchase, so long as the registration statement of which this prospectus forms a part remains effective and usable, the Selling Stockholders may exercise the Pre -Funded Warrant and the PIPE Common Warrants from time to time, which represent approximately 24% of our currently outstanding shares of Class A Common Stock as of August 22, 2024, and may continuously resell some of all of the shares to the public market at any time and as needed to not exceed the Beneficial Ownership Limitation.

In addition to this prospectus, pursuant to the Amended and Restated Registration Rights and Lock -Up Agreement and other subscription agreements entered into in connection with the Closing, we filed a registration statement of which the Additional Prospectuses forms a part with the SEC to register for resale 19,905,953 shares of Class A Common Stock held by the Additional Sellers, including shares issued, or issuable, to the Representatives and their designees, certain equityholders of Chavant (collectively with the Sponsor and its members, the "Founder Equityholders") and certain equityholders of Mobix Labs (the "Legacy Mobix Holders" and, together with the Founder Equityholders and certain other holders, the "Holders"). Prior to the expiration or termination of the applicable provisions of the Amended and Restated Registration Rights and Lock -Up Agreement, the 12,141,466 Founder Shares and "Legacy Mobix Lock -up Shares" (as defined in the Amended and Restated Registration Rights and Lock -Up Agreement and, together with the Founder Shares, the "Lock -Up Shares") will be restricted from resale, which may reduce the public "float" of our Class A Common Stock, possibly making it difficult to maintain or obtain the quotation, listing or trading of our Class A Common Stock on a national securities exchange, and possibly having the effect of reducing the trading market for shares of our Class A Common Stock, which could adversely affect the price of shares of our Class A Common Stock.

At any time after the expiration of a lock -up period applicable to the Lock -Up Shares, the Additional Sellers, who beneficially own approximately 136% of our current outstanding Class A Common Stock as of August 22, 2024, will be able to sell some or all of such Lock -Up Shares pursuant to the Additional Prospectuses and at the same time as the Selling Stockholders are reselling shares pursuant to this prospectus.

• prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under the section titled "Cautionary Note Regarding Forward -Looking Forward-Looking Statements," you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Additionally, the risks and uncertainties described in this prospectus are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Related to Our Business and Industry

We are an early-stage company, and our limited operating history makes it remains difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have been focused on developing semiconductor products since our inception in 2020. Our recent acquisitions of RaGE Systems and EMI Solutions have expanded our operations to sales of connectivity products in 2021, and aerospace, military, defense, medical and other markets. in 2023. This limited operating history makes However, it remains difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include, but are not limited to, our ability to:

• continue to develop and commercialize our products;

• continue sales growth from our connectivity, aerospace, military, defense, medical and other products;

• forecast our revenue and budget for and manage our expenses;

• execute our growth strategies including through mergers and acquisitions;

• raise additional capital on acceptable terms to execute our business plan;

• attract new customers, retain existing customers and expand existing commercial relationships;

• compete successfully in the highly competitive industries in which we operate;

• plan for and manage capital expenditures for our current and future products, and manage our supply chain and supplier relationships related to our current and future products;

• comply with existing and new or modified laws and regulations applicable to our business in and outside the United States, including compliance requirements of U.S. customs and export regulations;

• anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

• maintain and enhance the value of our reputation and brand;

manage our growth and business operations;

• develop and protect intellectual property;

• maintain and enhance the security of our IT systems; system;

• hire, integrate and retain talented people at all levels of our organization;

• successfully defend our company in any legal proceeding that may arise and enforce our rights in any legal proceedings we may initiate; and • manage and mitigate the adverse effects on our business of any public health emergencies, natural disasters, widespread travel disruptions, security risks including IT security, data privacy, cyber risks, international conflicts, geopolitical tension and other events beyond our control.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this " Risks Related to Our Business and Industry " section, our business, financial condition, and results of operations could be adversely affected. Moreover, as we have limited historical financial data and operate in a rapidly evolving and highly competitive market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.

We cannot predict whether we will succeed in maintaining revenue growth, or when we will be able to generate income from operations.

We cannot predict whether we will succeed in maintaining revenue growth or when we will be able to generate income from operations. Our revenue has been, and may continue to be, adversely impacted if we are unable to obtain sufficient finished goods to fill customer orders and to maintain or increase our profit margins due to manufacturing limitations, replacement costs, and our capital constraints.

We have incurred losses in the operation of our business and anticipate that our expenses will increase, potentially leading to continued losses from operations in the near future. Moreover, we may not be able to achieve or generate sufficient income from operations to sustain ourselves.

inception, we have incurred operating losses and negative cash flows, primarily due to our ongoing investment in product development.

Since inception, we have incurred operating losses and negative cash flows, primarily due to our ongoing investment in product development. For the fiscal years ended September 30, 2023, 2024 and 2022, 2023, we incurred losses from operations of $35.5 $46.4 million and $23.7 $35.5 million, respectively and for the nine six months ended June 30, 2024 and 2023, March 31, 2025 we incurred losses a loss from operations of $35.2 million and $30.8 $22.5 million. respectively. As of June 30, 2024, March 31, 2025, we had an accumulated deficit of $92.9 $126.6 million. Since then, we have continued to incur losses from operations, and we expect this trend to persist, along with negative cash flows from operations, for the foreseeable future.

Mobix Labs addition, we may not achieve or generate sufficient income from operations to sustain itself. Mobix Labs ourselves. We may incur substantial losses for reasons, including lack of changes in demand for its wireless, 5G, connectivity, military, defense and medical our products, increasing competition, challenging macroeconomic conditions, regulatory changes and other risks discussed herein.

We cannot assure you that we will achieve or maintain profitability or that we will be able to continue as a going concern.

We believe that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations beyond the next approximately ninety days. We will need to raise additional working capital to continue our normal and planned operations. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. In addition, as a public company, we will continue to incur increased accounting, legal, and other expenses These expenditures will which make it necessary for us to continue to raise additional working capital. Our efforts to grow our business may be costlier than expected, and we may not be able to generate sufficient revenue to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays, and other unknown events. Accordingly, substantial doubt exists about our ability to continue as a going concern, and we cannot assure you that we will achieve sustainable operating profits as we continue to expand our business and otherwise implement our growth initiatives and strategies.

The financial statements included with the registration statement of which in this prospectus is a part have been prepared on a going concern basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and pay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. We plan to continue to provide for our capital needs through sales of our securities, issuance of debt, and/or related party advances. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

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

In the future, we will require additional capital to respond to technological advancements, competitive dynamics, customer demands, business opportunities, challenges, acquisitions, or unforeseen circumstances. We may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, we may also issue equity or equity -linked equity-linked securities to such current or potential customers or partners. For instance, We issued the shares offered by the Selling Stockholders pursuant to this prospectus and we entered into the B. Riley Purchase Agreement, pursuant to which B. Riley committed to purchase up to $100,000,000 of shares of our Class A Common Stock, subject to certain limitations and conditions set forth in the B. Riley Purchase Agreement. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through the issuance of equity or convertible debt or other equity -linked equity-linked securities, our existing stockholders could experience significant dilution. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

We may fail to successfully acquire or integrate new businesses, products, and technology, and we may not realize expected benefits, resulting in harm to the business.

We intend to continue growing our businesses, including through the acquisition of complementary businesses, products, or technologies rather than through internal development.

Identifying suitable acquisition candidates can be difficult, time -consuming , time-consuming, and costly, and we may not be able to identify suitable candidates or successfully complete identified acquisitions. In addition, completing an acquisition could divert our management and key personnel from our business operations, which could harm the business and affect financial results. Even if we complete an acquisition, we may not be able to successfully integrate newly acquired organizations, products, technologies, or employees into our operations or may not fully realize some of the expected synergies. An acquired company may have deficiencies in product quality, regulatory marketing authorizations or certifications, or intellectual property protections, which are not detected during due diligence activities or which are unasserted at the time of acquisition. It may be difficult, expensive, and time -consuming time-consuming for us to re -establish re-establish market access, regulatory compliance, or cure such deficiencies in product quality or intellectual property protection in such cases, which may have a material adverse impact on our business, financial condition, or results of operations.

If our customers are unable to achieve widespread market acceptance of their products which incorporate our products, we may not be able to generate the revenue necessary to support our business.

The following factors, among others, may affect the level of market acceptance of our products:

• the price of our customers' products;

• industry or user perceptions of the convenience, safety, efficiency and benefits of our products;

• the effectiveness of sales and marketing efforts of our independent sales representative organizations and distributors;

• the support and rate of acceptance of our products and solutions; and • regulatory developments.

If we are unable to achieve or maintain market acceptance of its products, and if our products do not win widespread market acceptance, our business may be significantly harmed.

and 191 more changes in the filing

Use of proceeds 9 changes

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Business 93 changes

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Management 170 changes

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Description of the securities 110 changes

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Principal stockholders 42 changes

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Related-party transactions 52 changes

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Financial statements 3 changes

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Notes to the financial statements 146 changes

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Note 1: Company Information 8 changes

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Note 2: Summary of Significant Accounting Policies 4 changes

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Note 3: Reverse Recapitalization 26 changes

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Note 4: Acquisitions 23 changes

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Note 5: Inventory 3 changes

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Note 6: Property and Equipment, net 12 changes

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Note 7: Intangible Assets, net 5 changes

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Note 9: Accrued Expenses and Other Current Liabilities 7 changes

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Note 10: Debt 24 changes

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Note 11: Fair Value Measurements 17 changes

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Note 14: Income Taxes 6 changes

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Note 15: Equity 30 changes

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Note 16: Warrants 20 changes

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Note 20: Geographical Information 4 changes

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Note 8: Goodwill 7 changes

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Note 14: Commitments and Contingencies 6 changes

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Note 19: Concentrations 8 changes

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Note 1: NATURE OF BUSINESS AND RECENT DEVELOPMENTS 5 changes

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Note 2: SIGNIFICANT ACCOUNTING POLICIES 3 changes

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Note 2: SIGNIFICANT ACCOUNTING POLICIES (cont.) 19 changes

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Note 5: LINE OF CREDIT 2 changes

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Note 6: LEASES 14 changes

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Note 7: RELATED PARTY TRANSACTIONS 6 changes

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Note 8: INCOME TAXES (cont.) 22 changes

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Note 10: EMPLOYEE RETENTION TAX CREDIT 1 change

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Note 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION 10 changes

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Note 3: PROPERTY AND EQUIPMENT 7 changes

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Note 4: ACCRUED EXPENSES 3 changes

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Note 6: LEASES (cont.) 16 changes

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Note 7: RELATED PARTY TRANSACTIONS (cont.) 2 changes

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Note 10: SUBSEQUENT EVENTS 137 changes

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