Mobix Labs: securities offering (amended)

Cover page 16 changes

filed with the Securities and Exchange Commission on May 21, August 6, 2025

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TO COMPLETION, DATED MAY 21, 2025

TO COMPLETION, DATED AUGUST 6, 2025

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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

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

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

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,

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

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

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 currently 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.

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Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On May 19, July 31,

2025, the last sale price of the Common Stock as reported on the Nasdaq was $0.8288 $0.883 per share and the last sale price of the Public

Warrants as reported on the Nasdaq was $0.0999 $0.104 per Public Warrant.

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Common Stock as of May 16, July 31, 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% 31% of the outstanding Class A Common Stock as of May 16, July 31, 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

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 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.

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Plan of distribution 1 change

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

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Forward-looking statements 10 changes

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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.

Aggregate consideration for the

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 over eight fiscal quarters, 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.

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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.

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 a current exercise price of $0.8202. The Existing Warrants became exercisable at the current exercise price of $0.8202 beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. 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.

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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).

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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.

The Common Warrants became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 and will expire on May 30, 2030.

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Placement Agent Warrants issued to Roth are became exercisable upon receipt beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 , and 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).

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addition to the April 2025 Offering described above, since March 31, 2025, we had additional financing activity to fund our operations, consisting of the issuance of $1,561,000 notes payable and agreements for the sale and purchase of future receipts of $1,000,000.

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The offering 4 changes

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shares (as of May 16, 2025).

shares (as of July 31, 2025).

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shares (as of May 16, 2025).

shares (as of July 31, 2025).

Risk factors 4 changes

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our Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum market capitalization (generally $35 million) and a minimum number of holders bid price of our listed securities (generally 400 public holders). $1.00 per share (the "Minimum Bid Price Requirement"). On April 28, 2025, we received a delinquency notification letter (the "MVLS "Notice") from Nasdaq's Listing Qualifications Staff (the "Staff") due to the non-compliance with Nasdaq Listing Rule 5550(b)(2) 5550(a)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities ("MVLS") of $35 million. In addition, on April 28, 2025, we received a delinquency notification letter the "Bid Price Notice", together with the MVLS Notice, the "Notices") from the Staff due to the non-compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a Minimum Bid Price of $1.00 per share (the "Minimum Bid Price Requirement. The Notices Notice stated that, as of their its date, the stock price of the Class A Common Stock was below $1.00 and our MVLS was below $35 million, in each case for 30 consecutive business days. The Notices have no immediate effect on the listing or trading of our shares of Class A Common Stock on Nasdaq. We have a period of 180 calendar days or until October 27, 2025 (the "Compliance Period"), from receipt of each of the Notices to regain compliance. If we are not in compliance with the Minimum Bid Price Requirement by October 27, 2025, we may qualify for a second 180 calendar day compliance period. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the second 180 calendar day period, or if we are not in compliance with the MVLS Requirement by October 27, 2025, our shares will be subject to delisting from Nasdaq. On May 20, 2025, the Company received a written notice from Nasdaq that the Company had regained compliance with the minimum MVLS requirement under Nasdaq Listing Rule 5550(b)(2).

The Notice has no immediate effect on the listing or trading of our shares of Class A Common Stock on Nasdaq. We have until October 27, 2025 to regain compliance. If we are not in compliance with the Minimum Bid Price Requirement by October 27, 2025, we may qualify for a second 180 calendar day compliance period. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the second 180 calendar day period our shares will be subject to delisting from Nasdaq.

are required to maintain a minimum market capitalization (generally $35 million) and a minimum number of holders of our listed securities (generally 400 public holders). On April 28, 2025, we received a delinquency notification letter (the "MVLS Notice") from the Staff due to the non-compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities ("MVLS") of $35 million. While we are currently in compliance with the MVLS requirement, there can be no assurance that we will continue to remain in compliance with this standard or the other listing standards of Nasdaq.

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of May 16, July 31, 2025, we have warrants outstanding, which are exercisable to purchase an aggregate of 18,088,400 21,458,386 shares of our Class A Common Stock for prices ranging from $0.01 to $5.79 per share (subject to adjustments as set forth in the applicable warrants).

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Use of proceeds 2 changes

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May 19, July 31, 2025, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $0.8288 $0.883 per share and $0.0999 $0.104 per warrant, respectively.

of May 16, July 31, 2025, there were 51,433,431 49,984,338 shares of Class A Common Stock outstanding held of record by 275 252 holders, 2,004,901 4,750,000 shares of Class B Common Stock outstanding held of record by 5 holders and Public Warrants to purchase 6,000,000 shares of Class A Common Stock outstanding held of record by 1 holder. The number of record holders does not include The Depository Trust Company participants or beneficial owners holding shares or Public Warrants through banks, brokers, other financial institutions or other nominees.

Dividend policy 5 changes

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acted as the exclusive placement agent for us in connection with the 2025 Offering. In the 2025 Offering, we received net proceeds of $3.2 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 also issued to Roth (or its designees) 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.

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 3,850,000 shares of Class A Common Stock and the Pre-Funded Warrant in a Registered Direct Offering (constituting part of the 2025 Offering). The public offering price for each share was $0.8202 and the public offering price for each pre-funded warrant was $0.8201. Simultaneous with the Registered Direct Offering, the Company conducted a private placement as part of the 2025 Offering and issued the Common Warrants to purchase up to 4,876,860 shares of our 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 became exercisable after beginning on the effective date of stockholder approval, which was obtained on May 30, 2025 and will expire on May 30, acted as the exclusive placement agent for us in connection with the 2025 Offering. In the 2025 Offering, we received net proceeds of $3.2 million, after payment of Roth's fees and expenses. As compensation for the issuance 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 also issued to Roth (or its designees) to purchase up to 682,760 shares of Class A Common Stock underlying the equal to 7.0% of aggregate number of Class A Common Warrants and will expire five years after stockholder approval. Stock issued in the 2025 Offering at an exercise price of $0.8202.

Placement Agent Warrants issued to Roth are became exercisable upon receipt beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, and 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).

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The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

Existing Warrants (comprised of Series A warrants and Series B warrants to purchase up to 2,877,698 shares of Class A Common Stock each) have an exercise price of $0.8202. The Existing Warrants are became 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 which was obtained on May 30, 2025, 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 above. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

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Legal proceedings 1 change

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July 3, 2024, plaintiff Manuchehr Neshat ("Neshat") filed a lawsuit against us in Orange County Superior Court. Neshat's lawsuit alleges a claim for breach of contract relating to principal and accrued interest owed to Neshat under a promissory note, and seeks $1,344,642.96 in damages, interest, attorneys' fees and costs of suit ("Note Action"). On July 16, 2024, Neshat filed a Demand for Arbitration against us, in which he claimed that we breached the terms of our April 27, 2023 Separation Agreement with him ("Severance Action"). On September 16, 2024, Neshat and 173122 Margin Trust Dated November 6, 2020 ("Neshat Trustee") filed a lawsuit against us (as well as Fabian Battaglia, Keyvan Samini, and James Peterson) in Orange County Superior Court, alleging claims for breach of contract, breach of contract (third party beneficiary), breach of the implied covenant of good faith and fair dealing, and breach of fiduciary duty ("Stock Restriction Action"). On October 11, 2024, all parties to the two lawsuits and one arbitration filed by Neshat/Neshat Trustee (the Note Action, Severance Action, and Stock Restriction Action) settled and fully resolved the three disputes by way of a global Settlement Agreement and Release. This settlement will not have a material impact on our results of operations or financial position as we have recognized a liability for the principal and interest under the promissory note on our consolidated balance sheet as of September 30, 2024 and 2023.

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Management 15 changes

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Executive Officer and Director

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Battaglia . Fabian Battaglia has served as our Chief Executive Officer since July 2020 and as a director since December 2023.

From April 2007 to May 2018, he also served as Senior Vice President of Microsemi, now Microchip Technology Inc., a technology company specializing in semiconductor and systems solutions for communications, defense and security, aerospace and industrial markets. Mr. Battaglia is currently taking a temporary medical leave of absence from his duties as Chief Executive Officer. Mr. Battaglia studied at Lawrence Technological University in Michigan, graduating with a Bachelor of Science in electrical engineering. We believe that Mr. Battaglia is qualified to serve as a member of the Board because of his familiarity with the industry.

Sansone . Philip Sansone was appointed as Interim Chief Executive Officer in April July 2025. Mr. Sansone, served as Interim Chief Executive Officer from April 2025 to July 2025 and as Vice President of Worldwide Sales at the Company from September 2021 to April 2025. Prior to his service at the Company, Mr. Sansone served as Vice President of Global Distribution at MaxLinear, a provider of radio frequency, analog, digital and mixed-signal integrated circuits, from April 2019 to September 2021. Mr. Sansone received his bachelor's degree in business administration from the New York Institute of Technology and brings decades of worldwide sales and distribution experience to the Company. We believe that Mr. Sansone is qualified to serve as a member of the Board because of his experience and familiarity with the industry.

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Carpou . William Carpou has served as a member of our Board since June 2021. Since May 2015, Mr. Carpou has served as the Chief Executive Officer of Octane OC, a Californian-based nonprofit dedicated to connecting people and resources to drive technology industry growth. Mr. Carpou studied at Villanova University, graduating with a Bachelor of Science degree in marketing. We believe that Mr. Carpou is qualified to serve as a member of the Board because of his background in sales and private equity, as well as his extensive experiences working in various senior executive positions.

Carpou . William Carpou has been a Board member since June 2021. He has served as the CEO of Octane, a technology accelerator in California focused on fostering technology industry growth and creating new companies and jobs in Orange County, since May 2015.

Prior to Octane, Mr. Carpou was the managing partner of TheGreyGroup where Kaplan Performance Solutions was their top client, RGIS (a Blackstone portfolio company), and Profit Recovery Partners. He also serves on the Board of Directors of Priveterra Acquisition Corp II, is Chairman of Octane Enterprise Solutions, the President's Advisory Council of Villanova University, and a member of the Chief Executive Roundtable at the University of California, Irvine. Additionally, he is the founding general partner of Visionary Ventures and Elevation Ventures. Mr. Carpou holds a Bachelor of Science degree in marketing from Villanova University.

His extensive experience in sales, private equity, and various senior executive positions, along with his philanthropic efforts, make him a valuable member of the Board.

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December 18, 2024, (i) March 3, 2025, Fabrizio Battaglia, Kurt Busch and William Carpou were elected to serve as Class I directors with a term expiring at the Company's 2025 2028 annual meeting of stockholders. (ii) On December 18, 2023, (i) David Aldrich, Frederick Goerner and Keyvan Samini were elected to serve as Class II directors with a term expiring at the Company's 2026 annual meeting of stockholders and (iii) (ii) Dr. Jiong Ma and James Peterson were elected to serve as Class III directors with a term expiring at the Company's 2027 annual meeting of stockholders. in each case, effective On December 21, 2023. On January 22, 2024, we and Dr. Ma entered into a Resignation and Release Agreement, pursuant to which Dr. Ma resigned from the Board as a director, effective January 22, 2024. We appointed Mr. Michael Long to serve as a Class III director of the Board for a term expiring at the 2027 annual meeting of stockholders. On July 25, 2025, Fabrizio Battaglia stepped down from his role as Director.

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Board is responsible for selecting the Chief Executive Officer and the Chairman of the Board; both of these positions may be held by the same person or by two separate individuals. Currently, Philip Sansone serves as the Interim Chief Executive Officer and James Peterson serves as the Chairman of the Board. The Board believes separating the positions of Chairman of the Board and Chief Executive Officer allows the Chief Executive Officer to focus on the Company's day-to-day business and operations, while allowing our Chairman to lead the Board in its fundamental role of providing advice to and oversight of management.

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Battaglia: Former Chief Executive Officer and Former Director

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Chief Executive Officer and Former Director

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Battaglia resigned as Chief Executive Officer and as a member of the Board on July 25, 2025.

His decision was not the result of a disagreement with the policies or actions of the Company's Board or management, but a personal decision to retire.

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connection with the execution of 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, and Mobix Labs, Inc. ("Legacy Mobix"), a Delaware corporation, on November 15, 2022, Mr. Battaglia entered into a binding Executive Employment Term Sheet, which amended the Battaglia Prior Employment Agreement. The Executive Employment Term Sheet was subsequently amended effective from March 26, 2023, the material terms of which are described below. Effective as of July 25, 2025, Mr. Battaglia retired as Chief Executive Officer and resigned as a member of the Board.

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Executive compensation 10 changes

Arrangements for our Former Chief Executive Officer and President and Chief Financial Officer are a party to an Employment Term Sheet with Mr. Battaglia, pursuant to which he serves served as our Chief Executive Officer with an initial term of two years, effective November 15, 2022. which will automatically renew for additional consecutive one-year terms unless either party provides the other party with 180 days' notice of the intent not to renew prior to the expiration of the applicable terms.

his Employment Term Sheet, Mr. Battaglia is was entitled to receive a base salary of $390,000 per year and is was also eligible to receive performance-based cash bonuses up to 100% of his base salary, the amount and terms of which shall be in the discretion of the Board. In addition, Mr. Battaglia will would be granted, on the first, second and third anniversaries of December 21, 2023, RSUs with respect to 333,333 shares of Class A Common Stock, which will would vest on the first anniversary of the applicable grant date, subject to his continuous service to Mobix Labs through the applicable grant dates and vesting dates. The RSUs will become fully vested in the event of a change of control, or if Mr. Battaglia's employment is terminated either without cause or by him for Good Reason (as defined in the Employment Term Sheet).

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

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RSAs will vest at such time as determined by the Board.

January 22, 2024, the Compensation Committee approved a cash award of $450,000 and, subject to stockholder approval of Mobix Labs stockholders, which was obtained on January 3, 2025, a grant of 2,550,000 restricted stock awards to each of Messrs. Battaglia and Samini in consideration of their efforts in connection with the public listing of our shares on Nasdaq. Subject to obtaining stockholder approval, Each of the foregoing restricted stock awards will be were made pursuant to a separate award agreement between us and the recipient.

RSAs for Mr. Battaglia will vest as follows: (1) 100,000 shares will vest on each of (i) July 15, 2025, (ii) October 15, 2025, (iii) January 15, 2026, and (iv) April 15, 2026; (2) 200,000 shares will vest on each of (i) July 15, 2026, (ii) October 15, 2026, (iii) January 15, 2027, and (iv) April 15, 2027; (3) 300,000 shares will vest on each of (i) July 15, 2027, (ii) October 15, 2027, and (iii) January 15, 2028; and (4) 450,000 shares will vest on July 15, 2028.

RSAs for Mr. Samini will vest as follows : (1) 5% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2025; (2) 10% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ, or (ii) November 1, 2025; (3) 15% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $2.00 for 10 consecutive trading days on NASDAQ or (ii) January 1, 2026; (4) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.00 for 10 consecutive trading days on NASDAQ or (ii) April 1, 2026; (5) 25% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $3.50 for 10 consecutive trading days on NASDAQ or (ii) July 1, 2026; and (6) 30% will vest on the earlier of (i) the Company's Class A Common Stock closing at or above $4.00 for 10 consecutive trading days on NASDAQ or (ii) November 1, 2026.

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The Board approved, and on May 30, 2025 the stockholders approved, the grants of restricted Class B Common Stock awards ("RSAs") to certain founders, directors, and an officer of the Company, who were influential in the Company's recent fundraising efforts:

Peterson 915,033 RSAs

Goerner 915,033 RSAs

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Description of the securities 5 changes

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of May 16, July 31, 2025, there were 51,433,431 49,984,338 shares of Class A Common Stock outstanding, 2,004,901 4,750,000 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

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of May 16, July 31, 2025, there were 6,000,000 Public Warrants and 3,000,000 Private Placement Warrants outstanding.

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The Existing Warrants are became 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 which was obtained on May 30, 2025, at an exercise price of $0.8202. The Series A Warrants will expire on January 3, 2030 and the term of Series B warrants which was originally set to expire on January 3, 2026, has been amended to be expire on April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

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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 3,850,000 shares of Class A Common Stock and the Pre-Funded Warrant in a Registered Direct Offering (constituting part of the 2025 Offering). The public offering price for each share was $0.8202 and the public offering price for each Pre-Funded Warrant was $0.8201. Simultaneous with the Registered Direct Offering, the Company conducted a private placement as part of the 2025 Offering and issued the Common Warrants to purchase up to 4,876,860 shares of our Class A Common Stock. The Pre-Funded Warrant has had an exercise price of $0.0001 per share is exercisable immediately and was partially exercised on May be 28, 2025, with the balance exercised at any time. on June 4, 2025. The Common Warrants are became exercisable after stockholder approval of the issuance of beginning on the shares effective date of Class A Common Stock underlying the Common Warrants stockholder approval, which occurred on May 30, 2025 and will expire five years after stockholder approval. on May 30, 2030.

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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 also issued to Roth (or its designees) to purchase up to 682,760 shares of Class A Common Stock equal to 7% of aggregate number of Class A Common Stock issued in the 2025 Offering at an exercise price of $0.8202. Furthermore, we also paid Roth fees and expenses of $75,000 for expenses in connection with the 2025 Offering. The Placement Agent Warrants issued to Roth are became exercisable upon receipt beginning on the effective date of stockholder approval, which was obtained on May 30, 2025, and will expire on April 4, 2030, and are not transferable for 180 days beginning April 4, 2025 (the date of entering into the April 2025 Purchase Agreement).

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Principal stockholders 5 changes

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ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by a person and the percentage ownership, we deemed outstanding shares of Class A Common Stock and Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the date of May 16, July 31, 2025 and restricted stock units that (i) have vested but are subject to certain delivery conditions that have not yet been met or (ii) are unvested but will vest within 60 days of July 31 , 2025. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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otherwise indicated, the address of each beneficial owner listed in the table below is c/o Mobix Labs, Inc., 1 Venture, Suite 220, percentage ownership of Class A Common Stock and Class B Common Stock is based on 51,433,431 49,984,338 shares of Class A Common Stock and 2,004,901 4,750,000 shares of Class B Common Stock, respectively, outstanding as of May 16, July 31, 2025.

Name and Address of Beneficial Owner

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

Number of Shares of Mobix Labs Class B Common Stock

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Related-party transactions 7 changes

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the Company employs Haley Castro Battaglia, the daughter-in-law of Fabian Battaglia, a former director and the former Chief Executive Officer of the Company. Haley Castro Battaglia is a Sales and Marketing Representative of the Company and receives an annual salary of $135,000. Ms. Battaglia also received 55,900 restricted stock units on December 24, 2024 which had a fair value of $100,123 on the grant date.

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

Mobix has entered into indemnification agreements with Mr. Fabian Battaglia, its Chief Executive Officer and Mr. Keyvan Samini, its Chief Financial Officer, and Mobix Labs entered into new indemnification agreements with each of its directors and executive officers. The indemnification agreements provide that Mobix Labs will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of Mobix Labs, to the fullest extent permitted by Delaware law, the Charter and the Bylaws.

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the years ended September 30, 2024 and 2023, the Company, as borrower, issued two promissory notes in the aggregate principal amount of $565,000 to Giuseppe Battaglia, the brother of Fabrizio Battaglia, one of the Company's directors and its Chief Executive Officer.

The Company repaid in full both notes in December 2023 and July 2024, and neither of the notes remain outstanding.

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

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

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Note 10: SUBSEQUENT EVENTS 2 changes

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April 1, 2025, we issued 297,000 shares of Class A Common Stock to one of the holders of our outstanding warrants upon that holder's exercise pursuant to a cashless exercise provision. The warrant had an exercise price of $0.01 per share. No underwriting discounts and commissions were paid with respect to the foregoing transaction. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 3(a)(9) of the Securities Act because the warrants were exercised pursuant to a cashless exercise.

April 10, 2025, we issued 166,875 shares of Class A Common Stock to one of our creditors in exchange for satisfaction of the Company's debt owed to such creditor in the amount of $115,500. On May 9, 2025, we issued 79,709 shares of Class A Common Stock to RaGE Systems stockholders as partial settlement of liability under the RaGE Earnout.

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