MOBIX LABS, INC

As filed with the Securities and Exchange Commission on September 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1 Venture, Suite 220

Irvine, California 92618

(949) 808-8888

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

Keyvan Samini

President and Chief Financial Officer

1 Venture, Suite 220

Irvine, California 92618

(949) 808-8888

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

Copies to:

Raymond Lee, Esq.

Laurie L. Green, Esq.

Greenberg Traurig, LLP

18565 Jamboree Road

Suite 500

Irvine, CA 92612

(949) 732-6510

Approximate date of commencement of proposed sale to the public:From time to time 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. ☒

If this Form is filed to 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. ☐

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. ☐

If 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 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.

SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2025

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

mobix labs, inc.

UP TO 4,276,520 SHARES OF CLASS A COMMON STOCK

This prospectus relates to the registration of the resale or other distribution by the selling stockholders named herein (the “Selling Stockholders”) of up to 4,276,520 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the “Class A Common Stock”), consisting of:

The shares of Class A Common Stock that may be sold by the Selling Stockholders are collectively referred to in this prospectus as the “Offered Securities.” Our registration of the resale of the Offered Securities does not mean that the Selling Stockholders will offer or sell any of the Offered Securities.

We will not receive any of the proceeds from the sale by the Selling Stockholders of any of the Offered Securities. Upon any exercise of the warrant by payment of cash, however, we will receive the exercise price of the warrant, which, if exercised in cash would result in gross proceeds to us of approximately $480,000. However, we cannot predict when and in what amounts or if the warrant will be exercised by payment of cash, and it is possible that the warrant may expire and never be exercised, in which case we would not receive any cash proceeds. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

The Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of September 4, 2025. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 7.1% of the outstanding Class A Common Stock as of September 4, 2025. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain other stockholders (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 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.

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

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

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 Nasdaq Stock Market LLC (“Nasdaq”) and our public warrants (the “Public Warrants”) are listed on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively. On September 4, 2025, the last sale price of the Class A Common Stock as reported on Nasdaq was $1.06 per share and the last sale price of the Public Warrants as reported on Nasdaq was $0.12 per Public Warrant.

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 “Implications of being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled “Risk Factors” on page 5 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement.

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

The date of this prospectus is , 2025.

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