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Mobia Medical, Inc.

Filed Apr 17, 2026.

View on SEC.gov

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Apr 17, 2026

MOBI$11.19-0.8%Stored close · as of Nov 6, 2026
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S-11 mobiamedical-sx1.htm S-1

As filed with the Securities and Exchange Commission on April 17, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MOBIA MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware384120-8573833
(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)

2802 Flintrock Trace, Suite 226

Austin, TX 78738

(855) 628-9375

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

Richard Foust

President and Chief Executive Officer

Mobia Medical, Inc.

2802 Flintrock Trace, Suite 226

Austin, TX 78738

(855) 628-9375

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

Copies to:

B. Shayne KennedyJ. Ross McAloonLatham & Watkins LLP650 Town Center Drive, 20th FloorCosta Mesa, California 92626(714) 755-8181Chase LeavittMobia Medical, Inc.2802 Flintrock Trace, Suite 226Austin, Texas 78738(855) 628-9375Ilir MujalovicLesley JanzenCleary Gottlieb Steen & Hamilton LLPOne Liberty PlazaNew York, New York 10006(212) 225-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 17, 2026

Preliminary Prospectus

Shares

This is Mobia Medical, Inc.’s initial public offering. We are offering shares of our common stock.

We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the under the symbol ‘‘MOBI.’’

We are an “emerging growth company” and a “smaller reporting company” as defined under federal securities laws and are subject to reduced public company disclosure standards. Please see the section titled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. Please see section titled “Risk Factors” starting on page 17 of this prospectus.

Per ShareTotal
Initial public offering price$$
Underwriting discounts and commissions (1)$$
Proceeds, before expenses, to us$$

(1)See the section titled “Underwriting” for a description of the underwriting discounts and commissions and offering expenses.

The underwriters may also exercise their option to purchase up to an additional shares from us, at the public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2026.

BofA SecuritiesJ.P. MorganGoldman Sachs & Co. LLC

BTIG

Wolfe | Nomura Alliance

The date of this prospectus is , 2026.

TABLE OF CONTENTS

GENERAL INFORMATIONi
PROSPECTUS SUMMARY1
RISK FACTORS17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS79
USE OF PROCEEDS81
DIVIDEND POLICY82
CAPITALIZATION83
DILUTION85
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS88
BUSINESS102
MANAGEMENT137
EXECUTIVE AND DIRECTOR COMPENSATION144
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS166
PRINCIPAL STOCKHOLDERS171
DESCRIPTION OF CAPITAL STOCK175
SHARES ELIGIBLE FOR FUTURE SALE182
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK185
UNDERWRITING189
LEGAL MATTERS197
EXPERTS197
WHERE YOU CAN FIND ADDITIONAL INFORMATION197
INDEX TO FINANCIAL STATEMENTSF-1

Unless the context otherwise requires, all references in this prospectus to “Mobia,” “Mobia Medical,” the “Company,” “we,” “us,” or “our” refers to Mobia Medical, Inc., a Delaware corporation.

We have not, and the underwriters have not, authorized anyone to provide any information or to make any representation other than those contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus, any amendment or supplement to this prospectus, or any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.