MOBIX LABS, INC

As filed with the Securities and Exchange Commission on May 21, 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: 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. ☒

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 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.

EXPLANATORY NOTE

On 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”).

Pursuant 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.

Pursuant 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.

SUBJECT TO COMPLETION, DATED MAY 21, 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 Securities and Exchange Commission 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 15,373,309 CLASS A COMMON STOCK

This 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 would result in gross proceeds to us of approximately $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 Existing Warrants, we will pay HCW a cash fee equal to 8% of the gross proceeds received from the exercise of the Existing Warrants (which includes a 1% management fee) and will also issue to 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 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 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 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.

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 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, 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.

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 certain risks, including those that are described in the section titled “Risk Factors” beginning on page 5****of this prospectus.

Neither 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 , 2025.

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