Mobix Labs Inc-A美股招股说明书(2025-08-12版)

MOBIX LABS, INC. UP TO15,373,309CLASS A COMMON STOCK This prospectus relates to the registration of the resale or other distribution by the Selling Stockholders named herein of up to15,373,309shares 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 outstandingcommon warrants (the “Common Warrants”) issued pursuant to a securities purchase agreement dated April 4, 2025 (the “April 2025Purchase Agreement”), (b) up to an aggregate of 5,755,396 shares of Class A Common Stock that are issuable upon the exercise ofSeries 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 ofwarrants issued or issuable to designees of H.C. Wainwright & Co., LLC, (“HCW”) as placement agent in connection with the July2024 Purchase Agreement (d) up to 682,760 shares of Class A Common Stock that are issuable upon the exercise of warrants issued todesignees 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 ofRaGE Systems, Inc. (“RaGE Systems”). We refer to the warrants issued to HCW and Roth as the “Placement Agent Warrants.” Werefer to the Common Warrants, the Existing Warrants and the Placement Agent Warrants together as the “Warrants.” The CommonWarrants, the Existing Warrants and the Placement Agent Warrants issued to Roth have an exercise price of $0.8202 per share and arecurrently exercisable. 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. Uponany exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised incash would result in gross proceeds to us of approximately $9.6 million. However, we cannot predict when and in what amounts or ifthe Warrants will be exercised by payments of cash, and it is possible that the Warrants may expire and never be exercised, in whichcase we would not receive any cash proceeds. In addition, upon exercise of any of the Existing Warrants, we will pay HCW a cash feeequal to 8% of the gross proceeds received from the exercise of the Existing Warrants (which includes a 1% management fee) and willalso issue to HCW (or its designees) additional Placement Agent Warrants to purchase a number of shares of Class A Common Stockequal 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 numberof different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwisedispose 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 prospectuswill be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similarselling 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 oursecurities. 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 July 31, 2025, the last saleprice of the Common Stock as reported on the Nasdaq was $0.883 per share and the last sale price of the Public Warrants as reportedon the Nasdaq was $0.104 per Public Warrant. The shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of ourClass A Common Stock as of July 31, 2025. Assuming the issuance of all of the shares being registered for resale pursuant to thisprospectus to the Selling Stockholders, the shares would represent approximately 31% of the outstanding Class A Common Stock as ofJuly 31, 2025. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in asignificant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain otherstockholders (the “Additional Sellers”) may