mobix labs inc-a美国股票招股说明书(2025-09-15版)

PROSPECTUS SUPPLEMENT NO. 4 MOBIX LABS, INC.UP TO 15,373,309 SHARES OF CLASS A COMMON STOCK This prospectus supplement amendstheprospectus dated August 11, 2025 (as supplemented to date, the “Prospectus”) ofMobix Labs, Inc. a Delaware corporation (the “Company”), which forms a part of the Company’s Registration Statement on Form S-1,as amended (No. 333-287493). This prospectus supplement is being filed to update and supplement the information included orincorporated by reference in the Prospectus with information contained in the Company’s Form 425 filed with the Securities andExchange Commission (the “SEC”) on September 15, 2025, as set forth below.This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement. Shares of our Class A Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MOBX”.On September 12, 2025, the closing price of our Class A Common Stock was $0.925. Investing in the Company’s Class A Common Stock involves risks. See “Risk Factors” beginning on page 5 of theProspectus and under similar headings in any amendments or supplements to the Prospectus. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 4 is September 15, 2025. Filed by Mobix Labs, Inc.Pursuant to Rule 425 under the Securities Act of 1933and deemed filed pursuant to Rule 14d-2under the Securities Exchange Act of 1934Subject Company: Peraso, Inc.(Commission File No. 000-32929) Following Peraso, Inc.’s (“Peraso”) failure to respond to Mobix Labs, Inc. (“Mobix Labs”) within the timeframe that Perasorepresented it would regarding a potential business combination, Mobix Labs intends to make an offer to Peraso’s stockholders toacquire all outstanding shares of common stock of Peraso in a cash and stock transaction. Forward-Looking Statements This communication contains “forward-looking statements”. Forward-looking statements relate to expectations, beliefs, projections,future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Insome cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “intends,”“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or comparable terminology. These statementsinclude, but are not limited to, statements regarding Mobix Labs’ proposal to acquire Peraso, the price, structure, terms, timing andcertainty of any such transaction. These forward-looking statements are based on Mobix Labs’ current expectations, beliefs, and assumptions regarding future eventsand are subject to numerous risks, uncertainties, and assumptions that could cause actual results to differ materially from thosedescribed. Important factors that could cause actual results to differ materially include the ability to reach a definitive agreement withPeraso, Peraso’s willingness to engage in negotiations, the outcome of any tender offer, exchange offer, or solicitation, satisfaction ofclosing conditions, stockholder and regulatory approvals, and potential delays in consummating the transaction. Risks also include theavailability and terms of financing, reliance on external capital sources, market volatility that could affect Mobix Labs’ ability to raisefunds on acceptable terms, and the impact of financing on Mobix Labs’ stock price and capital structure. Additional risks relate to theintegration of Peraso’s operations, technology, employees, and systems, unanticipated costs of integration, challenges in realizingexpected synergies and efficiencies, disruptions to business relationships, and the diversion of management attention from ongoingoperations. Further risks involve the performance of the combined business, dependence on key personnel, competition and pricing pressures,supply chain challenges, customer demand variability, and risks related to new product development and commercialization. There arealso regulatory, legal, and governance risks, including obtaining necessary regulatory approvals on acceptable terms, compliance withsecurities laws and Nasdaq rules, litigation relating to the proposed transaction, and potential fiduciary duty claims against Peraso’sdirectors. Broader market and macroeconomic risks could also impact the transaction, including changes in defense and aerospacespending, global economic conditions, inflation, interest rate and currency fluctuations, geopolitical developments, trade restrictions,and cyclical trends in wireless and semiconductor markets. In addition, volatility in the trading prices of Mobix Labs’ and Peraso’ssecurities, potential dilution to stockholders, and factors discussed in Mobix Labs’ filings with the U.S. Securitie