mobix labs inc-a美国股票招股说明书(2025-10-21版)

Mobix Labs, Inc. Up to $15,800,000Class A Common Stock This prospectus supplement relates to the issuance and sale of up to $15.8 million of our Class A common stock, $0.00001par value per share (“Class A Common Stock”), from time to time through our sales agent, Roth Capital Partners, LLC (the “Manager”or “Roth”). We have entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with the Manager relating toshares of our Class A Common Stock offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the ATM Sales Agreement, we may offer and sell shares up to $15.8 million of our Class A Common Stock from time to timethrough the Manager. Our Class A Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MOBX.” The lastreported sale price of our Class A Common Stock on October 20, 2025 was $0.8269 per share. As of October 9, 2025, the aggregate market value of our Class A Common Stock held by our non-affiliates (“public float”),as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”), was approximately $59.1 million, basedupon 48,864,053 shares of our outstanding Class A Common Stock held by non-affiliates at the per share price of $1.21, the closingsale price of our Class A Common Stock on Nasdaq on September 2, 2025. As of the date hereof, we have sold securities with a valueof $3,877,561 pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includesthe date hereof. Shares of our Class A Common Stock covered by this prospectus supplement and the accompanying prospectus may be soldby any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended(the “Securities Act”). When it receives a sale order from us, the Manager has agreed to use its commercially reasonable efforts toexecute on the order on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The compensation payable to the Manager for sales of Class A Common Stock sold pursuant to the ATM Sales Agreementwill be an aggregate of 3.0% of the gross proceeds of the sales price of Class A Common Stock sold, in addition to the reimbursementof certain expenses. We anticipate no other commissions or material expenses for sales under the ATM Sales Agreement. The orderswill be executed at price limits imposed by us. Even though this prospectus supplement does not relate to a marketed offering of our Class A Common Stock, in connectionwith the sale of Class A Common Stock under the ATM Sales Agreement, the Manager will be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of the Manager will be deemed to be underwriting commissions or discounts.We have agreed to indemnify the Manager against certain civil liabilities, including liabilities under the Securities Act. See the sectiontitled “Plan of Distribution” on page S-10 of this prospectus supplement. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and a smaller reporting company asdefined under Rule 405 of the Securities Act, and as such, we have elected to comply with certain reduced public company reportingrequirements. See ‘‘Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investing in our securities involves risks. See the section entitled “Risk Factors” on page S-6 of this prospectussupplement, as well as the documents incorporated by reference in this prospectus supplement, for a discussion of the factorsyou should carefully consider before deciding to purchase our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined ifthis prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is October 21, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUMMARYS-3RISK FACTORSS-6USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10EXPERTSS-11LEGAL MATTERSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INFORMATION INCORPORATED BY REFERENCES-12 Prospectus ABOUT THIS PROSPECTUS1ABOUT MOBIX LABS, INC.2RISK FACTORS3FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS19DESCRIPTION OF SUBSCRIPTION RIGHTS21DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS22PLAN OF DISTRIBUTION23EXPERTS25LEGAL MATTERS25WHERE YOU CAN FIND MORE INFORMATION25INFORMATION INCORPORATED BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, including the documents incorporated