mobix labs inc-a美国股票招股说明书(2025-11-03版)

PROSPECTUS SUPPLEMENT NO. 5 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 the information contained in the Current Report on Form 8-K filed with the Securitiesand Exchange Commission (the “SEC”) on October 30, 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 October 30, 2025, the closing price of our Class A Common Stock was $0.6929. 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. 5 is October 31, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):October 24, 2025 MOBIX LABS, INC.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01Entry into a Material Definitive Agreement. On October 24, 2025, Mobix Labs, Inc. (the “Company”) entered into amendments to certain outstanding warrants topurchase an aggregate of 13,375,490 shares of the Company’s Class A common stock (the “Warrants”). The amendments revise certainterms of the Warrants so that, under applicable accounting guidance, the Warrants are classified as equity rather than liabilities on theCompany’s balance sheet. As part of these amendments, the Company issued an additional warrant to purchase 1,000,000 shares ofClass A common stock on the same terms as the Warrant issued on September 4, 2025, including an exercise price of $1.08. No cashconsideration was paid or received in connection with these amendments, which the Company believes strengthen its capital structureby simplifying the accounting treatment of its outstanding equity instruments. Forms of the amended Warrants are filed as exhibits tothis Current Report on Form 8-K and incorporated herein by reference. Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported on May 2, 2025, the Company received a written notice on April 28, 2025 from the ListingQualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with theminimum bid-price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the“Minimum Bid-Price Requirement”). The notice provided the Company 180 calendar days, or until October 27, 2025, to regaincompliance by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days, as providedin Nasdaq Listing Rule 5810(c)(3)(A) (the “Initial Compliance Period”). During the Initial Compliance Period, the Common Stock maintained closing bid prices at or above $1.00 for ten consecutivetrading days, achieving that level on September 11, 2025. On October 8, 2025, Nasdaq subsequently advised the Company that it wasexercising its disc