Mobix Labs Inc-A美股招股说明书(2026-01-06版)

PRELIMINARYPROSPECTUS SUPPLEMENT(To the Prospectus dated January 24, 2025) Mobix Labs, Inc. Shares ofCommon StockPre-Funded Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying the Pre-Funded Warrants shares of our common stock, par value $0.00001 per share, or pre-funded warrant in lieu We are offering up tothereof (the “Pre-Funded Warrants”). The public offering price for each share of common stock (or Pre-Funded Warrant in lieu thereof) is $ We are offering to those purchasers whose purchase of our common stock in this offering would otherwise result in suchpurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of purchasingcommon stock, Pre-Funded Warrants to purchase up to an aggregate of shares of our common stock. Each Pre-Funded Warrant will beexercisable for one share of our common stock at any time at the option of the holder until such Pre-Funded Warrant is exercised infull, provided that the holder will be prohibited from exercising Pre-Funded Warrants for shares of our common stock if, as a result ofsuch exercise, the holder, together with its affiliates, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of thetotal number of shares of our common stock then issued and outstanding. However, any holder may increase or decrease suchpercentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61days after such notice to us. The purchase price of each Pre-Funded Warrant is equal to the purchase price per share of common stockin this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share of common stock.Each Pre-Funded Warrant will be exercisable immediately upon issuance and do not expire. This offering also relates to (and thisprospectus supplement relates to) the shares of common stock issuable upon exercise of the Pre-Funded Warrants sold in this offering. The securities will be offered at a fixed price and are expected to be issued in a single closing. The offering will terminate on ,2026 unless completed sooner or unless we decide to terminate the offering (which we may do at any time in our discretion) prior tothat date; however, our shares of common stock underlying the Pre-Funded Warrants will be offered on a continuous basis pursuanttoRule 415under theSecurities Act of 1933, as amended (the “Securities Act”). We expect to enter into a securities purchaseagreement (the “Securities Purchase Agreement”), relating to the offering with those investors that choose to enter into such anagreement on the date of this prospectus supplement and that the closing of the offering will end one trading day after we first enterinto such Securities Purchase Agreement relating to the offering. The offering will settle delivery versus payment/receipt versuspayment (on the closing date we will issue the shares of common stock directly to the account(s) at the Placement Agent (as definedbelow) identified by each purchaser; upon receipt of such shares, the Placement Agent shall promptly electronically deliver suchshares to the applicable purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer tous). We have engaged D. Boral Capital LLC (“Placement Agent”), as our sole Placement Agent, to use its best efforts to solicitoffers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any securities from us or toarrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offeringamount required as a condition to closing in this offering, the actual public offering amount, Placement Agent’s fee, and proceeds tous, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth in thisprospectus supplement. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below. Since wewill deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to bereceived in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering.Because there is no minimum offering amount required as a condition to closing in this offering, we may sell fewer than all of thesecurities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will notreceive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in thisprospectus supplement. In addition, because there is no escrow account, trust or similar ar