Mobix Labs terminates Vision Aerial merger agreement

The merger was not completed within the contemplated timeframe after delays in due diligence and financial reporting.

Rhea-AI Filing Summary

Mobix Labs, Inc. (MOBX) supplemented its prospectus covering up to 3,744,161 shares of Class A common stock. The supplement adds information about the termination of a merger agreement.

On October 14, 2026, Mobix Labs gave Vision Aerial, Inc. written notice terminating the Agreement and Plan of Merger after the contractual termination date expired. Mobix Labs said delays in due diligence and financial reporting, including receipt of financial and accounting information needed to complete the audit process, preceded the termination; the transaction was not completed within the contemplated timeframe. Mobix Labs described the termination as amicable, said its relationship with Vision Aerial remained positive, and stated it remained open to exploring future opportunities with Vision Aerial. Class A common stock closed at $0.72 on October 21, 2026.

Key Figures

Shares covered by prospectus: Up to 3,744,161 shares of Class A common stock Class A common stock closing price: $0.72 per share Merger agreement date: July 24, 2026 +1 more

4 metrics

Shares covered by prospectus Up to 3,744,161 shares of Class A common stock Prospectus Supplement No. 3

Class A common stock closing price $0.72 per share October 21, 2026

Merger agreement date July 24, 2026 Agreement and Plan of Merger with Vision Aerial

Termination notice date October 14, 2026 Written notice to Vision Aerial

Key Terms

Agreement and Plan of Merger, contractual termination date, material definitive agreement, due diligence

4 terms

Agreement and Plan of Merger regulatory

"Agreement and Plan of Merger, dated July 24, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

contractual termination date regulatory

"following the expiration of the contractual termination date"

material definitive agreement regulatory

"Termination of a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

due diligence financial

"delays in completing certain due diligence"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

Offering Details

other · Up to 3,744,161 shares

Offering

Offering Type other

Securities Offered Class A common stock

Offering Amount Up to 3,744,161 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does the MOBX prospectus supplement cover?

It covers up to 3,744,161 shares of Class A common stock. The supplement updates Mobix Labs' prospectus with information about the merger agreement termination.

Why did MOBX terminate its merger agreement with Vision Aerial?

Mobix Labs terminated the agreement after the contractual termination date expired. The company said delays in due diligence and financial reporting, including receipt of financial and accounting information needed to complete the audit process, preceded the termination. The transaction was not completed within the contemplated timeframe.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 06:40 PM EDT Accepted by SEC EDGAR 10/22/2026 - 05:30 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

Registration Statement No. 333-296928

October 22, 2026

PROSPECTUS SUPPLEMENT NO. 3

MOBIX LABS, INC.

Up to 3,744,161 SHARES OF CLASS A COMMON STOCK

This prospectus supplement amends the prospectus dated July 17, 2026 (as supplemented to date, the “Prospectus”) of Mobix Labs, Inc. a Delaware corporation (the “Company”), which forms a part of the Company’s Registration Statement on Form S-1, as amended (No. 333-296928). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2026, as set forth below. This prospectus supplement should be read in conjunction 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 21, 2026, the closing price of our Class A Common Stock was $0.72.

Investing in the Company’s Class A Common Stock involves risks. See “Risk Factors” beginning on page 4 of the Prospectus 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 the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 3 is October 22, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 14, 2026

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40621		98-1591717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Venture, Suite 220 Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 808-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share		MOBX		Nasdaq Capital Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock		MOBXW		Nasdaq Capital Market

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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On October 14, 2026, Mobix Labs, Inc. (the “Company”) delivered written notice to Vision Aerial, Inc. (“Vision Aerial”) terminating the Agreement and Plan of Merger, dated July 24, 2026 (the “Merger Agreement”), pursuant to Section 8.1(c) thereof, following the expiration of the contractual termination date. The Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on July 29, 2026.

The termination followed delays in completing certain due diligence and financial reporting matters, including the receipt of financial and accounting information necessary to complete the audit process. The transaction was not consummated within the contemplated timeframe.

The termination was amicable, and the Company maintains a positive relationship with Vision Aerial and remains open to exploring potential opportunities with Vision Aerial in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mobix Labs, Inc.
Dated: October 19, 2026	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer