Mobix Labs registers 24.13M Class A shares
Mobix Labs, Inc. files a Prospectus Supplement amending its Form S-1 to register up to 24,127,116 shares of Class A Common Stock.
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Rhea-AI Filing Summary
Mobix Labs, Inc. files a Prospectus Supplement amending its Form S-1 to register up to 24,127,116 shares of Class A Common Stock.
The supplement incorporates a Form 8-K disclosing results from the March 23, 2026 Annual Meeting: holders representing 43,982,421 Class A shares and 2,004,901 Class B shares (approximately 52.86% voting power as of February 27, 2026) were present or represented. Stockholders approved director elections, ratification of the independent auditor, a reverse stock split proposal, and a warrant proposal. The Company’s Class A shares trade on Nasdaq under MOBX, with a closing price of $0.4588 on March 24, 2026.
Insights
Registration adds a defined quantity of Class A shares to the S-1 shelf.
The prospectus supplement explicitly registers up to 24,127,116 shares of Class A Common Stock under Registration Statement No. 333-290247. The supplement updates the S-1 by incorporating the March 25, 2026 Form 8-K voting results; the registration amount is taken from the supplement cover language.
Cash‑flow treatment and specific plan of distribution details are not contained in the excerpt; any distribution mechanics or timing will depend on later prospectus language and market actions stated elsewhere in the registration materials.
Annual Meeting approved governance and capital-structure measures including a reverse split.
Holders representing approximately 52.86% of voting power participated. Directors were elected and the auditor ratified. The stockholder vote approved a reverse stock split proposal and a separate warrant proposal, each shown with certified vote totals in the certified report.
Implementation mechanics and effective dates for the reverse split or warrant terms are not provided in this excerpt; subsequent filings may disclose those specifics.
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Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-290247
March 25, 2026
PROSPECTUS SUPPLEMENT NO. 1
MOBIX LABS, INC.
Up to 24,127,116 SHARES OF CLASS A COMMON STOCK
This prospectus supplement amends the prospectus dated March 12, 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. 333-290247). 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 March 25, 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 March 24, 2026, the closing price of our Class A Common Stock was $0.4588.
Investing in the Company’s Class A Common Stock involves risks. See “Risk Factors” beginning on page 5 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. 1 is March 25, 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): March 23, 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) |
(I.R.S. Employer Identification No.) |
| 1 Venture, Suite 220, Irvine, California | 92618 | |
| (Address of principal executive offices) | (Zip Code) |
(949) 808-8888
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 240.13e-4(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 5.07 Submission of Matters to a Vote of Security Holders
On March 23, 2026, Mobix Labs, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) to vote on four proposals, as described in the definitive proxy statement filed by the Company with the SEC on March 6, 2026 (the “Proxy Statement”). Present at the Meeting were holders of 43,982,421 shares of Class A Common Stock of the Company (the “Class A Common Stock”) and 2,004,901 Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) represented in person or by proxy, representing approximately 52.86% of the voting power of the Common Stock as of February 27, 2026, the record date for the Meeting, and constituting a quorum for the transaction of business.
At the Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy Statement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.
Summarized below are the final results of the matters voted on at the Meeting based on the final, certified report of the voting results by the independent inspector of elections. There were no recorded broker non-votes.
Proposal No. 1: The Director Election Proposal
The Director Election Proposal was approved. The Class A Director Nominees were elected by the holders of Class A Common Stock and Class B Common Stock voting together. The Class B Director Nominee was elected by the holders of Class B Common Stock. The voting results were as follows:
| Class A Director Nominees | For | Against | Abstentions | |||
| David Aldrich | 62,046,590 | 545,610 | 1,439,231 | |||
| Frederick Goerner | 61,334,088 | 716,936 | 1,980,407 | |||
| Class B Director Nominee | ||||||
| Keyvan Samini | 20,049,010 | 0 | 0 |
Proposal No. 2: The Ratification of Selection of Independent Registered Public Accounting Firm Proposal
The Ratification of Selection of Independent Registered Public Accounting Firm Proposal was approved. The voting results were as follows:
| For | Against | Abstentions | ||
| 62,399,491 | 460,692 | 1,171,248 |
Proposal No. 3: The Reverse Stock Split Proposal
The Reverse Stock Split Proposal was approved. The voting results were as follows:
| For | Against | Abstentions | ||
| 61,593,771 | 2,357,828 | 79,832 |
Proposal No. 4: The Warrant Proposal
The Warrant Proposal was approved. The voting results were as follows:
| For | Against | Abstentions | ||
| 60,766,331 | 1,868,539 | 1,396,561 |
SIGNATURE
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. | ||
| By: | /s/ Keyvan Samini | |
| Name: | Keyvan Samini | |
| Title: | President and Chief Financial Officer | |
Date: March 25, 2026