Mobix Labs holders approve reverse split amendment

At the October 2, 2026 special meeting, holders representing approximately 52.45% of Class A voting power were present in person or by proxy, forming a quorum.

Rhea-AI Filing Summary

Mobix Labs, Inc.'s prospectus supplement covers up to 3,744,161 shares of Class A common stock and updates the prospectus with information from current reports filed on August 28, 2026 and October 2, 2026. The Class A shares closed at $0.817 on October 1, 2026.

At the October 2, 2026 special meeting, stockholders approved four proposals: the Reverse Split Amendment, 2023 Equity Incentive Plan Amendment, Kips Issuance and Leviston Issuance. Holders represented 9,416,734 shares, approximately 52.45% of Class A voting power as of September 8, 2026, constituting a quorum.

Key Figures

Class A shares covered: Up to 3,744,161 shares Closing price: $0.817 per share Shares represented at meeting: 9,416,734 shares +5 more

8 metrics

Class A shares covered Up to 3,744,161 shares Prospectus supplement

Closing price $0.817 per share October 1, 2026

Shares represented at meeting 9,416,734 shares October 2, 2026 special meeting

Class A voting power represented Approximately 52.45% As of the September 8, 2026 record date

Votes for Reverse Split Amendment Proposal 7,680,758 shares Special meeting vote

Votes for 2023 Equity Incentive Plan Amendment Proposal 2,747,842 shares Special meeting vote

Votes for Kips Issuance Proposal 3,636,132 shares Special meeting vote

Votes for Leviston Issuance Proposal 3,587,818 shares Special meeting vote

Key Terms

Reverse Split Amendment Proposal, Broker Non-Votes, Record Date, quorum

4 terms

Reverse Split Amendment Proposal technical

"The Reverse Split Amendment Proposal was approved"

Broker Non-Votes technical

"Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Record Date regulatory

"the record date for the Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum technical

"constituting a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

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

How did MOBX stockholders vote on the four proposals?

All four proposals were approved. The votes in favor were 7,680,758 for the Reverse Split Amendment, 2,747,842 for the 2023 Equity Incentive Plan Amendment, 3,636,132 for the Kips Issuance, and 3,587,818 for the Leviston Issuance.

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

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Available on EDGAR 10/05/2026 - 06:35 AM Accepted by SEC EDGAR 10/02/2026 - 07:25 PM Learn about SEC filing dates

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

Registration Statement No. 333-296928

October 2, 2026

PROSPECTUS SUPPLEMENT NO. 2

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 Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2026 and October 2, 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 1, 2026, the closing price of our Class A Common Stock was $0.817.

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. 2 is October 2, 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 2, 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, CA		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 Global 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 October 2, 2026, Mobix Labs, Inc. (the “Company”) held a Special 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 September 14, 2026 (the “Proxy Statement”). Present at the Meeting were holders of 9,416,734 shares of Class A Common Stock of the Company (the “Class A Common Stock”) represented in person or by proxy, representing approximately 52.45% of the voting power of the Class A Common Stock as of September 8, 2026, the record date for the Meeting (the “Record Date”), 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.

Set forth below are the final voting results for all the proposals presented at the Meeting:

Proposal No. 1: The Reverse Split Amendment Proposal

The Reverse Split Amendment Proposal was approved. The voting results were as follows:

For		Against		Abstentions
7,680,758		1,719,286		16,690

Proposal No. 2: The 2023 Equity Incentive Plan Amendment Proposal

The 2023 Equity Incentive Plan Amendment Proposal was approved. The voting results were as follows:

For		Against		Abstentions		Broker Non-Votes
2,747,842		1,475,554		70,445		5,122,893

Proposal No. 3: The Kips Issuance Proposal

The Kips Issuance Proposal was approved. The voting results were as follows:

For		Against		Abstentions		Broker Non-Votes
3,636,132		626,788		30,921		5,122,893

Proposal No. 4: The Leviston Issuance Proposal

The Leviston Issuance Proposal was approved. The voting results were as follows:

For		Against		Abstentions		Broker Non-Votes
3,587,818		676,498		29,525		5,122,893

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: October 2, 2026