Mobix Labs removes 950,000-share resale registration

Mobix Labs, Inc. deregsiters a resale registration covering 950,000 shares of Class A Common Stock.

Rhea-AI Filing Summary

Mobix Labs, Inc. deregsiters a resale registration covering 950,000 shares of Class A Common Stock. The Post-Effective Amendment No. 1 terminates the Registration Statement (No. 333-278451) and removes from registration any securities that remained unsold or unissued under that registration as of June 26, 2026.

The registration related to resale by B. Riley Principal Capital II, LLC of shares issuable under an equity line of credit; the company states all offerings under the Registration Statement have been terminated and the effectiveness of the Registration Statement is ended.

Insights

Securities Registration Specialist

Neutral administrative closeout of a resale shelf.

The filing is a post-effective amendment that deregisters up to 950,000 shares previously registered for resale by B. Riley Principal Capital II, LLC. It states the offerings were terminated and the registration's effectiveness is ended as of June 26, 2026.

Cash‑flow treatment is not described in this excerpt; subsequent disclosures would be required to show any proceeds history or remaining obligations.

Corporate Counsel (Equity Transactions)

Filing fulfills the registrant's undertaking to remove unsold securities.

The amendment explicitly removes from registration any securities "unsold or otherwise unissued" under the referenced Form S-1, consistent with the undertaking in the original Registration Statement. The Registration Statement number cited is 333-278451.

Relevant qualifiers: the filing states offerings "have been terminated" and the registrant "terminates the effectiveness" of the Registration Statement; no further conditions or retained resale capacity are disclosed in the excerpt.

Key Figures

Registered shares removed: 950,000 shares Registration statement: No. 333-278451 Post-effective amendment date: June 26, 2026

3 metrics

Registered shares removed 950,000 shares Resale registration by B. Riley under Form S-1

Registration statement No. 333-278451 Original Form S-1 filing referenced in amendment

Post-effective amendment date June 26, 2026 Date amendment terminates effectiveness

Key Terms

Post-Effective Amendment, equity line of credit, resale registration

3 terms

Post-Effective Amendment regulatory

"this "Post-Effective Amendment No. 1" relates to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

equity line of credit financial

"issuable pursuant to an equity line of credit between the Registrant and B. Riley"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

resale registration regulatory

"registration for resale by B. Riley Principal Capital II, LLC of up to 950,000 shares"

Resale registration is the formal filing with securities regulators that allows previously restricted or privately held shares to be sold publicly. Think of it as getting official permission to unlock and list a sealed package of stock so it can be traded openly; that matters to investors because it increases liquidity, can change the number of shares available on the market, and reduces legal risk for sellers, all of which can affect a company’s share price.

FAQ

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

What did Mobix Labs (MOBX) deregister on June 26, 2026?

Mobix Labs removed from registration up to 950,000 shares of Class A Common Stock. The Post-Effective Amendment states the related offerings were terminated and the Registration Statement (No. 333-278451) was declared no longer effective on June 26, 2026.

Who was the selling holder named in the deregistration?

The resale registration was for shares registered for resale by B. Riley Principal Capital II, LLC. The filing says these shares were issuable pursuant to an equity line of credit between the company and B. Riley.

Does the amendment say Mobix Labs will receive proceeds from the removed shares?

The amendment states the filing deregisters unsold or unissued securities for resale; it does not describe any proceeds treatment in the provided excerpt. The document focuses on terminating the Registration Statement's effectiveness.

What is the Registration Statement number referenced by Mobix Labs?

The Post-Effective Amendment refers to Registration Statement No. 333-278451 originally filed on Form S-1. The amendment is labeled Post-Effective Amendment No. 1 and is dated June 26, 2026.

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

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Accepted by SEC EDGAR 06/26/2026 - 05:00 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on June 26, 2026

Registration No. 333- 278451

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		3674		98-1591717
(State or other jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

1 Venture, Suite 220

Irvine, California 92618

(949) 808-8888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keyvan Samini

President and Chief Financial Officer

1 Venture, Suite 220

Irvine, California 92618

(949) 808-8888

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Raymond Lee, Esq.

Laurie L. Green, Esq.

Greenberg Traurig, LLP

18565 Jamboree Road

Suite 500

Irvine, CA 92612

(949) 732-6510

Approximate date of commencement of proposed sale to the public: N/A

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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 7(a)(2)(B) of the Securities Act ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) relates to the Registration Statement on Form S-1 (No. 333- 278451) (the “Registration Statement”), originally filed by Mobix Labs, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on April 2, 2024. This Post-Effective Amendment No. 1 is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under the Registration Statement.

The Registration Statement pertains to the registration for resale by B. Riley Principal Capital II, LLC (“B. Riley”) of up to 950,000 shares (on a post reverse stock split basis) of the Registrant’s Class A Common Stock, par value $0.00001 per share, issuable pursuant to an equity line of credit between the Registrant and B. Riley.

Any and all offerings of the Registrant’s securities pursuant to the Registration Statement have been terminated. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 26, 2026.

MOBIX LABS, INC.

/s/ Keyvan Samini

Keyvan Samini

President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.