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.
