424B3 1 form424b3.htm 424B3

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

SEC Form 424B3 filed by Mobix Labs Inc.