As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. 333-287493 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER (Address, including zip code, and telephone number, including area code, of agent for service) (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number) THE SECURITIES ACT OF 1933 Delaware 3674 98-1591717 (IRS Employer Ide ...

Registration No. 333-287493 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 As filed with the Securities and Exchange Commission on August 6, 2025 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) (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3674 98-1591717 (IRS Employer Identification Number) 1 V ...

Core Insights - Mobix Labs Inc. will participate in the 2025 Leidos Supplier Innovation & Technology Symposium on August 7, 2025, in Washington, D.C. [1] - The company's wireless division, RaGE Systems, will showcase innovations in RF and wireless technologies, including millimeter-wave sensor development and advanced communication solutions [2][4] - The symposium serves as a platform for collaboration between Leidos technology leaders and strategic suppliers, highlighting advancements in defense and commercial technologies [3] Company Overview - Mobix Labs is a U.S.-based supplier of advanced connectivity solutions targeting aerospace, defense, AI, and 5G infrastructure markets [9] - The company specializes in performance-critical RF, optical, and electromagnetic interference interconnect technologies through proprietary semiconductor IP and vertically integrated manufacturing [9]

Core Insights - Mobix Labs, Inc. is entering a new growth phase with a leadership transition as Fabian Battaglia retires as CEO and Phil Sansone takes over [1][2][4] - The company has expanded its presence in critical sectors such as defense, military, aerospace, and high-speed wireless communication under Battaglia's leadership [2][3] Leadership Transition - Fabian Battaglia, co-founder and CEO, will retire effective July 25, 2025, but will remain as a senior advisor [1][2] - Phil Sansone, who has been Interim CEO since April 2025, has been appointed as the new CEO [1][4] - Sansone has over 30 years of experience in the semiconductor industry and has previously held senior roles at Microsemi, MaxLinear, and Avnet [5][6] Company Growth and Strategy - Under Battaglia's leadership, Mobix transitioned from a startup to a publicly traded company on Nasdaq, focusing on advanced communication technologies [2] - The company has secured key orders in military and defense sectors, enhancing its footprint in these critical markets [6] - Sansone aims to deliver transformative solutions and exceptional value to shareholders as the company enters its next growth phase [4][5] Company Overview - Mobix Labs designs and supplies advanced connectivity solutions for high-growth sectors, including aerospace, defense, wireless, medical, industrial, and automotive markets [7][12] - The company is headquartered in Irvine, California, and offers products such as mmWave RF modules, EMI filters, and optical interconnects [7][12]

[First Quarter 2025 Financial Results](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results) [Financial and Business Highlights](index=1&type=section&id=Financial%20and%20Business%20Highlights) Mobix Labs reported strong Q1 2025 results with revenue surging 11-fold to $3.17 million and adjusted operating losses improving for the fourth consecutive quarter | Metric | Value | | :--- | :--- | | Revenue | $3.17 million | | Adjusted Gross Margin | 54.1% | | Adjusted Loss from Operations | $2.5 million | - Revenue growth increased **11-fold** compared to the same fiscal quarter last year, demonstrating an exceptional growth trajectory[2](index=2&type=chunk) - The company achieved its fourth consecutive quarter of reduced operating losses, with the adjusted loss from operations improving by **28.9%** from the prior fiscal quarter[2](index=2&type=chunk)[6](index=6&type=chunk) - Recent operational achievements include integrating newly acquired companies, strengthening ties with aerospace and defense customers, and expanding research collaborations for next-generation technologies[6](index=6&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) The company's Q1 2025 financial statements show substantial revenue growth to $3.17 million, improved GAAP operating loss, and a stockholders' deficit of $(3.0) million [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Mobix Labs reported Q1 2025 net revenue of $3.17 million, a positive gross profit, and a GAAP net loss of $(19.8) million | Metric (in thousands) | Q1 2025 | Q1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Net revenue | $3,169 | $285 | 1011.9% | | Gross profit | $1,687 | $(44) | nm | | Loss from operations | $(14,630) | $(17,269) | -15.3% | | Net income (loss) | $(19,839) | $935 | nm | | Basic EPS | $(0.52) | $0.04 | nm | - Research and development expenses saw a significant year-over-year decrease of **60.9%** to **$611 thousand**[12](index=12&type=chunk) - Selling, general and administrative expenses remained relatively stable, increasing by only **0.3%** to **$15.7 million** compared to the prior year[12](index=12&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2024, Mobix Labs reported total assets of $37.3 million, increased total liabilities of $40.3 million, and a stockholders' deficit of $(3.0) million | Metric (in thousands) | Dec 31, 2024 | Sep 30, 2024 | | :--- | :--- | :--- | | Total Assets | $37,271 | $39,088 | | Total Liabilities | $40,310 | $33,558 | | Total stockholders' equity (deficit) | $(3,039) | $5,530 | - The company held **$405 thousand** in cash at the end of the quarter[16](index=16&type=chunk) - Current liabilities of **$28.4 million** significantly exceeded current assets of **$3.8 million** as of December 31, 2024[16](index=16&type=chunk) [Non-GAAP Financial Measures](index=1&type=section&id=Non-GAAP%20Financial%20Measures) Mobix Labs utilizes non-GAAP measures like Adjusted Gross Profit and Adjusted Loss from Operations to provide a clearer view of core business performance, showing improved profitability in Q1 2025 - The company provides non-GAAP financial measures to offer more transparency into business trends, excluding effects of non-cash expenses and acquisition-related charges[3](index=3&type=chunk) Reconciliation to Adjusted Loss from Operations | Reconciliation to Adjusted Loss from Operations (in thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP loss from operations | $(14,630) | $(17,269) | | Stock-based compensation expense | $9,802 | $12,705 | | Merger & acquisition- related expenses | $1,646 | $117 | | **Adjusted loss from operations** | **$(2,588)** | **$(4,097)** | Reconciliation to Adjusted Gross Profit | Reconciliation to Adjusted Gross Profit (in thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | GAAP gross profit | $1,687 | $(44) | | **Adjusted Gross Profit** | **$1,715** | **$24** | | **Adjusted Gross Margin %** | **54.1%** | **8.4%** | [Company Overview and Outlook](index=3&type=section&id=Company%20Overview%20and%20Outlook) Mobix Labs specializes in advanced wireless and wired connectivity components, targeting diverse markets, with a growth strategy focused on strategic acquisitions and product portfolio expansion - The company designs, develops, and sells components and systems for advanced wireless (RF, mmWave 5G) and wired connectivity (EMI filtering)[9](index=9&type=chunk) - Key target markets include consumer, commercial, industrial, automotive, medical, aerospace, and defense[9](index=9&type=chunk) - The company's growth strategy includes pursuing acquisitions of companies with existing revenue and technologies that can accelerate its market position[9](index=9&type=chunk) [Conference Call Information](index=2&type=section&id=Conference%20Call%20Information) Mobix Labs will host a conference call and webcast on Tuesday, February 18, 2025, at 2:00 PM Pacific Time to discuss its Q1 2025 financial results Conference Call Details | Detail | Information | | :--- | :--- | | Event | First Quarter 2025 Earnings Call | | Date | Tuesday, February 18, 2025 | | Time | 2:00pm Pacific Time / 5:00pm Eastern Time | | Webcast | Available on the Company's investor relations website |

Financial Data and Key Metrics Changes - In Q1 2025, Mobix Labs reported revenues of $3.17 million, exceeding prior guidance and marking a 7.3% sequential increase over the previous quarter [11][23] - Revenue increased 11-fold compared to the same fiscal quarter last year, indicating exceptional growth [23] - Adjusted gross margin for Q1 2025 was 54.1%, down from 56.6% in the prior quarter, reflecting ongoing price discipline and cost efficiencies [24][49] - Adjusted loss from operations improved by 28.9%, narrowing to $2.5 million from $3.6 million in Q4 [24][49] - Cash increased to $405,000 at the end of Q1, up from $266,000 in the prior quarter [25][50] Business Line Data and Key Metrics Changes - The EMI Interconnect Solutions product line is a high growth engine, with strong demand for Filtered ARINC Connectors launched in mid-2024 [14][38] - RaGE Systems continues to drive growth, recently awarded a Phase 1 SBIR grant from the U.S. Department of Defense for satellite communications technology [16][40] - Demand for millimeter wave imaging and security detection products remains robust, with advancements in imaging modules opening new market opportunities [41] Market Data and Key Metrics Changes - The company is expanding its presence in the aerospace and defense markets through the acquisition of Spacecraft Components Corp and SCP Manufacturing [12][36] - The integration of these acquisitions is expected to enhance operational efficiency and profitability [13][37] Company Strategy and Development Direction - Mobix Labs is focused on leveraging technology innovation, strategic acquisitions, and operational excellence to drive sustained growth [11][20] - The company aims to achieve a long-term gross margin of 60% and an adjusted operating margin of 30% [51][52] - Strategic investments in technology, talent, and infrastructure are planned to maximize shareholder value [45][20] Management's Comments on Operating Environment and Future Outlook - Management acknowledges substantial near-term variability associated with the acquisition strategy and sales cycles, opting to withhold revenue guidance for the second fiscal quarter [26][51] - The company remains committed to disciplined cost management to drive operational leverage and advance toward profitability [52] Other Important Information - The company is actively pursuing additional financing to capitalize on strategic acquisitions and rising customer demand [25][50] - Ongoing research collaborations with the University of Massachusetts at Lowell are generating innovations in infrastructure imaging and satellite communications [44] Q&A Session Summary Question: What are the expectations for future revenue growth? - Management did not provide specific revenue guidance for the upcoming quarter due to variability in acquisition strategy and sales cycles [26][51] Question: How is the company addressing operational efficiencies? - The company is focused on disciplined cost management and optimizing production capacity to meet growing customer demand [19][52]

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The company designs connectivity components and grows through strategic acquisitions in diverse high-tech markets - The company's core business involves designing and selling components for advanced wireless and wired connectivity, RF, switching, and EMI filtering technologies across multiple high-growth markets[227](index=227&type=chunk)[17](index=17&type=chunk) - A key component of the company's growth strategy is the acquisition of complementary businesses, including **Cosemi (2021), EMI Solutions (December 2023), and RaGE Systems (May 2024)**[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - For the fiscal year ended September 30, 2024, sales to Leidos Holdings, Inc, represented approximately **40% of net revenues**, indicating significant customer concentration[2](index=2&type=chunk) - The company competes with large, established semiconductor firms such as **Qualcomm, NXP, and Qorvo** in the wireless sector and with companies like **Amphenol and TE Connectivity** in the interconnect products market[3](index=3&type=chunk)[4](index=4&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces going concern risks, material weaknesses in internal controls, and potential Nasdaq delisting - The company has a history of operating losses and negative cash flows, which raises **substantial doubt about its ability to continue as a going concern**[288](index=288&type=chunk)[286](index=286&type=chunk) - **Multiple material weaknesses** in internal control over financial reporting have been identified, affecting the control environment, risk assessment, and IT general controls[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The company received **delinquency notices from Nasdaq** for failing to maintain minimum market value and bid price, creating a risk of delisting[387](index=387&type=chunk) - The **dual-class common stock structure** concentrates voting control with directors and management, limiting the influence of Class A stockholders[377](index=377&type=chunk)[378](index=378&type=chunk)[1](index=1&type=chunk) [Item 1C. Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity risk management is overseen by the audit committee, with no material incidents reported to date - The audit committee of the Board, along with the management team, has primary responsibility for assessing and managing cybersecurity risks[451](index=451&type=chunk) - To date, the company has not experienced any cybersecurity threats or incidents that have materially affected its operations, business strategy, or financial condition[426](index=426&type=chunk) [Item 2. Properties](index=35&type=section&id=Item%202.%20Properties) The company leases all its principal facilities, which are considered adequate for current and future operations Leased Properties | Location | Use | Square footage | | :--- | :--- | :--- | | Irvine, CA | Corporate headquarters | 19,436 | | Irvine, CA | Design, manufacturing and sales | 6,149 | | Lowell, MA | Design, manufacturing and sales | 5,085 | | Newburyport, MA | Design, manufacturing | 2,400 | [Item 3. Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company settled several disputes and is defending two lawsuits for alleged unpaid fees - Three disputes with plaintiff Manuchehr Neshat were fully settled via a global Settlement Agreement and Release in October 2024, which is not expected to have a material impact[8](index=8&type=chunk) - The company is defending a lawsuit from law firm Rutan & Tucker, LLP, which seeks to recover approximately **$700,000 in legal fees**[428](index=428&type=chunk) - A lawsuit was filed by Creditors Adjustment Bureau, Inc, to recover a purported debt of approximately **$132,000**[454](index=454&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq, and it has no history of paying cash dividends - The company's Class A Common Stock and Public Warrants are traded on Nasdaq under the symbols **"MOBX" and "MOBXW"**[11](index=11&type=chunk) - As of December 6, 2024, there were **33,681,049 Class A shares** held by 277 record holders and **2,129,901 Class B shares** held by six record holders[12](index=12&type=chunk) - The company has **never paid cash dividends** on its Common Stock and does not expect to declare any in the foreseeable future[431](index=431&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew significantly through acquisitions, but operating losses widened and liquidity concerns raise going concern doubts [Overview](index=38&type=section&id=Overview) The company's strategy focuses on acquisitions to scale revenue, highlighted by its merger and the RaGE Systems purchase - The company's corporate strategy has evolved to include acquisitions in diverse sectors like aerospace, military, and medical technology to scale revenue[18](index=18&type=chunk) - On December 21, 2023, the company completed its merger with Chavant Capital Acquisition Corp, becoming a public company and raising gross proceeds of **$21.0 million**[50](index=50&type=chunk)[460](index=460&type=chunk) - In May 2024, Mobix Labs acquired RaGE Systems for consideration of **3.2 million shares of Class A Common Stock** (valued at $7.7 million) and **$2.0 million in cash**[20](index=20&type=chunk)[49](index=49&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Acquisitions drove a 426% revenue increase, though higher SG&A expenses widened the operating loss Fiscal Year Performance Comparison | Metric (in thousands) | FY 2024 | FY 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenue | $6,442 | $1,224 | 426% | | Gross Profit | $2,552 | $(396) | nm | | Loss from Operations | $(46,395) | $(35,544) | 31% | | Net Loss | $(20,034) | $(39,621) | (49)% | - Net revenue increased by **$5.2 million (426%)** in FY 2024, primarily due to sales from the acquisitions of EMI Solutions and RaGE Systems[24](index=24&type=chunk) - Selling, general and administrative (SG&A) expenses rose by 74% to $41.8 million, largely driven by a **$20.6 million stock-based compensation charge** recognized upon the Merger's completion[499](index=499&type=chunk)[26](index=26&type=chunk) - A non-cash gain of **$31.9 million** was recognized due to the decrease in the fair value of the earnout liability, driven by the decline in the company's stock price[28](index=28&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company has a critical liquidity shortage, with substantial doubt about its ability to continue as a going concern - Management has **substantial doubt about the company's ability to continue as a going concern**, as it lacks adequate liquidity beyond the next ninety days[484](index=484&type=chunk) - As of September 30, 2024, the company's cash balance was **$266 thousand**, with a working capital deficit of **$20.8 million**[37](index=37&type=chunk) Cash Flow Summary | Activity (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,388) | $(14,626) | | Net cash used in investing activities | $(1,108) | $(633) | | Net cash provided by financing activities | $19,673 | $15,170 | [Critical Accounting Policies and Estimates](index=47&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Significant estimates are used for valuing complex financial instruments, stock options, and business combinations - The company uses a **Monte Carlo simulation model** to estimate the fair value of liability-classified instruments like the earnout liability[98](index=98&type=chunk)[43](index=43&type=chunk)[99](index=99&type=chunk) - The fair value of stock options is estimated using the **Black-Scholes option-pricing model**, which requires significant management assumptions[490](index=490&type=chunk)[72](index=72&type=chunk) - Accounting for business combinations requires significant estimates to allocate the purchase price to the fair value of assets acquired and liabilities assumed[105](index=105&type=chunk)[76](index=76&type=chunk) - Goodwill totaled **$16.1 million** as of September 30, 2024; a **$1.3 million impairment charge** was recorded in FY 2024 for acquisition-related intangible assets[78](index=78&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=52&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements include an auditor's report expressing substantial doubt about the company's going concern status [Report of Independent Registered Public Accounting Firm](index=53&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report highlights substantial doubt about the company's ability to continue as a going concern - The independent auditor's report includes a paragraph highlighting **substantial doubt about the Company's ability to continue as a going concern** due to recurring operating losses[87](index=87&type=chunk)[115](index=115&type=chunk) - The auditor, PricewaterhouseCoopers LLP, issued an opinion that the consolidated financial statements present fairly in conformity with U.S. GAAP[86](index=86&type=chunk) [Consolidated Financial Statements](index=54&type=section&id=Consolidated%20Financial%20Statements) The statements detail the company's financial position, operating results, and cash flows for fiscal years 2024 and 2023 Consolidated Balance Sheets Summary | Category (in thousands) | Sept 30, 2024 | Sept 30, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | $5,271 | $830 | | Total Assets | $39,088 | $18,748 | | **Liabilities & Equity** | | | | Total Current Liabilities | $26,107 | $20,423 | | Total Liabilities | $33,558 | $21,789 | | Total Stockholders' Equity (Deficit) | $5,530 | $(5,341) | Consolidated Statements of Operations Summary | Metric (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net Revenue | $6,442 | $1,224 | | Loss from Operations | $(46,395) | $(35,544) | | Net Loss | $(20,034) | $(39,621) | | Net Loss per Share (Basic) | $(0.73) | $(2.71) | Consolidated Statements of Cash Flows Summary | Activity (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,388) | $(14,626) | | Net cash used in investing activities | $(1,108) | $(633) | | Net cash provided by financing activities | $19,673 | $15,170 | | Net increase (decrease) in cash | $177 | $(89) | [Notes to Consolidated Financial Statements](index=59&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key notes detail the going concern issue, reverse recapitalization accounting, and acquisition details - Note 1 reiterates that operating losses and negative cash flows lead to **substantial doubt about its ability to continue as a going concern**[153](index=153&type=chunk) - Note 3 explains that the merger with Chavant was accounted for as a **reverse recapitalization**, with Legacy Mobix being the accounting acquirer[129](index=129&type=chunk) - Note 4 provides details on the acquisitions of **RaGE Systems (total consideration $9.5M)** and **EMI Solutions (total consideration $10.9M)**[640](index=640&type=chunk)[651](index=651&type=chunk)[637](index=637&type=chunk) - Note 18 details that the merger closing triggered a performance condition for 5,000,000 RSUs, leading to the recognition of **$20.6 million in stock-based compensation expense** in FY2024[537](index=537&type=chunk)[538](index=538&type=chunk) [Item 9A. Controls and Procedures](index=96&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were not effective - Management concluded that the company's **internal control over financial reporting was not effective** as of September 30, 2024[566](index=566&type=chunk) - Key material weaknesses identified include an **ineffective control environment** with insufficient accounting personnel, an inadequate risk assessment process, and a lack of formal controls[549](index=549&type=chunk)[550](index=550&type=chunk)[568](index=568&type=chunk) - The company also identified **material weaknesses in its IT general controls** related to change management, user access, and computer operations[569](index=569&type=chunk)[330](index=330&type=chunk) - A **remediation plan is underway**, which includes hiring additional personnel and implementing new controls, but it will not be considered remediated until fully tested over time[571](index=571&type=chunk)[554](index=554&type=chunk)

Mobix Labs, Inc. Form 8-K Current Report (October 15, 2024) [Item 2.02 Results of Operations and Financial Condition](index=1&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Mobix Labs announced preliminary financial results for Q4 and FY2024 via a press release, furnished for disclosure purposes - The company announced selected preliminary financial results for the fiscal fourth quarter and year ended September 30, 2024[3](index=3&type=chunk) - The announcement was made through a press release on October 15, 2024, which is attached as Exhibit 99.1[3](index=3&type=chunk) - The provided information, including Exhibit 99.1, is considered "furnished" and not "filed" under Section 18 of the Exchange Act, which limits legal liability associated with the disclosure[3](index=3&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD) A separate press release, furnished as Exhibit 99.2, was issued on October 17, 2024, discussing the company's 2024 growth - A press release discussing the company's 2024 growth was issued on October 17, 2024[4](index=4&type=chunk) - This press release is furnished as Exhibit 99.2[4](index=4&type=chunk)[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section details the exhibits accompanying the Form 8-K filing, including press releases and the interactive data file List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release issued by Mobix Labs, Inc. on October 15, 2024 | | 99.2 | Press Release issued by Mobix Labs, Inc. on October 17, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

Financial Data and Key Metrics Changes - Revenues for Q4 2024 reached $2.95 million, representing a 44% sequential increase and a full fiscal year growth rate of 426% [26][9] - Adjusted gross margin improved by 16.3 percentage points sequentially to 56.6% in Q4 2024, with a full year adjusted gross margin of 45% [27][28] - Adjusted loss from operations decreased by more than 12% in Q4 to $3.6 million, with a full year loss narrowing to $15.96 million [28][29] - Cash balance increased to $266,000 at the end of Q4, up from $205,000 in the prior quarter [29] Business Line Data and Key Metrics Changes - EMI interconnect solutions saw increased bookings, particularly in aerospace and defense sectors, driven by geopolitical factors [16][34] - Wireless systems achieved strong revenue and increased margins during RaGE Systems' first full quarter with Mobix Labs [17] Market Data and Key Metrics Changes - The acquisition of Spacecraft Components is expected to expand Mobix's reach into high-demand sectors such as military, defense, aerospace, and rail [24][25] - The company is experiencing increased opportunities in the EMI space due to ongoing geopolitical tensions [34] Company Strategy and Development Direction - The company focuses on organic growth in connectivity, wireless communications, security imaging, and detection, alongside a defined M&A strategy targeting aerospace, defense, transportation, and medical sectors [44][45] - The acquisition strategy aims to diversify offerings and expand into new markets while driving revenue and margins [22][31] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, forecasting consolidated revenues of $3.05 million to $3.15 million for Q1 2025, indicating continued growth momentum [29] - The company aims for long-term financial goals of achieving an adjusted gross margin of 60% and an adjusted operating margin of 30% [30] Other Important Information - The acquisition of Spacecraft Components is expected to be immediately accretive and enhance Mobix's sales strategy [25] - The company is actively pursuing additional financing to support its acquisition strategy and meet rising customer demand [29] Q&A Session Summary Question: Details on increased bookings for EMI interconnect solutions - Management noted that increased opportunities in the aerospace and defense sectors are driving the growth in bookings due to ongoing geopolitical tensions [34] Question: Visibility on bookings timeline - Management indicated that visibility typically extends out to two quarters [36] Question: Leveraging new employees from Spacecraft Components acquisition - Management confirmed that they will look for synergies to leverage the capabilities of Spacecraft, particularly in manufacturing [38] Question: Percentage of engineers among new employees - Management stated that less than 5% of the new employees from Spacecraft are engineers [40] Question: Strategies to drive shareholder value and stock price growth - Management reiterated a consistent strategy focusing on organic growth and M&A to accelerate growth [44][45] Question: Potential for strategic partnership with NVIDIA - Management expressed interest in aligning with NVIDIA's success and noted that Mobix's IP is applicable in the same ecosystem, anticipating increased demand for higher bandwidth applications [47]

As filed with the Securities and Exchange Commission on August 26, 2024 No. 333-281492 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ 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) ___________________________________________ (State or other jurisdiction of Incorporation or organization) (P ...