As filed with the Securities and Exchange Commission on June 5, 2024 No. 333-278710 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) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

As filed with the Securities and Exchange Commission on June 5, 2024 No. 333-278710 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) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

Mergers and Acquisitions - The company completed the merger with Mobix Labs, Inc. on December 21, 2023, raising gross proceeds of $21,014, including a $19,750 private investment in public equity (PIPE) at $10.00 per share[190][199]. - The company plans to acquire RaGE Systems, Inc. for a total consideration of $12,000, which includes $10,000 in stock and $2,000 in cash, with potential earn-out payments of up to $8,000 over eight fiscal quarters[194][195]. - The acquisition of EMI Solutions, Inc. was completed on December 18, 2023, for a total consideration of $2,200 in cash and 964,912 shares of Legacy Mobix common stock valued at $8,856[200]. Financial Performance - Net revenue for the three months ended March 31, 2024, was $1,145,000, compared to $32,000 for the same period in 2023, reflecting an increase of $1,113,000 or 3,478%[211]. - For the six months ended March 31, 2024, net revenue was $1,430,000, up from $711,000 in the same period in 2023, representing an increase of $719,000 or 101%[212]. - Cost of revenue for the three months ended March 31, 2024, was $952,000, compared to $209,000 for the same period in 2023, an increase of $743,000 or 356%[215]. - Research and development expenses decreased to $1,397,000 for the three months ended March 31, 2024, from $2,633,000 in the same period in 2023, a decrease of $1,236,000 or 47%[218]. - Selling, general and administrative expenses for the three months ended March 31, 2024, were $7,358,000, down from $9,029,000 in the same period in 2023, a decrease of $1,671,000 or 19%[221]. - Loss from operations for the three months ended March 31, 2024, was $(8,562,000), compared to $(11,839,000) for the same period in 2023, an improvement of $3,277,000 or 28%[211]. - The company recognized a net loss of $(1,753,000) for the three months ended March 31, 2024, compared to $(13,142,000) for the same period in 2023, an improvement of $11,389,000 or 87%[211]. - For the six months ended March 31, 2024, the net loss was $(818,000), significantly improved from $(22,532,000) in the same period in 2023, an improvement of $21,714,000 or 96%[209]. Operational Challenges - The company experienced a decline in revenue for the year ended September 30, 2023, due to supply chain constraints that limited its ability to meet demand from its largest customer[203]. - The company is facing ongoing supply chain disruptions and inflationary pressures, which have negatively impacted gross margins and operational results[205][206]. - The company reduced its headcount by approximately 35% in January 2024 to address capital limitations and focus on completing the merger and acquisition activities[201]. Strategic Initiatives - The company is actively pursuing acquisitions to enhance its product portfolio and expand into strategically aligned industries, particularly in aerospace, military, defense, and medical sectors[189][192]. - The company has developed a range of wireless mmWave 5G integrated circuits aimed at improving performance, efficiency, size, and cost[189]. - The company has implemented operational measures to minimize turnaround time in fulfilling orders and is designing lower-cost products to maintain performance standards[205][206]. Cash Flow and Liabilities - For the six months ended March 31, 2024, net cash used in operating activities was $11,689, including a net loss of $818 and net non-cash credits of $11,807[245]. - The company reported a net cash increase of $2,904 for the six months ended March 31, 2024, compared to a decrease of $178 for the same period in 2023[244]. - As of March 31, 2024, the cash balance was $2,993, a significant increase from $89 at September 30, 2023[251]. - Total liabilities increased to $25,344 as of March 31, 2024, primarily due to the recognition of earnout and PIPE make-whole liabilities totaling $5,260[255]. - The company incurred a loss from operations of $25,831 for the six months ended March 31, 2024, contributing to an accumulated deficit of $85,241[257]. Valuation and Financial Reporting - The fair value of the earnout liability decreased, resulting in non-cash gains of $5,174,000 for the three months ended March 31, 2024[228]. - The fair value of the earnout liability was estimated using a Monte Carlo simulation model with a stock price of $10.66 and expected volatility of 50% as of December 21, 2023[265]. - The fair value of the PIPE make-whole liability was estimated with a stock price of $10.17 and expected volatility of 49% as of December 21, 2023[268]. - The company is classified as an "emerging growth company" and will take advantage of certain exemptions from various reporting requirements[285]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[288]. Stock and Compensation - The company recognizes stock-based compensation expense over a typical service period of four years[272]. - The fair value of common stock is determined based on quoted market prices post-merger, while pre-merger valuations considered various factors including third-party valuations and operational developments[269].

[Q2 2024 Financial and Business Highlights](index=1&type=section&id=Q2%202024%20Financial%20and%20Business%20Highlights) [Financial Performance](index=1&type=section&id=Financial%20Performance) Mobix Labs reported a significant sequential revenue increase of **over 300%** to **$1.1 million** in Q2 2024, with GAAP loss from operations improving to **$8.56 million** from **$17.27 million** in the prior quarter, while non-GAAP loss from operations remained relatively stable at **$4.08 million** Q2 2024 vs Q1 2024 Financial Highlights | Metric | Q2 2024 | Q1 2024 | Sequential Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1.1 million | $0.29 million | +302% | | GAAP Loss from Operations | ($8.56 million) | ($17.27 million) | Improvement | | Non-GAAP Loss from Operations | ($4.08 million) | ($4.21 million) | Stable | [Business and Strategic Developments](index=1&type=section&id=Business%20and%20Strategic%20Developments) The company executed several key strategic initiatives, highlighted by the signing of a definitive agreement to acquire RaGE Systems, which is expected to expand its technology portfolio and market reach, alongside a global distribution agreement with Arrow Electronics, the launch of a new high-power RF switch, securing a **$100 million** equity line of credit, and winning multiple contracts in the defense sector - Signed a definitive agreement to acquire RaGE Systems to accelerate its technology portfolio in next-generation wireless communications and diversify its product offerings[1](index=1&type=chunk)[2](index=2&type=chunk)[4](index=4&type=chunk) - Entered into a global distribution agreement with Arrow Electronics, initially focusing on Mobix Labs' Electromagnetic Interference (EMI) Filtering products for the defense and aerospace markets[4](index=4&type=chunk) - Secured an equity line of credit providing access to up to **$100 million** from B. Riley Principal Capital II, LLC to support growth and strategic acquisitions[2](index=2&type=chunk)[9](index=9&type=chunk) - Key product and contract wins include: - Launched the **MBX3110 SP10T high-power RF switch** for the land mobile radio (LMR) market - Began selling proprietary filtering products to **GE HealthCare** and **PerkinElmer** - Awarded contracts for connectivity solutions for the **Tomahawk Missile System**, **Javelin Missile System**, and **M-1 Abrams Tank**[9](index=9&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) Contingent upon the closing of the RaGE Systems acquisition, Mobix Labs projects continued revenue growth through the second half of fiscal 2024, expecting net revenues to be in the range of **$1.8 to $2.2 million** for the third quarter and **$2.6 to $3.2 million** for the fourth quarter Fiscal 2024 Revenue Outlook (Subject to RaGE acquisition closing) | Fiscal Quarter | Expected Net Revenue Range | | :--- | :--- | | Q3 2024 | $1.8 - $2.2 million | | Q4 2024 | $2.6 - $3.2 million | [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2024, Mobix Labs reported net revenue of **$1.145 million**, a substantial increase from **$32 thousand** in the prior-year period, and recorded a net loss of **$1.753 million**, or **($0.09)** per basic share, a significant improvement compared to a net loss of **$13.142 million**, or **($0.94)** per basic share, in the same quarter of 2023 Statement of Operations Highlights (Three Months Ended March 31) | Metric (in thousands, except per share) | 2024 | 2023 | | :--- | :--- | :--- | | Net revenue | $1,145 | $32 | | Loss from operations | ($8,562) | ($11,839) | | Net loss | ($1,753) | ($13,142) | | Net loss per common share (Basic) | ($0.09) | ($0.94) | [Reconciliation of GAAP to Non-GAAP Measures](index=6&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) The company provided reconciliations for key non-GAAP metrics, adjusting the GAAP loss from operations of **$8.56 million** for items including stock-based compensation (**$1.44 million**) and merger-related expenses (**$2.40 million**) to arrive at a non-GAAP loss from operations of **$4.08 million**, with the non-GAAP gross margin for the quarter at **33.7%**, a significant improvement from the negative margin in the prior-year period Reconciliation to Non-GAAP Loss from Operations (Q2 2024, in thousands) | Description | Amount | | :--- | :--- | | GAAP loss from operations | ($8,562) | | Stock-based compensation expense | $1,441 | | Merger and acquisition-related expenses | $2,398 | | Other adjustments (Depreciation, Amortization, etc.) | $641 | | **Non-GAAP loss from operations** | **($4,082)** | GAAP vs. Non-GAAP Gross Margin (Q2 2024) | Metric | Amount | Percentage | | :--- | :--- | :--- | | GAAP gross profit | $193 thousand | 16.9% | | Non-GAAP gross profit | $386 thousand | 33.7% | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, Mobix Labs reported total assets of **$29.5 million** and total liabilities of **$25.3 million**, with total stockholders' equity turning positive to **$4.15 million** from a deficit of **$5.34 million** at the end of fiscal year 2023, and cash increasing significantly to **$2.99 million** from **$89 thousand** Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | September 30, 2023 | | :--- | :--- | :--- | | Cash | $2,993 | $89 | | Total Assets | $29,497 | $18,748 | | Total Liabilities | $25,344 | $21,789 | | Total Stockholders' Equity (Deficit) | $4,153 | ($5,341) | [Other Information](index=2&type=section&id=Other%20Information) [About Mobix Labs, Inc.](index=3&type=section&id=About%20Mobix%20Labs%2C%20Inc.) Based in Irvine, California, Mobix Labs is a fabless semiconductor company that develops and delivers mmWave 5G and C-Band wireless solutions, along with connectivity and filtering products, serving next-generation communication systems in the aerospace, military, and high-reliability medical markets - **Mobix Labs is a fabless semiconductor company** focused on next-generation connectivity solutions for wired, wireless 5G, military, defense, aerospace, and medical industries[1](index=1&type=chunk)[12](index=12&type=chunk) [Forward-Looking Statements and Risk Factors](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) The report contains forward-looking statements regarding the company's future expectations, including the anticipated closing and benefits of the RaGE Systems acquisition, financial outlook, and market conditions, and details significant risk factors that could impact performance, such as security price volatility, capital requirements, competition, supply chain issues, and the challenges of being an early-stage company - The press release includes forward-looking statements concerning the RaGE Systems acquisition, the B. Riley equity line, financial outlook, and future product development[13](index=13&type=chunk) - Key risks identified include security price volatility, inability to meet future capital needs, challenges in commercializing products, competition, and the company's limited operating history[14](index=14&type=chunk) [Conference Call Information](index=3&type=section&id=Conference%20Call%20Information) The company hosted its second quarter 2024 earnings conference call on Tuesday, May 14, 2024, at 2:00 p.m. Pacific Time, with details for accessing the webcast and a replay provided on the company's investor relations website - The earnings conference call was held on May 14, 2024, at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time[11](index=11&type=chunk)

As filed with the Securities and Exchange Commission on May 1, 2024 No. 333-278451 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) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primar ...

As filed with the Securities and Exchange Commission on May 1, 2024 No. 333-278451 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) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primar ...

As filed with the Securities and Exchange Commission on April 15, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ 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 | (Primary Standard Industrial ...

As filed with the Securities and Exchange Commission on April 15, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ __________________________________ Approximate date of commencement of proposed sale to the public: From time to time ...

As filed with the Securities and Exchange Commission on April 1, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ 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 | (Primary Standard Industrial | ...

As filed with the Securities and Exchange Commission on April 1, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ 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 | (Primary Standard Industrial | ...