Mobix Labs, Inc. filed a Form S-1 registration statement with the SEC on October 30, 2026, seeking to register the resale of up to 6,000,000 shares of Class A Common Stock on behalf of a single selling stockholder.

Key Highlights

  • 6,000,000 shares registered for resale on behalf of one named selling stockholder, according to the filing.
  • Shares stem from preferred stock conversion: the offered shares are issuable upon conversion of 241 shares of Series A 10% Convertible Preferred Stock and 9,800 shares issuable upon exercise of Preferred Stock Purchase Warrants.
  • Potential proceeds of up to $9,800,000 may be received by the company solely to the extent the Preferred Warrants are exercised, per the filing.
  • Approximately 20.3% of outstanding Class A Common Stock as of October 14, 2026, would be represented by the offered shares if all are issued, the prospectus states.
  • Last closing price of $0.75 per share for the Class A Common Stock on Nasdaq as of October 29, 2026, as reported in the filing.
  • Company classified as a smaller reporting company and a non-accelerated filer, as indicated on the filing's cover page.

Mobix Labs Registers Preferred-Linked Shares for Single Stockholder Resale

Mobix Labs, Inc. (NASDAQ:MOBX), a Delaware-incorporated company headquartered in Irvine, California, filed a preliminary Form S-1 registration statement on October 30, 2026, covering the potential resale of up to 6,000,000 shares of Class A Common Stock, par value $0.00001 per share. The filing states that the company itself is not selling any shares and will not receive proceeds from the selling stockholder's sales of the offered securities.

According to the prospectus, the 6,000,000 shares are issuable to a single investor upon conversion of 241 shares of Series A 10% Convertible Preferred Stock already issued, plus 9,800 shares of the same series issuable upon exercise of Preferred Stock Purchase Warrants. The filing notes that any future shares issued as a dividend on the Series A 10% Convertible Preferred Stock are also included within the defined "Preferred Shares." The company disclosed it may receive up to $9,800,000 if the Preferred Warrants are exercised in full, and intends to use any such proceeds for working capital and general corporate purposes.

The filing cautions that the offered securities "represent a substantial percentage of the total outstanding shares" of Class A Common Stock and that their resale, "or the perception that these sales could occur, could result in a significant decline in the public trading price" of the stock. The prospectus also notes that other stockholders may separately resell securities under distinct resale prospectuses, potentially compounding any price impact. The company will bear all registration costs, while the selling stockholder will bear any applicable commissions or discounts. The registration is filed on a delayed or continuous basis under Rule 415 of the Securities Act of 1933.

What Was Disclosed

Mobix Labs filed an S-1 registration statement on October 30, 2026, to register up to 6,000,000 Class A Common Stock shares for resale by a single investor, linked to Series A 10% Convertible Preferred Stock and related warrants, with a potential $9,800,000 in warrant-exercise proceeds to the company.