As filed with the Securities and Exchange Commission on October 14, 2011

Registration No. 333-176586

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MOBITV, INC.

(Exact name of registrant as specified in its charter)

6425 Christie Avenue, 5th Floor

Emeryville, CA 94608

(510) 450-5000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Charles A. Nooney

Chairman and Chief Executive Officer

MobiTV, Inc.

6425 Christie Avenue, 5th Floor

Emeryville, CA 94608

(510) 450-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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 (the “Securities Act”), 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, 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act of 1934 (the “Exchange Act”). (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This amendment is being filed solely to file exhibits to the Registration Statement on Form S-I (333-176586) (the “Registration Statement”). Otherwise, no changes have been made to Part I or Part II of the Registration Statement.

Part II

Information not required in prospectus

The following table sets forth the costs and expenses to be paid by the Registrant in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the Delaware General Corporation Law, the Registrant’s certificate of incorporation as in effect upon the closing of this offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except for liability:

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As permitted by the Delaware General Corporation Law, the Registrant’s bylaws, that will be in effect upon the closing of this offering, provide that:

The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer or employee of the Registrant regarding which indemnification is sought. Reference is also made to Section                      of the Underwriting Agreement, which provides for the indemnification of executive officers, directors and controlling persons of the Registrant against certain liabilities. The indemnification provision in the Registrant’s certificate of incorporation, bylaws and the indemnity agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for securities matters.

Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:

Since January 1, 2008, the Registrant has issued and sold the following securities:

(1) On February 28, 2008, the Registrant issued a warrant to purchase 33,277 shares of Series C preferred stock at an exercise price of $6.01 per share to a lender in connection with a loan transaction. This warrant was amended in May 21, 2008 to increase the number of shares issuable upon its exercise to an aggregate of 37,438 shares of Series C preferred stock.

(2) On February 28, 2008, the Registrant issued a warrant to purchase 14,679 shares of Series B preferred stock and 53,245 shares of Series C preferred stock at an exercise price of $5.45 per

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share and $6.01 per share, respectively, to a lender in connection with an equipment financing transaction.

(3) On February 28, 2008, the Registrant granted options to purchase an aggregate of 24,529 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $4.00 per share.

(4) On March 25, 2008, the Registrant amended outstanding options to purchase an aggregate of 7,700,519 shares of common stock under its 2000 Equity Incentive Plan held by 143 service providers to (i) reduce the exercise price of such stock options to $4.00 per share, (ii) reduce the term of such stock options from 10 to seven years from the initial dates of grant and (iii) impose a prohibition on the transfer of the shares issuable upon exercise of such stock options.

(5) On March 25, 2008, the Registrant granted options to purchase an aggregate of 805,912 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $4.00 per share.

(6) On April 22, 2008, the Registrant granted options to purchase an aggregate of 153,967 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $4.00 per share.

(7) On August 4, 11, and 27, 2008, the Registrant granted options to purchase an aggregate of 724,665 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $3.00 per share.

(8) On October 8, 2008, the Registrant granted options to purchase an aggregate of 226,065 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.95 per share.

(9) On February 4, 2009, the Registrant granted options to purchase an aggregate of 171,800 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.19 per share.

(10) On April 6, 2009, the Registrant replaced options to purchase an aggregate of 9,340,916 shares of common stock under its 2000 Equity Incentive Plan with options to purchase an aggregate of 9,340,916 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.32 per share.

(11) On April 6, 2009, the Registrant granted options to purchase an aggregate of 1,152,675 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.32 per share.

(12) On August 6, 2009, the Registrant granted options to purchase an aggregate of 937,315 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.57 per share.

(13) On October 27, 2009, the Registrant granted options to purchase an aggregate of 214,175 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.16 per share.

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(14) On November 17, 2009, the Registrant granted options to purchase an aggregate of 69,568 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.32 per share.

(15) On February 23, 2010, the Registrant granted options to purchase an aggregate of 914,665 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.08 per share.

(16) On March 1, 2010, the Registrant granted options to purchase an aggregate of 537,500 shares of common stock under its 2000 Equity Incentive Plan at an exercise price of $1.08 per share.

(17) On May 25, 2010, the Registrant granted options to purchase an aggregate of 461,250 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $1.02 per share.

(18) On August 24, 2010, the Registrant granted options to purchase an aggregate of 375,550 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $1.06 per share.

(19) On December 9, 2010, the Registrant granted options to purchase an aggregate of 153,500 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $1.15 per share.

(20) On March 1, 2011, the Registrant granted options to purchase an aggregate of 1,439,621 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $1.37 per share.

(21) On May 24, 2011, the Registrant granted options to purchase an aggregate of 412,800 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $2.01 per share.

(22) On June 7, 2011, the Registrant granted options to purchase an aggregate of 100,000 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $2.01 per share to three members of its board of directors.

(23) On March 22, 2011, the Registrant issued 10,000 shares of common stock upon exercise of an option granted under its 2000 Equity Incentive Plan to an employee with an exercise price of $1.40 per share for an aggregate purchase price of $14,000.

(24) On August 29, 2011, the Registrant granted options to purchase an aggregate of 289,390 shares of common stock under its 2010 Equity Incentive Plan at an exercise price of $3.08 per share.

(25) Since January 1, 2008, excluding the issuance described in item (23) above, the Registrant has issued an aggregate of 2,855,229 shares of common stock upon exercise of options granted under its 2000 Equity Incentive Plan with a weighted average exercise price of $0.22 per share for an aggregate purchase price of $626,900.

(26) Since August 1, 2008, the Registrant has issued an aggregate of 333 shares of common stock upon exercise of options granted under its 2010 Equity Incentive Plan with a weighted average exercise price of $1.13 per share for an aggregate purchase price of $375.

The issuances of the securities described in items (1), (2) and (23) above were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as a

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transaction by an issuer not involving any public offering. The issuances described in items (3)-(22) and (24)-(26) above were exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act pursuant to benefit plans and contracts relating to compensation.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Registrant believes each transaction was exempt from the registration requirements of the Securities Act as stated above. All recipients of the foregoing transactions either received adequate information about the Registrant or had access, through their relationships with the Registrant, to such information. Furthermore, the Registrant affixed appropriate legends to the share certificates and instruments issued in each foregoing transaction setting forth that the securities had not been registered and the applicable restrictions on transfer.

(a) Exhibits.

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(b) Financial statement schedules.

All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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Signatures

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on October 14, 2011.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

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Exhibit index