Core Viewpoint - Aeluma, Inc. (NASDAQ: ALMU) is rated as a buy due to significant contracts with NASA, the Department of Energy (DOE), and the US Navy, which are expected to drive revenue growth in FY2026 [1] Group 1: Company Overview - Aeluma, Inc. has secured contracts with key government agencies, indicating strong potential for future revenue [1] - The company's focus on technology, innovation, and sustainability positions it well within the investment landscape [1] Group 2: Analyst Background - The analyst employs a "First Principles" approach to investment analysis, breaking down complex problems to identify overlooked opportunities [1] - The analyst has a strong background in investment, private equity, and venture capital, with a proven track record of delivering strong returns [1]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 001-42570 AELUMA, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) ...

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Management Commentary](index=1&type=section&id=Management%20Commentary) Aeluma's CEO highlighted significant FY2025 momentum and strategic positioning for substantial FY2026 progress - Aeluma built momentum in **FY2025** with increased manufacturing readiness, commercialization traction, and elevated market visibility after its **Nasdaq uplist**[2](index=2&type=chunk) - The company's semiconductor technology addresses critical needs in **AI infrastructure, defense and aerospace, mobile and consumer electronics, and quantum computing**[2](index=2&type=chunk) - **Fiscal 2026** is expected to be a year of significant progress in executing go-to-market strategy and creating long-term value[2](index=2&type=chunk) [Recent Company Highlights](index=1&type=section&id=Recent%20Company%20Highlights) Aeluma achieved key FY2025 milestones, including R&D contract wins, a manufacturing breakthrough, and a strong financial position - Secured **six R&D contracts** in **fiscal year 2025**, including two in the fourth quarter[3](index=3&type=chunk) - Key contract wins include **NASA** for quantum computing, **U.S. Navy** for submarine imaging sensors and optical interconnects, and **Department of Energy** for photodetector sensors[3](index=3&type=chunk) - Unveiled a **manufacturing breakthrough** in collaboration with Thorlabs, applicable to quantum computing and communication systems[3](index=3&type=chunk) - Closed FY2025 with a strong financial position: **$15.7 million in cash** and **no debt**[3](index=3&type=chunk) - Added to the **Russell 3000 Index** (effective June 30, 2025) and the **MSCI Global Micro Cap Index** (effective August 26, 2025)[3](index=3&type=chunk) - Appointed **Christopher Stewart as CFO**, effective August 4, 2025, bringing over 20 years of financial leadership experience[3](index=3&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) [Fiscal Q4 2025 Financial Results](index=2&type=section&id=Fiscal%20Q4%202025%20Financial%20Results) Aeluma reported significant Q4 2025 revenue growth from R&D contracts, with improved GAAP net loss and Adjusted EBITDA loss | Metric | Q4 2025 (in thousands) | Q4 2024 (in thousands) | Q3 2025 (in thousands) | | :------------------- | :--------------------- | :--------------------- | :--------------------- | | Revenue | $1,300 | $279 | $1,300 | | GAAP Net Loss | $859 | $988 | ($1,500 income) | | Adjusted EBITDA Loss | $113 | $718 | ($109 gain) | - Revenue in **Q4 2025** was primarily from **R&D contracts**[7](index=7&type=chunk) - GAAP net income decreased from the prior quarter primarily due to a **$2.6 million non-cash gain** in fair value of derivative liabilities recorded in **Q3 2025**[7](index=7&type=chunk) [Full Fiscal Year 2025 Financial Results](index=2&type=section&id=Full%20Fiscal%20Year%202025%20Financial%20Results) Aeluma achieved substantial FY2025 revenue growth, improved GAAP net loss and Adjusted EBITDA, and ended with strong cash | Metric | FY 2025 (in thousands) | FY 2024 (in thousands) | | :------------------- | :--------------------- | :--------------------- | | Full Year Revenue | $4,700 | $919 | | GAAP Net Loss | $3,000 | $4,600 | | Adjusted EBITDA | $186 | ($3,500 loss) | - **2025 revenue** was primarily from **R&D contracts**[7](index=7&type=chunk) - **GAAP and non-GAAP net loss**, and **adjusted EBITDA** all improved year over year primarily due to **increased revenue from R&D contracts**[7](index=7&type=chunk) - Cash and cash equivalents totaled **$15.7 million** at **June 30, 2025**, compared to **$1.3 million** as of **June 30, 2024**[7](index=7&type=chunk) [Outlook and Strategic Priorities](index=2&type=section&id=Outlook%20and%20Strategic%20Priorities) [Fiscal Year 2026 Guidance](index=2&type=section&id=Fiscal%20Year%202026%20Guidance) Aeluma provided its revenue guidance for fiscal year 2026, projecting continued growth - Aeluma expects revenue for the full fiscal year 2026 to be in the range of **$4.0 million to $6.0 million**[6](index=6&type=chunk) [Strategic Priorities for FY2026](index=2&type=section&id=Strategic%20Priorities%20for%20FY2026) Aeluma's FY2026 strategic priorities focus on new contracts, team expansion, manufacturing, and go-to-market traction - New Contract Wins: Target **three to seven new development contracts** to provide non-dilutive funding for R&D and grow partnership opportunities[7](index=7&type=chunk) - Team Expansion: Addition of **business development and go-to-market teams**, expanded **technical leadership and staff**, and an expansion of **operations team**[7](index=7&type=chunk) - Enhanced Manufacturing Readiness: Focus on higher levels of **outsourced wafer manufacturing productivity**, expanded **test and validation capabilities**, **technology qualification** for targeted industries, and expanded **supply chain partnerships**[7](index=7&type=chunk) - Go-to-Market Traction: Continued progress on opportunities in **targeted commercial markets** and increasing the number of **customer engagements** in the pipeline[7](index=7&type=chunk) [Note about Non-GAAP Financial Measures](index=3&type=section&id=Note%20about%20Non-GAAP%20Financial%20Measures) [Non-GAAP Financial Measures Explanation](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) This section clarifies non-GAAP financial measures for supplemental investor insight into performance and core operations - Non-GAAP financial measures are presented as **supplemental information** to management and investors, **not as a substitute for GAAP**[8](index=8&type=chunk) - Non-GAAP net income (loss) excludes **stock-based compensation, amortization of discount on convertible notes, and changes in fair value of derivative liabilities**[12](index=12&type=chunk) - Adjusted EBITDA is defined as **non-GAAP net income (loss) plus depreciation and amortization expenses, less interest income**[12](index=12&type=chunk) - A **reconciliation** between GAAP and non-GAAP financial results is provided in the financial statements portion of the press release[9](index=9&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) [About Aeluma, Inc.](index=3&type=section&id=About%20Aeluma%2C%20Inc.) Aeluma, Inc. is a transformative semiconductor company specializing in high-performance photonic and electronic technologies - Aeluma is a **transformative semiconductor company** specializing in **high-performance photonic and electronic technologies** that scale[11](index=11&type=chunk) - The company's **proprietary platform** combines **compound semiconductors** with **scalable manufacturing** for mass market microelectronics, enabling **volume production** and **large-scale integration**[11](index=11&type=chunk) - Applications for Aeluma's technology include **mobile, AI, defense and aerospace, robotics, automotive, AR/VR, and quantum**[11](index=11&type=chunk) - Headquartered in **Goleta, California**, Aeluma operates state-of-the-art **R&D and manufacturing capabilities** and partners with **production-scale fabrication foundries**[11](index=11&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section cautions that non-historical statements are forward-looking, subject to risks, and actual results may differ - All statements not historical are **forward-looking**, based on current expectations, estimates, and projections[10](index=10&type=chunk) - Forward-looking statements involve **known and unknown risks, uncertainties, and assumptions** that are difficult or impossible to predict[10](index=10&type=chunk) - **Actual results may differ materially** from those in forward-looking statements due to various factors, including those described in SEC filings[10](index=10&type=chunk) - The Company undertakes **no obligation to revise or update** information in this release to reflect future events or circumstances[10](index=10&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) This section provides contact details for Aeluma, Inc. and its investor relations team - Company Contact: **Aeluma, Inc.**, **(805) 351-2707**, **info@aeluma.com**[12](index=12&type=chunk) - Investor Contact: **Financial Profiles, Inc.**, **Tony Rossi (310) 622-8221**, **Jeff Haas (310) 622-8240**, **ir@aeluma.com**[12](index=12&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets show Aeluma's FY2025 financial position, with significant increases in total assets and equity | ($ in thousands) | June 30, 2025 | June 30, 2024 | | :--------------------------------- | :------------ | :------------ | | Cash and cash equivalents | $3,628 | $1,291 | | Certificate of deposit | $12,112 | - | | Total current assets | $17,335 | $1,393 | | Total assets | $19,406 | $3,844 | | Total liabilities | $1,508 | $1,568 | | Total stockholders' equity | $17,898 | $2,276 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The Consolidated Statements of Operations show Aeluma's financial performance for Q4 and FY2025, with substantial revenue growth and reduced net loss | ($ in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Twelve Months Ended June 30, 2025 | Twelve Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $1,317 | $279 | $4,665 | $919 | | Loss from operations | $(969) | $(989) | $(2,142) | $(4,563) | | Net income (loss) | $(859) | $(988) | $(3,022) | $(4,562) | | Net income (loss) per share: Basic | $(0.05) | $(0.08) | $(0.23) | $(0.37) | [Reconciliation of GAAP and Non-GAAP Financial Measures](index=6&type=section&id=Reconciliation%20of%20GAAP%20and%20Non-GAAP%20Financial%20Measures) This reconciliation details adjustments from GAAP net income (loss) to Non-GAAP net income (loss) and Adjusted EBITDA | ($ in thousands, except per share data) | Twelve Months Ended June 30, 2025 | Twelve Months Ended June 30, 2024 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | GAAP net income (loss) | $(3,022) | $(4,562) | | Total adjustments to GAAP net income (loss) | $2,906 | $765 | | Non-GAAP net income (loss) | $(116) | $(3,797) | | Adjusted EBITDA | $186 | $(3,487) | - Key non-GAAP adjustments include **stock-based compensation, amortization of discount on convertible notes, and changes in fair value of derivative liabilities**[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The Consolidated Statements of Cash Flows show a significant FY2025 increase in cash, driven by financing activities | ($ in thousands) | Twelve Months Ended June 30, 2025 | Twelve Months Ended June 30, 2024 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(1,148) | $(3,455) | | Net cash used in investing activities | $(161) | $(322) | | Net cash provided by (used in) financing activities | $15,758 | $(4) | | Net change in cash and cash equivalents, and certificate of deposit | $14,449 | $(3,781) | | Cash and cash equivalents, and certificate of deposit, end of period | $15,740 | $1,291 | - Financing activities provided significant cash, including **$3,145 thousand from convertible notes issuance** and **$12,588 thousand from a public offering**[22](index=22&type=chunk)

Core Insights - Aeluma, Inc. reported significant growth in revenue and secured multiple new contracts, indicating strong momentum in the semiconductor industry [1][2][6]. Financial Performance - Fiscal Q4 2025 revenue reached $1.3 million, a substantial increase from $279 thousand in Q4 2024, with revenue primarily derived from R&D contracts [4][6]. - Full year 2025 revenue totaled $4.7 million, compared to $919 thousand in the previous year, showcasing a strong year-over-year growth [5][6]. - The company closed FY2025 with a GAAP net loss of $3.0 million, an improvement from a net loss of $4.6 million in FY2024 [5][6]. New Contracts and Partnerships - Aeluma secured six R&D contracts in FY2025, including significant contracts with NASA, the U.S. Navy, and the Department of Energy, focusing on advanced technologies for quantum computing and defense applications [6][2]. - The company announced a manufacturing breakthrough in collaboration with Thorlabs, enhancing its capabilities in quantum computing and communication systems [6]. Strategic Outlook - For FY2026, Aeluma anticipates revenue between $4.0 million and $6.0 million, reflecting continued growth and market expansion [7]. - The company aims to enhance manufacturing readiness, expand its team, and increase customer engagements in targeted commercial markets [10][12]. Market Position and Visibility - Aeluma's technology is positioned to meet critical needs in fast-growing sectors such as AI infrastructure, defense, aerospace, and quantum computing [2][6]. - The company was added to the Russell 3000 Index and the MSCI Global Micro Cap Index, enhancing its market visibility [6].

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents Aeluma, Inc.'s unaudited consolidated financial statements and management's analysis of financial condition and operations [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Aeluma, Inc.'s unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, cash flows, and detailed notes on business, accounting policies, and financial activities [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of Aeluma, Inc.'s financial position at specific dates, detailing assets, liabilities, and stockholders' equity Consolidated Balance Sheet Highlights (March 31, 2025 vs. June 30, 2024) | Metric | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total Assets | $19,361,740 | $3,844,047 | | Total Liabilities | $1,364,645 | $1,567,886 | | Total Stockholders' Equity | $17,997,095 | $2,276,161 | | Cash and cash equivalents | $3,865,659 | $1,291,072 | | Certificate of deposit | $12,000,000 | $ - | | Accounts receivable | $1,143,417 | $60,004 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) This section reports Aeluma, Inc.'s financial performance over specific periods, detailing revenues, expenses, and net income or loss Consolidated Statements of Operations Highlights (Three Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $1,254,966 | $343,894 | | Loss from operations | $(831,470) | $(962,768) | | Net income (loss) | $1,460,893 | $(962,651) | | Basic Net income (loss) per share | $0.12 | $(0.08) | Consolidated Statements of Operations Highlights (Nine Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $3,348,220 | $639,286 | | Loss from operations | $(1,173,252) | $(3,574,278) | | Net loss | $(2,163,550) | $(3,573,480) | | Basic Net loss per share | $(0.18) | $(0.29) | - The significant net income for the three months ended March 31, 2025, was primarily driven by a **$2,577,103 change in the fair value of derivative liabilities**[12](index=12&type=chunk) [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This section details changes in Aeluma, Inc.'s equity accounts over specific periods, including stock issuances, conversions, compensation, and net income/loss Changes in Stockholders' Equity (Nine Months Ended March 31, 2025) | Item | Amount | | :--- | :--- | | Balance, July 1, 2024 | $2,276,161 | | Issuance of common stock, net of offering costs | $12,587,439 | | Conversion of convertible notes | $1,666,899 | | Conversion of derivative liabilities | $2,171,071 | | Stock-based compensation | $1,148,986 | | Net loss | $(2,163,550) | | Balance, March 31, 2025 | $17,997,095 | Changes in Stockholders' Equity (Nine Months Ended March 31, 2024) | Item | Amount | | :--- | :--- | | Balance, July 1, 2023 | $6,110,290 | | Repurchase of common stock | $(4,001) | | Stock-based compensation | $568,340 | | Net loss | $(3,573,480) | | Balance, March 31, 2024 | $3,101,149 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section reports Aeluma, Inc.'s cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows Highlights (Nine Months Ended March 31) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,082,677) | $(2,876,190) | | Net cash used in investing activities | $(85,175) | $(316,934) | | Net cash provided by (used in) financing activities | $15,742,439 | $(4,001) | | Net change in cash and cash equivalent, and certificate of deposit | $14,574,587 | $(3,197,125) | | Cash and cash equivalent, and certificate of deposit, end of period | $15,865,659 | $1,874,565 | - Net cash provided by financing activities in 2025 included **$3,145,000 from convertible notes issuance** and **$12,587,439 from a public offering**[17](index=17&type=chunk) - Non-cash disclosures for 2025 include **$1,666,988 from conversion of convertible notes** to stockholders' equity and **$2,471,071 from conversion of derivative liabilities** to stockholders' equity[17](index=17&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements, clarifying accounting policies and specific transactions [Note 1 – The Company](index=8&type=section&id=Note%201%20%E2%80%93%20The%20Company) Aeluma, Inc. develops novel optoelectronic and electronic devices using proprietary techniques for cost-effective mass-market semiconductor manufacturing across diverse applications - Aeluma develops novel optoelectronic and electronic devices for sensing, communication, and computing applications[19](index=19&type=chunk) - The company's technology enables **cost-effective manufacturing of high-performance photodetectors and arrays** for imaging applications in mobile devices and other sectors[19](index=19&type=chunk) - Aeluma's technology is broadly applicable across mobile, automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing[19](index=19&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=8&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note details Aeluma's significant accounting policies, covering GAAP presentation, estimates, cash, convertible debt, fair value, assets, revenue recognition, income per share, stock compensation, and income taxes [Basis of Presentation](index=8&type=section&id=Basis%20of%20Presentation) Consolidated financial statements are unaudited, GAAP-compliant, include recurring adjustments, and should be read with the Annual Report on Form 10-K [Use of Estimates and Assumptions](index=8&type=section&id=Use%20of%20Estimates%20and%20Assumptions) Financial statement preparation involves management estimates and assumptions, which may lead to actual results differing materially [Reclassification of Prior Year Presentation](index=8&type=section&id=Reclassification%20of%20Prior%20Year%20Presentation) Certain prior year amounts have been reclassified for consistency with the current year presentation, with no effect on the reported consolidated financial statements [Cash and Cash Equivalents, and Certificate of Deposit](index=8&type=section&id=Cash%20and%20Cash%20Equivalents,%20and%20Certificate%20of%20Deposit) Cash and cash equivalents include highly liquid debt instruments with original maturities of three months or less, with excess cash invested in certificates of deposit, including a **$12,000,000** certificate as of March 31, 2025 - As of March 31, 2025, the Company held a certificate of deposit with a carrying value of **$12,000,000** and an accrued interest receivable of **$2,459**[23](index=23&type=chunk) - The certificate of deposit has a **seven-month maturity period** and bears interest at a rate of **3.74%**[23](index=23&type=chunk) [Concentration of Risk](index=9&type=section&id=Concentration%20of%20Risk) The company maintains cash in bank deposit accounts that may exceed federally insured limits but has not experienced any losses [Convertible Debt Instruments](index=9&type=section&id=Convertible%20Debt%20Instruments) Convertible debt instruments are evaluated for derivative financial instruments, with bifurcated embedded features recorded at fair value and changes recognized in earnings [Fair Value of Financial Instruments](index=9&type=section&id=Fair%20Value%20of%20Financial%20Instruments) Fair value is determined using market or income approaches, prioritizing observable inputs, with Level 3 embedded derivatives valued using Black-Scholes, all of which were converted by March 31, 2025 - Embedded derivatives are classified in Level 3 and valued using the Black-Scholes option-pricing model due to significant unobservable inputs[29](index=29&type=chunk) - During the three months ended March 31, 2025, convertible notes were converted into common stock, and the fair value of embedded derivative liabilities was remeasured at **$6.25 per share** prior to conversion[30](index=30&type=chunk) - As of March 31, 2025, all derivative liabilities were exercised, and the Company had no remaining outstanding derivative liabilities[31](index=31&type=chunk) Fair Value of Embedded Derivatives (July 1, 2024 to March 31, 2025) | Metric | Amount | | :--- | :--- | | Beginning balance at July 1, 2024 | $ - | | New derivative liabilities | $2,193,129 | | Change in fair value of derivative liabilities | $277,942 | | Conversion of derivative liabilities | $(2,471,071) | | Ending balance at March 31, 2025 | $ - | [Property and Equipment](index=10&type=section&id=Property%20and%20Equipment) Property, equipment, and leasehold improvements are reported at historical cost, net of accumulated depreciation and amortization, computed using the straight-line method [Intangible Assets](index=10&type=section&id=Intangible%20Assets) Intangible assets, primarily the Aeluma.com domain name, are amortized on a straight-line basis over 10 years [Revenue Recognition](index=10&type=section&id=Revenue%20Recognition) The company follows a five-step approach for revenue recognition, primarily from commercial product/service and government contracts, including **$11,866,384** in new government contracts for the nine months ended March 31, 2025 - Revenue is currently generated from commercial product and service contracts (R&D services, small-volume orders) and government contracts (cost reimbursement or fixed firm price terms)[35](index=35&type=chunk) - For the nine months ended March 31, 2025, the Company was awarded two government contracts totaling **$11,866,384**, with revenue recognized over an expected performance period of **36 months**[36](index=36&type=chunk) Revenue Breakdown (Nine Months Ended March 31) | Source | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | $3,348,220 | $639,286 | | Government Contracts | $3,147,225 | $606,886 | | Product Sales | $200,995 | $32,400 | - As of March 31, 2025, total remaining performance obligations under obligated government contracts amounted to **$9,409,984**[38](index=38&type=chunk) [Income (Loss) Per Share](index=11&type=section&id=Income%20(Loss)%20Per%20Share) Basic income (loss) per share is calculated by dividing net income (loss) by weighted average common shares outstanding, with diluted income (loss) per share including potential dilutive shares unless anti-dilutive - For the three months ended March 31, 2025, **734,858 shares** (comprising **452,364 stock options** and **282,494 stock warrants**) were considered dilutive and included in the calculation of diluted earnings per share[39](index=39&type=chunk) - For the three months ended March 31, 2025, **405,521 stock options** were excluded from the calculation of diluted income per share as their inclusion would have been anti-dilutive[39](index=39&type=chunk) [Stock-Based Compensation](index=11&type=section&id=Stock-Based%20Compensation) The company recognizes compensation expense for all share-based payment awards to employees, consultants, and directors based on estimated fair values using the Black-Scholes model [Income Taxes](index=11&type=section&id=Income%20Taxes) The company expects to use net operating loss carryforwards to offset future taxable income, with deferred tax assets offset by a valuation allowance due to realization uncertainty [Recent Accounting Pronouncements](index=12&type=section&id=Recent%20Accounting%20Pronouncements) The company has evaluated all issued but not yet effective accounting pronouncements and determined they are either immaterial or not relevant [Note 3 – Convertible Notes](index=12&type=section&id=Note%203%20%E2%80%93%20Convertible%20Notes) Between August 5 and August 27, 2024, Aeluma issued **$3,145,000** in convertible promissory notes, which were converted into **898,573 shares of common stock** on March 25, 2025, at **$3.50 per share**, settling all obligations - The Company issued convertible promissory notes totaling **$3,145,000** to 10 accredited investors between August 5, 2024, and August 27, 2024[46](index=46&type=chunk) - On March 25, 2025, a Conversion Event occurred, resulting in the issuance of **898,573 shares of Common Stock** in exchange for **$3,145,000** in outstanding principal under the Notes, at a Ceiling Price of **$3.50 per share**[49](index=49&type=chunk) - Following the conversion, the Company has no further obligations under the converted Notes[49](index=49&type=chunk) Convertible Notes Summary (As of March 31, 2025) | Item | Amount | | :--- | :--- | | Principal amounts of convertible notes | $3,145,000 | | Less: unamortized debt discount | $(1,478,012) | | Convertible notes, net of discount | $1,666,988 | | Conversion of convertible notes | $(1,666,988) | | Principal amounts of convertible notes (ending) | $ - | [Note 4 – Stockholders' Equity](index=13&type=section&id=Note%204%20%E2%80%93%20Stockholders'%20Equity) This note details Aeluma's authorized and issued shares, including the full vesting of CEO shares, satisfaction of registration rights, and the **$12,587,439** net proceeds from the March 26, 2025 public offering [Authorized Shares](index=13&type=section&id=Authorized%20Shares) The Company's Articles of Incorporation authorize **50,000,000 shares of common stock** and **10,000,000 shares of preferred stock**, with no preferred shares issued as of March 31, 2025 [Issued and Vested Shares to Officers](index=13&type=section&id=Issued%20and%20Vested%20Shares%20to%20Officers) Jonathan Klamkin, CEO, was issued **1,623,920 shares of common stock** on October 27, 2020, which fully vested by March 31, 2025 [Registration Rights Agreement](index=13&type=section&id=Registration%20Rights%20Agreement) The company satisfied its obligations under the registration rights agreement by filing Form S-1, declared effective on March 26, 2025, thus avoiding liquidated damages - The Company filed the Registration Statement on Form S-1 with the SEC, which was declared effective on March 26, 2025[55](index=55&type=chunk) - As a result, the Company has satisfied its obligations under the Registration Rights Agreement and does not expect to pay any damages[55](index=55&type=chunk) [Public Offering of Common Stock](index=14&type=section&id=Public%20Offering%20of%20Common%20Stock) On March 26, 2025, Aeluma completed a public offering of **2,285,714 shares** at **$5.25 per share**, generating **$12,587,439** in net proceeds for business development, manufacturing, and general corporate purposes - On March 26, 2025, the Company entered into an Underwriting Agreement for a public offering of **2,285,714 shares** of its common stock at a price of **$5.25 per share**[57](index=57&type=chunk) - The Underwriter's 30-day option to purchase up to an additional **342,857 shares** to cover over-allotments was exercised in full on March 27, 2025[57](index=57&type=chunk) Public Offering Proceeds | Metric | Amount | | :--- | :--- | | Total gross proceeds | $13,799,998 | | Net proceeds (after underwriting discounts and offering expenses) | $12,587,439 | - The Company intends to use the proceeds for business development, scaling manufacturing operations, and general corporate purposes[59](index=59&type=chunk) - Directors and officers agreed to a **90-day lock-up period** restricting sales or transfers of Company securities[60](index=60&type=chunk) [Note 5 – Stock-Based Compensation](index=14&type=section&id=Note%205%20%E2%80%93%20Stock-Based%20Compensation) This note details Aeluma's stock-based compensation, including restricted stock awards and common stock options, with fair values estimated using the Black-Scholes model and significant expense increases in 2025 [Restricted Stock Awards](index=14&type=section&id=Restricted%20Stock%20Awards) The company issues common stock for future services under consulting agreements with time-based vesting, recognizing deferred compensation as consulting expense, with **$17,047** amortized for the nine months ended March 31, 2025 Consulting Expense Amortized from Restricted Stock Awards | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended March 31 | $3,085 | $6,981 | | Nine Months Ended March 31 | $17,047 | $25,919 | - At March 31, 2025, **$3,086** of deferred compensation is expected to be recognized as an expense within the next three months[62](index=62&type=chunk) [Common Stock Options](index=15&type=section&id=Common%20Stock%20Options) Aeluma grants stock options to consultants, employees, and directors with varying terms, fair value estimated using Black-Scholes, and stock-based compensation expenses significantly increased to **$1,148,987** for the nine months ended March 31, 2025 - During the three months ended March 31, 2025, the Company granted **451,354 stock options** to employees and directors, with exercise prices ranging from **$5.93 to $8.86** and vesting schedules from **one month to 48 months**[68](index=68&type=chunk) Stock Option Valuation Assumptions (Nine Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Weighted-average fair value | $5.66 | $2.52 | | Expected volatility | 113.9% - 138.3% | 104.9% - 113.9% | | Expected term | 0.9 years - 6.0 years | 5.0 years - 6.2 years | | Risk-free interest rate | 3.87% - 4.60% | 3.94% - 4.92% | Stock-Based Compensation Expenses for Options Granted | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended March 31 | $832,793 | $191,844 | | Nine Months Ended March 31 | $1,148,987 | $568,340 | - Unrecognized stock-based compensation expense was **$2,562,963**, with an average expected recognition period of **1.0 years** as of March 31, 2025[69](index=69&type=chunk) [Note 6 – Facility Operating Lease](index=17&type=section&id=Note%206%20%E2%80%93%20Facility%20Operating%20Lease) On April 1, 2021, the company commenced a 5-year operating lease, with an extension option considered certain on July 1, 2023, leading to a remeasurement of the ROU asset and lease liability to **$1,189,606** - The Company commenced a **5-year operating lease** for a facility on April 1, 2021[72](index=72&type=chunk) - On July 1, 2023, an option to extend the lease was considered reasonably certain, leading to a remeasurement of the ROU asset and lease liability to **$1,189,606**[72](index=72&type=chunk) Operating Lease Liabilities (Undiscounted, As of March 31, 2025) | For the years ending June 30, | Amount | | :--- | :--- | | Remainder of 2025 | $43,094 | | 2026 | $173,454 | | 2027 | $177,791 | | 2028 | $182,235 | | 2029 | $186,791 | | Thereafter | $337,732 | | **Total** | **$1,101,097** | | Less imputed interest | $(126,441) | | Total lease liability | $974,656 | | Less: lease liability, current portion | $135,854 | | Lease liability, long term portion | $838,802 | - Total lease expenses were **$131,231** for the nine months ended March 31, 2025, compared to **$125,656** for the same period in 2024[73](index=73&type=chunk) [Note 7 – Warrants to Purchase Common Stock](index=17&type=section&id=Note%207%20%E2%80%93%20Warrants%20to%20Purchase%20Common%20Stock) In connection with the March 26, 2025 public offering, the company issued warrants to the underwriter to purchase up to **131,427 shares** at **$6.04 per share**, with **550,305 warrants** outstanding as of March 31, 2025 - In connection with the public offering on March 26, 2025, the Company issued warrants to the underwriter to purchase up to **131,427 shares**[74](index=74&type=chunk) - The warrants are exercisable at a price of **$6.04 per share** (115% of the public offering price) and expire on March 26, 2030[74](index=74&type=chunk) Outstanding Warrants to Purchase Common Stock (As of March 31, 2025) | Number of Shares | Exercise Price | Expiration Date | | :--- | :--- | :--- | | 286,672 | $2.00 | June 22, 2026 | | 37,433 | $2.00 | June 28, 2026 | | 11,500 | $2.00 | July 1, 2026 | | 27,032 | $3.00 | December 22, 2027 | | 4,588 | $3.00 | January 10, 2028 | | 6,720 | $3.00 | March 31, 2028 | | 44,933 | $3.00 | May 10, 2028 | | 131,427 | $6.04 | March 26, 2030 | | **Total: 550,305** | | | [Note 8 – Concentration of Credit Risk and Significant Customers](index=18&type=section&id=Note%208%20%E2%80%93%20Concentration%20of%20Credit%20Risk%20and%20Significant%20Customers) The company manages credit risk for accounts receivable, with several government agencies representing significant portions of revenue and accounts receivable, notably Customer E accounting for **70.4% of revenues** and **95.0% of accounts receivable** in 2025 - The Company manages its credit risk associated with exposure to its direct customers on outstanding accounts receivable through credit approvals and monitoring procedures[76](index=76&type=chunk) Significant Customers by Revenue Percentage (Nine Months Ended March 31) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer E | 70.4% | * | | Customer A | * | 34.6% | | Customer B | * | 37.2% | | Customer C | * | 23.1% | Significant Customers by Accounts Receivable Percentage (As of March 31) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer E | 95.0% | * | | Customer C | * | 18.3% | | Customer D | * | 27.7% | | Customer F | * | 53.9% | - Customers A, B, C, D, and E are government agencies[79](index=79&type=chunk) [Note 9 – Subsequent Event](index=18&type=section&id=Note%209%20%E2%80%93%20Subsequent%20Event) The company has evaluated subsequent events through the filing date and is not aware of any material items requiring disclosure or recognition as of March 31, 2025 [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Aeluma's financial condition and operational results, highlighting core business, recent government contracts, and significant capital-raising activities that alleviated prior going concern doubts [Overview](index=19&type=section&id=Overview) Aeluma develops novel optoelectronic and electronic devices for sensing, communication, and computing, leveraging proprietary techniques for cost-effective, high-performance semiconductor manufacturing across diverse mass-market applications - Aeluma develops novel optoelectronic and electronic devices for sensing, communication, and computing applications[83](index=83&type=chunk) - The company's technology enables **cost-effective manufacturing of high-performance photodetectors and arrays** for imaging applications in mobile devices and other applications[83](index=83&type=chunk) - Aeluma's technology is broadly applicable across mobile, automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing[84](index=84&type=chunk) [Recent Government Contracts](index=19&type=section&id=Recent%20Government%20Contracts) Aeluma secured an **$11.717 million DARPA contract** on September 6, 2024, for nano-scale semiconductors and a U.S. Department of Energy contract on April 24, 2025, to develop low-cost shortwave infrared photodetectors - On September 6, 2024, Aeluma won an **$11.717 million DARPA contract** for nano-scale semiconductors to develop heterogeneous integration technology compatible with leading edge and future advanced-node semiconductors[86](index=86&type=chunk) - The DARPA contract is structured with **$5.974 million** provided over **18 months**, and the **$5.743 million** balance provided over the following **18 months** as Aeluma meets certain milestones[86](index=86&type=chunk) - On April 24, 2025, the Company received a contract from the U.S. Department of Energy to develop commercially viable, low-cost shortwave infrared (SWIR) photodetectors[87](index=87&type=chunk) [Private Placements and Conversion of Notes](index=20&type=section&id=Private%20Placements%20and%20Conversion%20of%20Notes) Between August 5 and August 27, 2024, Aeluma issued **$3,145,000** in convertible promissory notes, which were converted into **898,573 shares of common stock** on March 25, 2025, at **$3.50 per share**, eliminating all outstanding principal obligations - Between August 5, 2024, and August 27, 2024, the Company issued convertible promissory notes in the aggregate principal amount of **$3,145,000** to 10 accredited investors[88](index=88&type=chunk) - On March 25, 2025, a Conversion Event occurred, resulting in the issuance of an aggregate of **898,573 shares of Common Stock** in exchange for **$3,145,000** in outstanding principal under the Notes, at the applicable Ceiling Price of **$3.50 per share**[90](index=90&type=chunk) - Following the conversion, the Company has no further obligations under the converted Notes[90](index=90&type=chunk) [Public Offering of Common Stock](index=20&type=section&id=Public%20Offering%20of%20Common%20Stock) On March 26, 2025, Aeluma completed a public offering of **2,285,714 shares** at **$5.25 per share**, generating **$12,587,439** in net proceeds for business development, manufacturing, and general corporate purposes - On March 26, 2025, the Company entered into an Underwriting Agreement for a public offering of **2,285,714 shares** of its common stock at a price of **$5.25 per share**[91](index=91&type=chunk) - The Underwriter's 30-day option to purchase up to an additional **342,857 shares** to cover over-allotments was exercised in full on March 27, 2025[91](index=91&type=chunk) Public Offering Proceeds | Metric | Amount | | :--- | :--- | | Total gross proceeds | $13,799,998 | | Net proceeds (after underwriting discounts and offering expenses) | $12,587,439 | - The Company intends to use the proceeds for business development, scaling manufacturing operations, and general corporate purposes[93](index=93&type=chunk) - Directors and officers agreed to a **90-day lock-up period** restricting sales or transfers of Company securities[94](index=94&type=chunk) [Executive Officer Announcements](index=21&type=section&id=Executive%20Officer%20Announcements) As of March 18, 2025, Mr. James Seo was appointed as Aeluma's interim Chief Financial Officer/Principal Accounting Officer, having served as the Company's Controller since May 2023 - Mr. James Seo agreed to serve as Aeluma's interim Chief Financial Officer/Principal Accounting Officer as of March 18, 2025[95](index=95&type=chunk) - Mr. Seo has been serving as the Company's Controller since May 2023[95](index=95&type=chunk) [Plan of Operations](index=21&type=section&id=Plan%20of%20Operations) Aeluma's operational plan focuses on developing novel materials and devices, manufacturing high-performance semiconductor technologies for mass markets, maturing processes, and expanding business development and commercialization - The Company's primary focus is to manufacture high-performance semiconductor technologies that scale for mass markets[97](index=97&type=chunk) - Aeluma operates R&D/manufacturing facilities and partners with volume fabrication foundries and packaging companies to scale production capacity[97](index=97&type=chunk) - The Company will continue to perform on customer and government contracts, expand business development, and pursue volume production and commercialization[97](index=97&type=chunk) [Limited Operating History](index=21&type=section&id=Limited%20Operating%20History) Aeluma has a limited operating history with inherent uncertainties, but a successful public offering raising **$13.8 million** alleviated going concern doubts for at least the next twelve months - The Company has a limited operating history and its future success is subject to numerous uncertainties and risks inherent in the development of a new business[98](index=98&type=chunk) - The successful public offering on March 26, 2025, raising gross proceeds of **$13,800,000**, has alleviated the previously reported substantial doubt about the Company's ability to continue as a going concern for at least the next twelve months[98](index=98&type=chunk)[99](index=99&type=chunk) [Components of Results of Operations](index=21&type=section&id=Components%20of%20Results%20of%20Operations) This section defines Aeluma's key financial components: revenue from commercial and government contracts, operating expenses (cost of revenue, R&D, G&A), other income/expense, and income tax expense [Revenue](index=21&type=section&id=Revenue) Aeluma's revenue currently consists of commercial product sales and government contracts [Operating Expenses](index=21&type=section&id=Operating%20Expenses) Operating expenses comprise cost of revenue (materials, direct compensation), research and development, and general and administrative costs [Other Income (Expense)](index=22&type=section&id=Other%20Income%20(Expense)) Other income (expense) includes interest income, non-cash interest expense from convertible note discount amortization, and valuation changes in derivative liabilities [Income Tax Expense](index=22&type=section&id=Income%20Tax%20Expense) Income tax expense primarily consists of income taxes in certain state jurisdictions where the company conducts business [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For the nine months ended March 31, 2025, Aeluma's revenue significantly increased by **$2.7 million** to **$3.3 million**, while net loss decreased by **39.5%** to **$(2.16) million**, influenced by other income/expense items Results of Operations (Nine Months Ended March 31) | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $3,348,220 | $639,286 | $2,708,934 | n/m | | Operating expenses | $(4,521,472) | $(4,213,564) | $(307,908) | 7.3% | | Other income (expense) | $(990,298) | $798 | $(991,096) | n/m | | Loss before income tax expense | $(2,163,550) | $(3,573,480) | $1,409,930 | -39.5% | | Net loss | $(2,163,550) | $(3,573,480) | $1,409,930 | -39.5% | - Revenue increased by **$2,708,934** to **$3,348,220** for the nine months ended March 31, 2025, with **$3,147,225** derived from government contracts and **$200,995** from commercial product and service contracts[106](index=106&type=chunk) - Operating expenses increased **$307,908** or **7.3%**, to **$4,521,472**, primarily driven by higher salaries and employee benefits, partially offset by a reduction in research and development activities[107](index=107&type=chunk) - Other income (expense) for the nine months ended March 31, 2025, included amortization of discount on convertible notes (**$715,117**), changes in fair value of derivative liabilities (**$277,942**), and interest income (**$2,761**)[108](index=108&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, Aeluma's cash, cash equivalents, and certificate of deposit totaled **$15,865,659**, a substantial increase due to **$12,587,439** net proceeds from a public offering, alleviating prior going concern doubts - As of March 31, 2025, cash, cash equivalents, and a certificate of deposit totaled **$15,865,659**, compared to **$1,291,072** as of June 30, 2024[110](index=110&type=chunk) - The increase in cash was primarily attributable to the net proceeds from the public offering completed on March 26, 2025, which generated **$12,587,439**[110](index=110&type=chunk) - The successful completion of the offering alleviated substantial doubt about the Company's ability to continue as a going concern for at least the next twelve months[111](index=111&type=chunk) - As of March 31, 2025, working capital was **$16,700,152**, a significant increase from **$766,160** as of June 30, 2024[114](index=114&type=chunk) Summary of Cash Flows (Nine Months Ended March 31) | Activity | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net cash provided by (used in) Operating activities | $(1,082,677) | $(2,876,190) | $1,793,513 | -62.4% | | Investing activities | $(85,175) | $(316,934) | $231,759 | -73.1% | | Financing activities | $15,742,439 | $(4,001) | $15,746,440 | n/m | | Increase (decrease) in cash | $14,574,587 | $(3,197,125) | $17,771,712 | n/m | [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) There were no significant changes in Aeluma's critical accounting policies during the three and nine months ended March 31, 2025 [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is marked as 'Not applicable' for Aeluma, Inc [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that Aeluma's disclosure controls and procedures were not effective as of March 31, 2025, due to insufficient finance staffing, with no material changes in internal control over financial reporting [Inherent Limitations on Effectiveness of Controls](index=24&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) Management acknowledges that control systems provide only reasonable assurance due to resource constraints and inherent limitations, meaning not all errors or fraud may be prevented or detected [Evaluation of Disclosure Controls and Procedures](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of March 31, 2025, management concluded that the company's disclosure controls and procedures were not effective due to insufficient finance department staffing, impacting review control precision, evidence, or timeliness - As of March 31, 2025, management concluded that the Company's disclosure controls and procedures were not effective[122](index=122&type=chunk) - The ineffectiveness is primarily due to insufficient staffing resources in the finance department, leading to an inadequate level of precision, evidence, or timeliness in the performance of review controls[122](index=122&type=chunk) [Changes in Internal Control over Financial Reporting](index=24&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were no material changes in Aeluma's internal control over financial reporting during the nine months ended March 31, 2025 [PART II - OTHER INFORMATION](index=25&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information beyond the financial statements, including legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) Aeluma is not currently involved in any legal proceedings reasonably expected to have a material adverse effect on its business, prospects, financial condition, or results of operations [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Aeluma is not required to provide the information under this item [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Aeluma did not sell any unregistered equity securities during the quarter ended March 31, 2025, that were not previously disclosed in its Current Reports on Form 8-K [Item 3. Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period [Item 4. Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as 'Not applicable' for Aeluma, Inc [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) During the three months ended March 31, 2025, none of Aeluma's directors or officers adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements, certificates, plans, and certifications, many incorporated by reference from previous SEC filings - The exhibits include various agreements (e.g., Merger and Reorganization, Underwriting, Registration Rights), certificates (e.g., Merger, Amended and Restated Certificate of Incorporation), and certifications (e.g., CEO and Principal Financial Officer certifications pursuant to Sarbanes-Oxley Act)[131](index=131&type=chunk)[132](index=132&type=chunk) [SIGNATURES](index=27&type=section&id=SIGNATURES) The report is duly signed on behalf of Aeluma, Inc. by Jonathan Klamkin (President, Chief Executive Officer and Director) and James Seo (Interim Chief Financial Officer) on May 9, 2025 - The report was signed by Jonathan Klamkin, President, Chief Executive Officer and Director, and James Seo, Interim Chief Financial Officer, on May 9, 2025[137](index=137&type=chunk)

[Company Overview and Highlights](index=1&type=section&id=Company%20Overview%20and%20Highlights) Aeluma, Inc. reported record Q3 FY2025 results, driven by NASDAQ uplisting, strong capital, and increasing demand in AI and defense sectors [Third Quarter Fiscal Year 2025 Report Summary](index=1&type=section&id=Third%20Quarter%20Fiscal%20Year%202025%20Report%20Summary) Aeluma, Inc. reported record third-quarter results for fiscal year 2025, ending March 31, 2025, with revenue growth of 265%. The company is building momentum through its NASDAQ uplisting, a strong capital position, and increasing demand across AI and defense sectors - Aeluma reported record third quarter with revenue growth of **265% for Q3 FY2025**[1](index=1&type=chunk) - Momentum is building due to NASDAQ uplisting, strong capital position, and growing demand in AI and Defense markets[2](index=2&type=chunk) - Aeluma specializes in high-performance, scalable semiconductor technologies for mobile, automotive, AI, defense, aerospace, communication, and quantum computing[2](index=2&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Jonathan Klamkin, Ph.D., Founder and CEO of Aeluma, expressed confidence in the company's strong growth trajectory, citing the successful NASDAQ uplist, oversubscribed capital raise, robust third-quarter revenue, and strong revenue backlog. He highlighted growing commercial interest in key markets like defense, aerospace, and AI infrastructure, anticipating a transition to commercialization - CEO Jonathan Klamkin believes Aeluma is poised for a strong growth trajectory due to NASDAQ uplist, oversubscribed capital raise, Q3 revenue, and strong revenue backlog[4](index=4&type=chunk) - Commercial interest in Aeluma's technology is growing across defense and aerospace, AI infrastructure, consumer sensing, quantum computing, and automotive[4](index=4&type=chunk) - Aeluma expects to transition to commercialization to support demands in high-growth markets[4](index=4&type=chunk) [Recent Company Highlights](index=1&type=section&id=Recent%20Company%20Highlights) Aeluma achieved several significant milestones, including a successful NASDAQ uplist and an oversubscribed public offering that raised $13.8 million in gross proceeds. The company also expanded its Board of Directors with a former NVIDIA finance leader, secured a U.S. Department of Energy contract, and increased its industry presence through various conferences and media features - **NASDAQ Uplist and Capital Raise**[5](index=5&type=chunk) - Closed oversubscribed public offering with **$13.8 million gross proceeds**, bringing total capital raised in fiscal year to nearly **$17 million** - Completed uplist to NASDAQ under ticker 'ALMU' - Board Expansion: Appointed former NVIDIA finance leader Mike Byron to the Board of Directors[5](index=5&type=chunk) - U.S. Department of Energy Contract: Secured funding to accelerate development of low-cost shortwave infrared photodetectors[5](index=5&type=chunk) - **Industry Engagement & Visibility**[5](index=5&type=chunk) - Showcased next-generation photonic solutions at SPIE Defense + Commercial Sensing - Became a member of the National Semiconductor Technology Center (NSTC) - Presented joint research at Optical Fiber Communications (OFC) Conference and featured in Laser Focus World and SemiWiki's CEO interview series [Financial Performance](index=2&type=section&id=Financial%20Performance) Aeluma's financial performance for Q3 FY2025 shows significant revenue growth, a swing to net income, and strong cash position, supported by positive revenue guidance [Third Quarter Fiscal Year 2025 Financial Results](index=2&type=section&id=Third%20Quarter%20Fiscal%20Year%202025%20Financial%20Results) Aeluma reported Q3 FY25 revenue of $1.3 million, a 265% increase year-over-year, and achieved a net income of $1.5 million ($0.12 basic EPS), a significant turnaround from prior losses. This profit was primarily driven by a $2.6 million non-cash gain from derivative liabilities. Adjusted EBITDA for the quarter was $109 thousand, and cash and cash equivalents significantly increased to $15.9 million Key Financial Metrics (Q3 FY2025 vs. Prior Periods) | Metric | Q3 FY2025 (March 31, 2025) | Q2 FY2025 (Dec 31, 2024) | Q3 FY2024 (March 31, 2024) | YoY Change (Q3 FY25 vs Q3 FY24) | QoQ Change (Q3 FY25 vs Q2 FY25) | | :-------------------------------- | :------------------------- | :------------------------- | :------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $1.3 million | $1.6 million | $344 thousand | +265% | -18.75% | | Net Income (Loss) | $1.5 million | ($2.9 million) | ($963 thousand) | N/A (swing to profit) | N/A (swing to profit) | | Basic EPS | $0.12 | ($0.24) | ($0.08) | N/A | N/A | | Diluted EPS | $0.11 | ($0.24) | ($0.08) | N/A | N/A | | Adjusted EBITDA | $109 thousand | $648 thousand | ($685 thousand) | N/A (swing to profit) | -83.18% | | Cash & Cash Equivalents (as of period end) | $15.9 million | $3.1 million | $1.9 million | +736.84% | +412.90% | | Shares Outstanding (as of period end) | 15,795,467 | N/A | N/A | N/A | N/A | - Net income varied quarter-over-quarter primarily due to a non-cash gain of **$2.6 million** in fair value of derivative liabilities in Q3 FY25, following a **$3.0 million loss** in the prior quarter[7](index=7&type=chunk) - Non-GAAP net income for Q3 FY25 was **$7 thousand**[7](index=7&type=chunk) [Revenue Guidance](index=2&type=section&id=Revenue%20Guidance) Aeluma successfully met its revenue target for the third quarter and remains on track to achieve its annual revenue guidance of approximately $4.4-4.6 million for fiscal year 2025. This confidence is underpinned by strong contract performance and expanding market opportunities - Aeluma met its revenue target for the quarter[10](index=10&type=chunk) - The company is tracking to meet its annual revenue guidance of approximately **$4.4-4.6 million** for fiscal 2025[10](index=10&type=chunk) - Confidence in growth trajectory is supported by strong contract performance and expanding market opportunities[10](index=10&type=chunk) [Note about Non-GAAP Financial Measures](index=2&type=section&id=Note%20about%20Non-GAAP%20Financial%20Measures) This section clarifies that non-GAAP financial measures, including Non-GAAP net income (loss) and Adjusted EBITDA, are provided as supplemental information to offer additional insight into Aeluma's ongoing performance and core operational activities. These measures exclude specific items like stock-based compensation, depreciation, amortization, and changes in fair value of derivative liabilities, and should be evaluated in conjunction with GAAP measures - Non-GAAP financial measures are provided as supplemental information to management and investors, not as a substitute for GAAP[12](index=12&type=chunk) - Non-GAAP net income (loss) is defined as GAAP net income (loss) plus stock-based compensation expenses, amortization of discount on convertible notes, and changes in fair value of derivative liabilities[14](index=14&type=chunk) - Adjusted EBITDA is defined as non-GAAP net income (loss) plus depreciation and amortization expenses, less interest income[14](index=14&type=chunk) [About Aeluma, Inc.](index=3&type=section&id=About%20Aeluma,%20Inc.) Aeluma, Inc. specializes in photonics and optoelectronics, leveraging proprietary technology to manufacture high-performance semiconductor chips for diverse high-growth markets [Company Profile and Technology](index=3&type=section&id=Company%20Profile%20and%20Technology) Aeluma develops photonics and optoelectronics for sensing, computing, and communication applications, utilizing a proprietary technique to manufacture high-performance compound semiconductor chips on large-diameter substrates. This technology aims to enhance performance and scale manufacturing for diverse markets including mobile, defense, AI, automotive, AR/VR, quantum, and communication, distinguishing Aeluma through its unique manufacturing capabilities, rapid prototyping, and broad product offerings - Aeluma develops photonics and optoelectronics for sensing, computing, and communication applications[15](index=15&type=chunk) - The company has pioneered a technique to manufacture high-performance compound semiconductor chips on large-diameter substrates for mass-market microelectronics[15](index=15&type=chunk) - Aeluma's technology targets markets such as mobile, defense and aerospace, AI, automotive, AR/VR, quantum, and communication, differentiating itself with unique manufacturing, proprietary technology, rapid prototyping, and broad product offerings[15](index=15&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section provides a disclaimer regarding forward-looking statements, highlighting inherent risks and uncertainties that may cause actual results to differ materially [Disclaimer on Future Projections](index=3&type=section&id=Disclaimer%20on%20Future%20Projections) This section serves as a disclaimer, stating that all non-historical statements in the press release, particularly those concerning market position, product development, manufacturing, sales, and partner relations, are forward-looking. These statements are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially, and the company disclaims any obligation to revise or update such information - All non-historical statements are forward-looking, including expectations regarding market position, product development, manufacturing, sales, and partner relations[16](index=16&type=chunk) - Forward-looking statements involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control[16](index=16&type=chunk) - Actual results may differ materially from those in forward-looking statements, and the Company undertakes no obligation to revise or update future information[16](index=16&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) This section provides essential contact details for Aeluma, Inc. and its investor relations firm, Bishop IR [Company and Investor Relations Contacts](index=3&type=section&id=Company%20and%20Investor%20Relations%20Contacts) This section provides contact details for Aeluma, Inc. and its dedicated investor relations firm, Bishop IR - Company Contact: Aeluma, Inc., (805) 351-2707, info@aeluma.com[17](index=17&type=chunk) - Investor Contact: Bishop IR, Mike Bishop, (415) 894-9633, ir@aeluma.com[17](index=17&type=chunk) [Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Aeluma's unaudited consolidated financial statements, including balance sheets, statements of operations, cash flows, and GAAP/non-GAAP reconciliations [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The unaudited consolidated balance sheets present Aeluma's financial position as of March 31, 2025, December 31, 2024, and June 30, 2024. Notable changes include a substantial increase in cash and cash equivalents and the addition of a certificate of deposit, alongside the elimination of derivative liabilities and convertible notes, reflecting the impact of recent financing activities and the NASDAQ uplisting Consolidated Balance Sheet Highlights | Metric | March 31, 2025 | December 31, 2024 | June 30, 2024 | | :-------------------------------- | :---------------- | :---------------- | :---------------- | | Total Assets | $19,361,740 | $6,757,858 | $3,844,047 | | Cash and cash equivalents | $3,865,659 | $3,063,059 | $1,291,072 | | Certificate of deposit | $12,000,000 | - | - | | Total Current Assets | $17,225,995 | $4,530,169 | $1,392,846 | | Total Liabilities | $1,364,645 | $7,789,946 | $1,567,886 | | Derivative liabilities | - | $5,048,174 | - | | Convertible notes, net | - | $1,379,690 | - | | Total Stockholders' Equity (Deficit) | $17,997,095 | ($1,032,088) | $2,276,161 | - Cash and cash equivalents, along with certificate of deposit, significantly increased by **March 31, 2025**[19](index=19&type=chunk) - Derivative liabilities and convertible notes were reduced to zero by **March 31, 2025**, indicating conversion or settlement[19](index=19&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The unaudited consolidated statements of operations detail Aeluma's financial performance for the three and nine months ended March 31, 2025, and 2024. For Q3 FY25, the company reported a net income of $1.5 million, a substantial improvement from prior losses, primarily driven by a $2.6 million non-cash gain from changes in the fair value of derivative liabilities Consolidated Statements of Operations Highlights | Metric | Three Months Ended March 31, 2025 | Three Months Ended Dec 31, 2024 | Three Months Ended March 31, 2024 | Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $1,254,966 | $1,612,519 | $343,894 | $3,348,220 | $639,286 | | Total expenses | $2,086,436 | $1,222,921 | $1,306,662 | $4,521,472 | $4,213,564 | | Income (loss) from operations | ($831,470) | $389,598 | ($962,768) | ($1,173,252) | ($3,574,278) | | Changes in fair value of derivative liabilities | $2,577,103 | ($3,001,480) | - | ($277,942) | - | | Net income (loss) | $1,460,893 | ($2,894,824) | ($962,651) | ($2,163,550) | ($3,573,480) | | Basic EPS | $0.12 | ($0.24) | ($0.08) | ($0.18) | ($0.29) | | Diluted EPS | $0.11 | ($0.24) | ($0.08) | ($0.18) | ($0.29) | - Revenue for the nine months ended March 31, 2025, significantly increased to **$3,348,220** from **$639,286** in the prior year[21](index=21&type=chunk) - Net income for Q3 FY25 was **$1,460,893**, a substantial improvement from losses in the previous quarter and prior year quarter, largely due to the gain from changes in fair value of derivative liabilities[21](index=21&type=chunk) [Reconciliation of GAAP and Non-GAAP Financial Measures](index=6&type=section&id=Reconciliation%20of%20GAAP%20and%20Non-GAAP%20Financial%20Measures) This section provides a detailed reconciliation of GAAP net income (loss) to Non-GAAP net income (loss) and Adjusted EBITDA for the three and nine months ended March 31, 2025, and 2024. Adjustments primarily include stock-based compensation, amortization of discount on convertible notes, and changes in fair value of derivative liabilities Reconciliation of GAAP to Non-GAAP Net Income (Loss) and Adjusted EBITDA | Metric | Three Months Ended March 31, 2025 | Three Months Ended Dec 31, 2024 | Three Months Ended March 31, 2024 | Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | GAAP net income (loss) | $1,460,893 | ($2,894,824) | ($962,651) | ($2,163,550) | ($3,573,480) | | Total adjustments to GAAP net income (loss) | ($1,453,928) | $3,440,607 | $198,825 | $2,159,092 | $594,260 | | Non-GAAP net income (loss) | $6,965 | $545,783 | ($763,826) | ($4,458) | ($2,979,220) | | Adjusted EBITDA | $109,252 | $647,863 | ($684,965) | $299,931 | ($2,767,145) | - Non-GAAP adjustments include stock-based compensation, amortization of discount on convertible notes, and changes in fair value of derivative liabilities[23](index=23&type=chunk) - Non-GAAP net income for Q3 FY25 was **$6,965**, and Adjusted EBITDA was **$109,252**[23](index=23&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The unaudited consolidated statements of cash flows for the nine months ended March 31, 2025, and 2024, reveal a significant increase in cash and cash equivalents, primarily driven by substantial cash provided by financing activities. This includes proceeds from convertible notes issuance and a public offering, which offset cash used in operating and investing activities Consolidated Statements of Cash Flows Highlights (Nine Months Ended) | Metric | March 31, 2025 | March 31, 2024 | | :-------------------------------- | :---------------- | :---------------- | | Net cash used in operating activities | ($1,082,677) | ($2,876,190) | | Net cash used in investing activities | ($85,175) | ($316,934) | | Net cash provided by (used in) financing activities | $15,742,439 | ($4,001) | | Net change in cash and cash equivalent, and certificate of deposit | $14,574,587 | ($3,197,125) | | Cash and cash equivalent, and certificate of deposit, end of period | $15,865,659 | $1,874,565 | - Financing activities provided **$15,742,439** in cash for the nine months ended March 31, 2025, including **$3,145,000** from convertible notes and **$12,587,439** from a public offering[25](index=25&type=chunk) - Supplemental non-cash disclosures include the conversion of **$1,666,988** in convertible notes and **$2,471,071** in derivative liabilities to stockholders' equity[25](index=25&type=chunk)

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Aeluma, Inc.'s unaudited consolidated financial statements for the periods ended December 31, 2024, and June 30, 2024, including detailed notes on accounting policies and financial instruments [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets provide a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheets | Metric | Dec 31, 2024 (unaudited) | Jun 30, 2024 | | :-------------------------------- | :----------------------- | :----------- | | Cash and cash equivalents | $3,063,059 | $1,291,072 | | Total current assets | $4,530,169 | $1,392,846 | | Total assets | $6,757,858 | $3,844,047 | | Total current liabilities | $488,806 | $626,686 | | Total liabilities | $7,789,946 | $1,567,886 | | Total stockholders' equity | $(1,032,088) | $2,276,161 | - Total assets increased significantly from **$3,844,047** at June 30, 2024, to **$6,757,858** at December 31, 2024, primarily driven by an increase in cash and cash equivalents and accounts receivable[8](index=8&type=chunk) - Total liabilities saw a substantial increase from **$1,567,886** to **$7,789,946**, mainly due to the recognition of derivative liabilities (**$5,048,174**) and convertible notes (**$1,379,690**) as of December 31, 2024[8](index=8&type=chunk) - Stockholders' equity shifted from a positive **$2,276,161** at June 30, 2024, to a deficit of **$(1,032,088)** at December 31, 2024, largely due to the accumulated deficit increasing to **$(17,248,804)**[8](index=8&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The statements of operations detail the company's revenues, expenses, and net loss over specific reporting periods Consolidated Statements of Operations | Metric (Unaudited) | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :----------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Revenue | $1,612,519 | $262,992 | $2,093,254 | $295,392 | | Total operating expenses | $1,222,921 | $1,391,791 | $2,435,036 | $2,906,902 | | Income (loss) from operations | $389,598 | $(1,128,799) | $(341,782) | $(2,611,510) | | Total other income (expense), net | $(3,284,422) | $279 | $(3,282,661) | $681 | | Net loss | $(2,894,824) | $(1,128,520) | $(3,624,443) | $(2,610,829) | | Loss per share - basic and diluted | $(0.24) | $(0.09) | $(0.30) | $(0.21) | - Revenue for the three months ended December 31, 2024, increased significantly to **$1,612,519** from **$262,992** in the prior year, and for the six months, it rose to **$2,093,254** from **$295,392**[10](index=10&type=chunk) - Despite increased revenue, the net loss widened for both the three-month and six-month periods, primarily due to substantial 'Changes in fair value of derivative liabilities' and 'Amortization of discount on convertible notes' recognized as other expenses[10](index=10&type=chunk) [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) These statements track changes in the company's equity, including net loss and stock-based compensation, over time Consolidated Statements of Stockholders' Equity | Metric (Unaudited) | Dec 31, 2024 (3 Months) | Dec 31, 2023 (3 Months) | Dec 31, 2024 (6 Months) | Dec 31, 2023 (6 Months) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Balance, Oct 1 / July 1 | $1,713,633 | $4,864,557 | $2,276,161 | $6,110,290 | | Stock-based compensation | $149,103 | $135,919 | $316,194 | $376,496 | | Net loss | $(2,894,824) | $(1,128,520) | $(3,624,443) | $(2,610,829) | | Balance, Dec 31 | $(1,032,088) | $3,871,956 | $(1,032,088) | $3,871,956 | - The company's total stockholders' equity decreased significantly, moving from a positive balance to a deficit of **$(1,032,088)** by December 31, 2024, primarily due to the net losses incurred during the periods[12](index=12&type=chunk)[13](index=13&type=chunk) - Stock-based compensation contributed positively to additional paid-in capital, totaling **$149,103** for the three months and **$316,194** for the six months ended December 31, 2024[12](index=12&type=chunk)[13](index=13&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements categorize cash movements into operating, investing, and financing activities, showing liquidity changes Consolidated Statements of Cash Flows | Cash Flow Activity (Unaudited) | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :----------------------------- | :---------------------------- | :---------------------------- | | Net cash used in operating activities | $(1,332,216) | $(2,480,345) | | Net cash used in investing activities | $(40,797) | $(164,290) | | Net cash provided by (used in) financing activities | $3,145,000 | $(4,001) | | Net change in cash | $1,771,987 | $(2,648,636) | | Cash, end of period | $3,063,059 | $2,423,054 | - Net cash used in operating activities decreased by **46.3%** to **$(1,332,216)** for the six months ended December 31, 2024, compared to **$(2,480,345)** in the prior year, despite a higher net loss[15](index=15&type=chunk)[98](index=98&type=chunk) - Financing activities provided significant cash of **$3,145,000** in the six months ended December 31, 2024, primarily from the issuance of convertible notes, a stark contrast to the cash used in financing activities in the prior year[15](index=15&type=chunk)[100](index=100&type=chunk) - The company experienced a net increase in cash of **$1,771,987** for the six months ended December 31, 2024, reversing the net decrease of **$2,648,636** in the same period of 2023[15](index=15&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide essential details and explanations supporting the consolidated financial statements [Note 1 – The Company](index=8&type=section&id=Note%201%20%E2%80%93%20The%20Company) This note describes Aeluma's business, technology, and highlights going concern uncertainties due to accumulated losses - Aeluma develops novel optoelectronic and electronic devices using high-performance compound semiconductors on large diameter substrates for cost-effective manufacturing[17](index=17&type=chunk) - The technology is applicable across mobile, automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing[17](index=17&type=chunk) - The company incurred net losses of **$3,624,443** and **$2,610,829** for the six months ended December 31, 2024 and 2023, respectively, and has an accumulated deficit of **$17,248,804**, raising substantial doubt about its ability to continue as a going concern[18](index=18&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=8&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are prepared in accordance with GAAP, with interim data being unaudited and including only normal recurring adjustments[20](index=20&type=chunk) - The company uses estimates and assumptions in financial reporting, which may differ materially from actual results[21](index=21&type=chunk) - Derivative financial instruments, including embedded features in convertible debt, are recorded at fair value, with changes recognized in earnings. The company uses the Black-Scholes option-pricing model for Level 3 measurements[25](index=25&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) Fair Value of Embedded Derivatives (Dec 31, 2024) | Metric | Amount | | :-------------------------------- | :----------- | | Beginning balance at July 1, 2024 | $ - | | New derivative liabilities | $2,193,129 | | Change in fair value of derivative liabilities | $2,855,045 | | Ending balance at December 31, 2024 | $5,048,174 | - Revenue is recognized following a five-step approach, with significant revenue from government contracts (**$1,892,259** for six months ended Dec 31, 2024) and product sales (**$200,995**)[35](index=35&type=chunk)[37](index=37&type=chunk) - Stock-based compensation is measured at fair value using the Black-Scholes model and expensed over the service period[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 3 – Convertible Notes](index=12&type=section&id=Note%203%20%E2%80%93%20Convertible%20Notes) This note details the terms and accounting treatment of the company's convertible promissory notes - Between August 5 and August 27, 2024, the company issued **$3,145,000** in convertible promissory notes to **10 accredited investors**[46](index=46&type=chunk) - These notes mature in June 2026, carry no interest, and are convertible into common stock upon specific events (qualified financing, uplisting, or maturity) at **85% of VWAP**, with a ceiling price of **$3.50** and floor prices of **$2.47** or **$2.68** per share[46](index=46&type=chunk) Convertible Notes as of December 31, 2024 | Metric | Amount | | :-------------------------- | :----------- | | Principal amounts of convertible notes | $3,145,000 | | Less: unamortized debt discount | $(1,765,310) | | Convertible notes, net of discount | $1,379,690 | [Note 4 – Stockholders' Equity](index=13&type=section&id=Note%204%20%E2%80%93%20Stockholders'%20Equity) This note provides information on authorized and issued shares, vesting of common stock, and registration rights - The company is authorized to issue **50,000,000 shares** of common stock and **10,000,000 shares** of preferred stock, with no preferred shares issued as of December 31, 2024[50](index=50&type=chunk) - All **1,623,920 shares** of common stock issued to the CEO, Jonathan Klamkin, on October 27, 2020, have fully vested as of December 31, 2024[51](index=51&type=chunk) - The company has a registration rights agreement covering **11,010,002 shares**, which includes provisions for liquidated damages if certain registration events are not met, though no liability is currently expected[52](index=52&type=chunk) [Note 5 – Stock-Based Compensation](index=13&type=section&id=Note%205%20%E2%80%93%20Stock-Based%20Compensation) This note explains the accounting for stock options and restricted stock awards, including related expenses - The company recorded deferred compensation of **$1,372,435** for restricted stock awards issued in June 2021 for management advisory services, expensed over 2-4 year vesting periods[53](index=53&type=chunk) - For the six months ended December 31, 2024, **$13,962** of deferred compensation was amortized, with **$6,171** remaining to be expensed within six months[55](index=55&type=chunk) Stock Option Activity Summary | Metric | Dec 31, 2024 (3 Months) | Dec 31, 2023 (3 Months) | Dec 31, 2024 (6 Months) | Dec 31, 2023 (6 Months) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Outstanding at Oct 1 / July 1 | 1,056,487 | 995,500 | 1,068,000 | 1,034,000 | | Granted | 54,000 | 7,000 | 66,000 | 13,500 | | Exercised | (155,666) | - | (155,666) | - | | Outstanding at Dec 31 | 954,821 | 961,125 | 954,821 | 961,125 | | Exercisable at Dec 31 | 665,348 | 481,560 | 665,348 | 481,560 | - Stock-based compensation expenses for options granted were **$149,103** and **$316,194** for the three and six months ended December 31, 2024, respectively[59](index=59&type=chunk) [Note 6 – Facility Operating Lease](index=16&type=section&id=Note%206%20%E2%80%93%20Facility%20Operating%20Lease) This note describes the company's operating lease for its facility and related liabilities - The company has a 5-year operating lease for a facility in Santa Barbara, California, commenced April 1, 2021, with total lease payments of **$781,813**[62](index=62&type=chunk) - On July 1, 2023, the company remeasured its Right of Use (ROU) asset and lease liability to **$1,189,606** after considering one of two 60-month extension options as reasonably certain to be exercised[62](index=62&type=chunk) Operating Lease Liabilities Maturities (Undiscounted) as of Dec 31, 2024 | For the years ending June 30, | Amount | | :---------------------------- | :----------- | | Remainder of 2025 | $85,138 | | 2026 | $173,454 | | 2027 | $177,791 | | 2028 | $182,235 | | 2029 | $186,791 | | Thereafter | $337,732 | | Total | $1,143,141 | | Less imputed interest | $(136,405) | | Total lease liability | $1,006,736 | | Less: lease liability, current portion | $133,460 | | Lease liability, long term portion | $873,276 | [Note 7 – Warrants to Purchase Common Stock](index=17&type=section&id=Note%207%20%E2%80%93%20Warrants%20to%20Purchase%20Common%20Stock) This note provides details on warrants issued, including exercise prices and expiration dates - The company issued **85,653 warrants** to purchase common stock to Placement Agents in connection with an offering from December 2022 through May 2023, with a 5-year term and an exercise price of **$3.00**[64](index=64&type=chunk) Outstanding Warrants to Purchase Common Stock as of December 31, 2024 | Number of Shares | Exercise Price | Expiration Date | | :--------------- | :------------- | :-------------- | | 286,672 | $2.00 | June 22, 2026 | | 37,433 | $2.00 | June 28, 2026 | | 11,500 | $2.00 | July 1, 2026 | | 27,032 | $3.00 | December 22, 2027 | | 4,588 | $3.00 | January 10, 2028 | | 6,720 | $3.00 | March 31, 2028 | | 44,933 | $3.00 | May 10, 2028 | | **Total: 418,878** | | | [Note 8 – Concentration of Credit Risk and Significant Customers](index=17&type=section&id=Note%208%20%E2%80%93%20Concentration%20of%20Credit%20Risk%20and%20Significant%20Customers) This note identifies major customers contributing to revenue and accounts receivable concentrations Revenue Concentration by Customer (10% or more) | Customer | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Customer A | * | 46.8% | 11.4% | 41.6% | | Customer B | * | 53.2% | * | 47.4% | | Customer E | 76.2% | * | 58.7% | * | | Customer F | * | * | * | 11.0% | Accounts Receivable Concentration by Customer (10% or more) | Customer | As of Dec 31, 2024 | As of Jun 30, 2023 | | :------- | :----------------- | :----------------- | | Customer C | * | 18.3% | | Customer D | * | 27.7% | | Customer E | 80.2% | * | | Customer G | 11.4% | 53.9% | - Customer E became a significant revenue source in Q4 2024, accounting for **76.2%** of revenue for the three months and **58.7%** for the six months ended December 31, 2024, and **80.2%** of accounts receivable[66](index=66&type=chunk) - Customers A, B, C, D, and E are identified as government agencies[66](index=66&type=chunk) [Note 9 – Subsequent Event](index=17&type=section&id=Note%209%20%E2%80%93%20Subsequent%20Event) This note confirms the absence of material subsequent events requiring disclosure as of the reporting date - The company is not aware of any material subsequent events through the filing date that would require disclosure or recognition as of December 31, 2024[67](index=67&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Aeluma's financial condition and operational results, highlighting business strategy, recent contracts, financing, and ongoing challenges [Overview](index=19&type=section&id=Overview) This section provides a high-level description of Aeluma's core business, technology, and operational facilities - Aeluma specializes in high-performance optoelectronic and electronic devices, utilizing a pioneering technique for semiconductor materials and chips on large diameter substrates for cost-effective mass market manufacturing[71](index=71&type=chunk) - The company's technology has broad applications in mobile, automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing[72](index=72&type=chunk) - Aeluma operates an R&D/manufacturing facility in Goleta, California, and partners with production-scale foundries and packaging companies[71](index=71&type=chunk) [Recent Government Contract](index=19&type=section&id=Recent%20Government%20Contract) This section details a significant DARPA contract win, its structure, and technology applications - On September 6, 2024, Aeluma secured an **$11.717 million** DARPA contract for nano-scale semiconductors to develop heterogeneous integration technology compatible with advanced-node semiconductors[74](index=74&type=chunk) - The contract is structured with **$5.974 million** provided over 18 months and the remaining **$5.743 million** over the subsequent 18 months, contingent on meeting milestones[74](index=74&type=chunk) - Technology applications for this contract include AI, mobile devices, and 5G/6G, with Teledyne Scientific Company and the University of California Santa Barbara as proposed subcontractors[74](index=74&type=chunk) [Private Placements](index=20&type=section&id=Private%20Placements) This section describes the company's recent issuance of convertible promissory notes to accredited investors - Between August 5 and August 27, 2024, the company issued **$3,145,000** in convertible promissory notes to **10 accredited investors** through a private note financing[75](index=75&type=chunk) - The notes mature in June 2026, are non-interest bearing, and convertible into common stock upon specific events (qualified financing, uplisting, or maturity) at **85% of VWAP**, with a ceiling of **$3.50** and floor prices of **$2.68** per share for initial investors[75](index=75&type=chunk) - Investors were granted piggyback registration rights for the underlying common stock[75](index=75&type=chunk) [Plan of Operations](index=20&type=section&id=Plan%20of%20Operations) This section outlines Aeluma's strategic focus on developing and commercializing high-performance semiconductor technologies - The company's strategy focuses on developing and commercializing high-performance semiconductor technologies that scale for mass markets, based on heterogeneous integration of compound semiconductor materials on large-diameter substrates[77](index=77&type=chunk)[78](index=78&type=chunk) - Aeluma plans to continue performing on existing customer and government contracts, expand business development and marketing, engage with manufacturing partners, and mature manufacturing processes for volume production[78](index=78&type=chunk) [Limited Operating History](index=21&type=section&id=Limited%20Operating%20History) This section discusses the inherent risks of a growing enterprise, including capital constraints and R&D challenges - The company cannot guarantee that current proceeds will be sufficient to execute all business plans, facing risks inherent in growing an enterprise, including limited capital resources and R&D challenges[79](index=79&type=chunk) - Lack of satisfactory financing terms could hinder operations, and equity financing would result in dilution for existing stockholders[80](index=80&type=chunk) [Components of Results of Operations](index=21&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down the various revenue and expense categories that constitute the company's financial performance - Revenue is generated from commercial product sales and government contracts[81](index=81&type=chunk) - Operating expenses include cost of revenue (materials, direct compensation), research and development (personnel, design, fabrication, testing, facility costs), and general and administrative (personnel, consulting, legal, insurance, audit, office costs)[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - Other income (expense) primarily consists of interest income, non-cash amortization of discount on convertible notes, and changes in the fair value of derivative liabilities[85](index=85&type=chunk)[86](index=86&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance for the reporting period, comparing key metrics year-over-year Key Financial Results (Six Months Ended December 31) | Metric | 2024 | 2023 | $ Change | % Change | | :------------------------ | :------------ | :------------ | :------------ | :------- | | Revenue | $2,093,254 | $295,392 | $1,797,862 | n/m | | Operating expenses | $(2,435,036) | $(2,906,902) | $471,866 | 16.2% | | Other income (expense) | $(3,282,661) | $681 | $(3,283,342) | n/m | | Loss before income tax expense | $(3,624,443) | $(2,610,829) | $(1,013,614) | -38.8% | | Net loss | $(3,624,443) | $(2,610,829) | $(1,013,614) | -38.8% | - Revenue increased by **$1,797,862** to **$2,093,254** for the six months ended December 31, 2024, primarily driven by government contracts (**$1,892,261**) and commercial product sales (**$200,993**)[89](index=89&type=chunk) - Operating expenses decreased by **$471,866** (**16.2%**) to **$2,435,036**, mainly due to reduced consulting, professional expenses, and R&D purchases[90](index=90&type=chunk) - Other income (expense) significantly worsened by **$3,283,342**, primarily due to the amortization of discount on convertible notes (**$427,819**) and changes in the fair value of derivative liabilities (**$2,855,045**)[91](index=91&type=chunk) [Capital Resources and Liquidity](index=22&type=section&id=Capital%20Resources%20and%20Liquidity) This section assesses the company's financial resources, cash position, and ability to meet its ongoing obligations - The company's ability to continue as a going concern is dependent on raising additional capital and achieving sustainable revenues and profitability, given net losses and an accumulated deficit of **$17,248,804**[93](index=93&type=chunk)[94](index=94&type=chunk) - As of December 31, 2024, cash and cash equivalents were **$3,063,059**, which is insufficient to complete the business plan, necessitating further debt or equity financing[94](index=94&type=chunk) - Management's plan to improve operations includes raising capital, controlling expenses, executing sales/research contracts, and pursuing additional sales, though no assurance of success can be given[95](index=95&type=chunk) Cash Flow Summary (Six Months Ended December 31) | Cash Flow Activity | 2024 | 2023 | $ Change | % Change | | :----------------- | :------------ | :------------ | :------------ | :------- | | Operating activities | $(1,332,216) | $(2,480,345) | $1,148,129 | -46.3% | | Investing activities | $(40,797) | $(164,290) | $123,493 | -75.2% | | Financing activities | $3,145,000 | $(4,001) | $3,149,001 | n/m | | Increase (decrease) in cash | $1,771,987 | $(2,648,636) | $4,420,623 | -166.9% | [Critical Accounting Policies](index=23&type=section&id=Critical%20Accounting%20Policies) This section confirms that there were no significant changes to the company's critical accounting policies during the period - There were no significant changes in the company's critical accounting policies during the three and six months ended December 31, 2024[101](index=101&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that the company has no applicable quantitative and qualitative disclosures about market risk - The company states that this item is not applicable[102](index=102&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective due to insufficient finance staffing, impacting review controls - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024[105](index=105&type=chunk) - The ineffectiveness is attributed to insufficient staffing resources in the finance department, leading to inadequate precision, evidence, or timeliness in review controls[105](index=105&type=chunk) - There were no changes in internal control over financial reporting during the six months ended December 31, 2024, that materially affected or are reasonably likely to materially affect internal control over financial reporting[106](index=106&type=chunk) [PART II - OTHER INFORMATION](index=24&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business[108](index=108&type=chunk) - The company may become involved in material legal proceedings in the future[108](index=108&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Aeluma, Inc. is not required to provide specific risk factor disclosures under this item - As a smaller reporting company, Aeluma, Inc. is not required to provide risk factor information under this item[109](index=109&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not report any unregistered sales of equity securities during the quarter ended December 31, 2024, that were not previously disclosed - No unregistered sales of equity securities were made during the quarter ended December 31, 2024, that were not already disclosed[110](index=110&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[111](index=111&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[112](index=112&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) During the three months ended December 31, 2024, none of the company's directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2024[113](index=113&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements, certificates, plans, and certifications, many incorporated by reference - The report includes a comprehensive list of exhibits, such as merger agreements, certificates of incorporation, bylaws, registration rights agreements, equity incentive plans, and various certifications[115](index=115&type=chunk) - Many exhibits are incorporated by reference from prior filings, including Form 8-K, Form 10-K, and Form S-1/A[115](index=115&type=chunk) [SIGNATURES](index=27&type=section&id=SIGNATURES) This section contains the official signatures certifying the accuracy and completeness of the report - The report was signed on February 11, 2025, by Jonathan Klamkin, in his capacity as President, Chief Executive Officer, and Principal Financial Officer[120](index=120&type=chunk)

[Executive Summary & Business Update](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Update) This section provides an overview of Aeluma's record second-quarter performance, strategic achievements, and management's outlook on future growth and market positioning [Second Quarter Fiscal Year 2025 Highlights](index=1&type=section&id=1.1%20Second%20Quarter%20Fiscal%20Year%202025%20Highlights) Aeluma reported record second-quarter revenue, driven by strategic execution of government and commercial contracts, and highlighted advancements in quantum dot photonic circuits and scalable sensing solutions across various high-growth markets [Management Commentary](index=1&type=section&id=1.1.1%20Management%20Commentary) Management highlights record second-quarter revenue driven by strategic contract execution and emphasizes the company's leadership in next-generation semiconductor applications across diverse high-growth markets - Aeluma's CEO, Jonathan Klamkin, stated that the second-quarter performance, with revenue reaching **$1.6 million**, demonstrates the potential of their high-performance semiconductor technologies, driven by strategic execution of government and commercial contracts[4](index=4&type=chunk) - The company is positioned as a leader in next-generation applications across AI, quantum computing, aerospace & defense, AR/VR, automotive, health, and mobile, with a focus on scaling the business to meet evolving market needs[4](index=4&type=chunk) [Recent Company Achievements](index=1&type=section&id=1.1.2%20Recent%20Company%20Achievements) Aeluma achieved record quarterly revenue, secured a NASA contract, expanded its IP portfolio with new patent filings, joined AIM Photonics, and completed a key commercial development milestone - Recognized record high quarterly revenue of **$1.6 million**, growing over **500% year-over-year**[5](index=5&type=chunk) - Secured a NASA contract to advance quantum dot photonic integrated circuits for aerospace and AI applications[5](index=5&type=chunk) - Filed two new patent applications for quantum computing and sensing, expanding its intellectual property portfolio[5](index=5&type=chunk) - Joined AIM Photonics as a full industry member to accelerate quantum dot laser technology for silicon photonics[5](index=5&type=chunk) - Completed a key technical milestone for an ongoing commercial development contract and entered negotiations for additional development contracts[5](index=5&type=chunk) [Financial Performance Overview](index=2&type=section&id=Financial%20Performance%20Overview) This section details Aeluma's second-quarter fiscal year 2025 financial results, including revenue, net loss, and non-GAAP measures, along with updated full-year revenue guidance and definitions of non-GAAP metrics [Second Quarter Fiscal Year 2025 Financial Results](index=2&type=section&id=2.1%20Second%20Quarter%20Fiscal%20Year%202025%20Financial%20Results) Aeluma reported record Q2 FY2025 revenue of $1.6 million, a significant increase year-over-year and quarter-over-quarter. Despite revenue growth, the company incurred a GAAP net loss of $2.9 million, or ($0.24) per share, but achieved Non-GAAP income of $546 thousand and Adjusted EBITDA of $648 thousand. Cash and cash equivalents stood at $3.1 million Financial Metrics | Metric | Q2 FY2025 (Dec 31, 2024) | Q1 FY2025 (Sep 30, 2024) | Q2 FY2024 (Dec 31, 2023) | YoY Change (Q2 FY25 vs Q2 FY24) | QoQ Change (Q2 FY25 vs Q1 FY25) | | :----- | :----------------------- | :----------------------- | :----------------------- | :------------------------------ | :------------------------------ | | Revenue | $1.6 million | $481 thousand | $263 thousand | +509.5% | +232.6% | | Net Loss (GAAP) | $(2.9) million | $(730) thousand | $(1.1) million | +163.6% (larger loss) | +297.3% (larger loss) | | Net Loss per Share (GAAP) | $(0.24) | $(0.06) | $(0.09) | +166.7% (larger loss) | +300.0% (larger loss) | | Non-GAAP Income | $546 thousand | N/A | N/A | N/A | N/A | | Adjusted EBITDA | $648 thousand | $(457) thousand | $(924) thousand | N/A (positive vs negative) | N/A (positive vs negative) | | Cash and Cash Equivalents | $3.1 million | $3.5 million | $2.4 million | +29.2% | -11.4% | - Total shares outstanding were **12,242,481** as of December 31, 2024[9](index=9&type=chunk) [Fiscal Year 2025 Revenue Guidance](index=2&type=section&id=2.2%20Fiscal%20Year%202025%20Revenue%20Guidance) Aeluma raised its full-year fiscal 2025 revenue guidance by 10% to approximately $4.4-4.6 million, reflecting confidence in its growth trajectory and strong contract performance - Aeluma now expects full-year fiscal 2025 revenue of approximately **$4.4-4.6 million**[10](index=10&type=chunk) - This represents a **10% increase** from its previous guidance provided on September 24, 2024[10](index=10&type=chunk) - The upward revision is attributed to confidence in the company's growth trajectory, supported by strong contract performance and expanding market opportunities[10](index=10&type=chunk) [Non-GAAP Financial Measures](index=2&type=section&id=2.3%20Non-GAAP%20Financial%20Measures) The company uses Non-GAAP financial measures, including Non-GAAP net income and Adjusted EBITDA, to provide supplemental information to management and investors, believing they offer additional insight into ongoing performance and core operational activities by excluding stock-based compensation, depreciation, amortization, amortization of discount on convertible notes, and changes in fair value of derivative liabilities - Non-GAAP financial measures are presented to provide supplemental information and additional insight into Aeluma's ongoing performance and core operational activities[12](index=12&type=chunk) - Non-GAAP net income is defined as GAAP net loss plus stock-based compensations, amortization of discount on convertible notes and changes in fair value of derivative liabilities[13](index=13&type=chunk) - Adjusted EBITDA is defined as non-GAAP net loss plus depreciation and amortization expenses, less interest income[13](index=13&type=chunk) [Company Profile & Disclosures](index=3&type=section&id=Company%20Profile%20%26%20Disclosures) This section provides an overview of Aeluma's core business in optoelectronics, outlines forward-looking statement disclaimers, and lists company and investor contact information [About Aeluma, Inc.](index=3&type=section&id=3.1%20About%20Aeluma%2C%20Inc.) Aeluma develops novel optoelectronics for sensing and communication, utilizing a pioneering technique to manufacture high-performance compound semiconductor chips on large-diameter substrates. This technology aims to enhance performance and scale manufacturing for various markets including automotive LiDAR, mobile, defense & aerospace, AR/VR, AI, quantum, and communication - Aeluma develops novel optoelectronics for sensing and communication applications[15](index=15&type=chunk) - The company has pioneered a technique to manufacture high-performance compound semiconductor chips on large-diameter substrates, critical for enhancing performance and scaling manufacturing[15](index=15&type=chunk) - Its transformative semiconductor chip technology may impact markets such as automotive LiDAR, mobile, defense & aerospace, AR/VR, AI, quantum, and communication[15](index=15&type=chunk) [Forward-Looking Statements](index=3&type=section&id=3.2%20Forward-Looking%20Statements) The press release contains forward-looking statements regarding market position, product development, manufacturing, sales, and partnerships, which are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially. The company disclaims any obligation to update these statements - All statements not historical are forward-looking, including expectations regarding market position, product development, manufacturing, sales, and partnerships[16](index=16&type=chunk) - These statements involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and may cause actual results to differ materially[16](index=16&type=chunk) - The Company undertakes no obligation to revise or update information in this release to reflect future events or circumstances[16](index=16&type=chunk) [Company and Investor Contact](index=3&type=section&id=3.3%20Company%20and%20Investor%20Contact) Provides contact information for Aeluma, Inc. and its investor relations - Company contact: Aeluma, Inc., (805) 351-2707, info@aeluma.com[17](index=17&type=chunk) - Investor contact: Bishop IR, Mike Bishop, (415) 894-9633, ir@aeluma.com[17](index=17&type=chunk) [Unaudited Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Consolidated%20Financial%20Statements) This section presents Aeluma's unaudited consolidated balance sheets, statements of operations, reconciliation of GAAP and Non-GAAP net income, and statements of cash flows for specified periods [Consolidated Balance Sheets](index=4&type=section&id=4.1%20Consolidated%20Balance%20Sheets) The consolidated balance sheets provide a snapshot of Aeluma's financial position as of December 31, 2024, September 30, 2024, and December 31, 2023, detailing assets, liabilities, and stockholders' equity. Key changes include an increase in total assets and a significant rise in derivative liabilities and convertible notes Balance Sheet Items (USD) | Balance Sheet Item | Dec 31, 2024 | Sep 30, 2024 | Dec 31, 2023 | | :----------------- | :----------- | :----------- | :----------- | | Total Assets | $6,757,858 | $6,348,859 | $5,329,560 | | Cash and cash equivalents | $3,063,059 | $3,502,520 | $2,423,054 | | Accounts receivable | $1,324,632 | $322,189 | $192,992 | | Total Liabilities | $7,789,946 | $4,635,226 | $1,457,604 | | Derivative liabilities | $5,048,174 | $2,046,695 | $- | | Convertible notes, net | $1,379,690 | $1,096,646 | $- | | Total Stockholders' Equity | $(1,032,088) | $1,713,633 | $3,871,956 | - Total assets increased from **$6,348,859** at September 30, 2024, to **$6,757,858** at December 31, 2024[19](index=19&type=chunk) - Derivative liabilities significantly increased from **$2,046,695** to **$5,048,174** during the quarter ended December 31, 2024[19](index=19&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=4.2%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations detail Aeluma's revenue, operating expenses, and net loss for the three and six months ended December 31, 2024, and prior periods. Revenue saw substantial growth, but increased operating expenses and significant other expenses, particularly from changes in fair value of derivative liabilities, led to a higher net loss Statements of Operations (USD) | Metric | Three Months Ended Dec 31, 2024 | Three Months Ended Sep 30, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :----- | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Revenue | $1,612,519 | $480,735 | $262,992 | $2,093,254 | $295,392 | | Cost of revenue | $584,549 | $314,575 | $136,767 | $899,124 | $151,906 | | Research and development | $268,061 | $401,074 | $651,099 | $669,135 | $1,485,968 | | General and administrative | $370,311 | $496,466 | $603,925 | $866,777 | $1,269,028 | | Loss from operations | $389,598 | $(731,380) | $(1,128,799) | $(341,782) | $(2,611,510) | | Changes in fair value of derivative liabilities | $(3,001,480) | $146,435 | $- | $(2,855,045) | $- | | Net loss | $(2,894,824) | $(729,619) | $(1,128,520) | $(3,624,443) | $(2,610,829) | | Net loss per share - basic and diluted | $(0.24) | $(0.06) | $(0.09) | $(0.30) | $(0.21) | - Revenue for the three months ended December 31, 2024, increased by over **500% year-over-year** to **$1,612,519**[21](index=21&type=chunk) - The net loss for the three months ended December 31, 2024, was significantly impacted by a **$(3,001,480)** change in fair value of derivative liabilities[21](index=21&type=chunk) [Reconciliation of GAAP and Non-GAAP Net Income (Loss)](index=5&type=section&id=4.3%20Reconciliation%20of%20GAAP%20and%20Non-GAAP%20Net%20Income%20%28Loss%29) This section provides a reconciliation between GAAP net loss and Non-GAAP net income (loss), as well as Adjusted EBITDA, for the three and six months ended December 31, 2024, and prior periods. It details adjustments for stock-based compensation, amortization of discount on convertible notes, and changes in fair value of derivative liabilities Reconciliation (USD) | Metric | Three Months Ended Dec 31, 2024 | Three Months Ended Sep 30, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :----- | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | GAAP net loss | $(2,894,824) | $(729,619) | $(1,128,520) | $(3,624,443) | $(2,610,829) | | Total adjustments to GAAP net loss | $3,440,607 | $172,413 | $142,900 | $3,613,020 | $395,434 | | Non-GAAP net income (loss) | $545,783 | $(557,206) | $(985,620) | $(11,423) | $(2,215,395) | | Adjusted EBITDA | $647,863 | $(457,183) | $(923,900) | $190,680 | $(2,084,293) | | Non-GAAP net income (loss) per share | $0.04 | $(0.05) | $(0.08) | $- | $(0.18) | - Non-GAAP adjustments for the three months ended December 31, 2024, totaled **$3,440,607**, primarily driven by changes in fair value of derivative liabilities (**$3,001,480**)[22](index=22&type=chunk) - Aeluma reported a positive Non-GAAP net income of **$545,783** and Adjusted EBITDA of **$647,863** for the quarter ended December 31, 2024, contrasting with GAAP net loss[22](index=22&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=4.4%20Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows present the cash inflows and outflows from operating, investing, and financing activities for the six months ended December 31, 2024, and December 31, 2023. Net cash used in operating activities decreased, while financing activities provided significant cash, primarily from note issuance, leading to a positive net change in cash Cash Flow Items (USD) | Cash Flow Item | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :------------- | :---------------------------- | :---------------------------- | | Net loss | $(3,624,443) | $(2,610,829) | | Net cash used in operating activities | $(1,332,216) | $(2,480,345) | | Net cash used in investing activities | $(40,797) | $(164,290) | | Net cash provided by (used in) financing activities | $3,145,000 | $(4,001) | | Net change in cash | $1,771,987 | $(2,648,636) | | Cash, end of period | $3,063,059 | $2,423,054 | - Net cash used in operating activities decreased from **$(2,480,345)** in the six months ended December 31, 2023, to **$(1,332,216)** in the same period of 2024[24](index=24&type=chunk) - Financing activities provided **$3,145,000** in cash for the six months ended December 31, 2024, primarily from note issuance, a significant change from the **$(4,001)** used in the prior year[24](index=24&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or Delaware 85-2807351 (I.R.S. Employer Identification No.) ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 000-56218 AELUMA, INC. (Exact Name of Registrant as S ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 000-56218 AELUMA, INC. (Exact Name of Registrant as Specified in Charter) (State or Other Jurisdiction of Incorporation) (I. ...