Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - 89bio, Inc. (ETNB) increased by 83% to $14.84 [3] - Aptevo Therapeutics Inc. (APVO) rose by 75% to $2.47 [3] - Psyence Biomedical Ltd. (PBM) saw a 29% increase to $4.82 [3] - Beam Global (BEEM) gained 27% reaching $3.23 [3] - MicroAlgo Inc. (MLGO) was up 14% at $13.06 [3] - Akero Therapeutics, Inc. (AKRO) increased by 12% to $47.50 [3] - Hyperion DeFi, Inc. (HYPD) rose by 11% to $13.69 [3] - Sonnet BioTherapeutics Holdings, Inc. (SONN) increased by 11% to $7.85 [3] - FuelCell Energy, Inc. (FCEL) was up 9% at $8.34 [3] - Robo.ai Inc. (AIIO) gained 6% to $2.05 [3] Premarket Losers - Presidio Property Trust, Inc. (SQFT) decreased by 14% to $7.58 [4] - Aeluma, Inc. (ALMU) fell by 10% to $15.18 [4] - FGI Industries Ltd. (FGI) dropped 10% to $7.65 [4] - Lazydays Holdings, Inc. (GORV) was down 9% at $2.26 [4] - StableX Technologies, Inc. (SBLX) decreased by 8% to $5.40 [4] - Artelo Biosciences, Inc. (ARTL) fell by 8% to $4.48 [4] - SciSparc Ltd. (SPRC) decreased by 8% to $4.10 [4] - Cracker Barrel Old Country Store, Inc. (CBRL) was down 7% at $45.75 [4] - Columbus Circle Capital Corp I (BRR) fell by 7% to $9.42 [4] - Visionary Holdings Inc. (GV) decreased by 7% to $2.58 [4]

Group 1 - The article emphasizes the importance of research-driven insights for retail investors [1] - It highlights the potential for savings on subscription fees for investment services [1] - The author expresses a personal interest in initiating a long position in ALMU within the next 72 hours [1] Group 2 - The article does not provide specific investment recommendations or advice [2] - It clarifies that past performance is not indicative of future results [2] - The authors of the articles may not be licensed or certified by any regulatory body [2]

Core Viewpoint - Aeluma, Inc. plans to conduct an underwritten public offering of its common stock, with a potential additional 15% of shares available for purchase by the underwriter [1][2]. Group 1: Offering Details - The offering is subject to market conditions and there is no assurance regarding its completion or the final terms [1]. - Craig-Hallum is the sole book-running manager for the offering [2]. - Aeluma will file a preliminary prospectus supplement with the SEC detailing the terms of the offering [4]. Group 2: Use of Proceeds - The net proceeds from the offering are intended for business development, advancing manufacturing processes, and general working capital [2]. Group 3: Company Overview - Aeluma specializes in high-performance photonic and electronic technologies, combining compound semiconductors with scalable manufacturing for mass market microelectronics [5]. - The company's technology has applications in various sectors including mobile, AI, defense, aerospace, robotics, automotive, AR/VR, and quantum [5]. - Aeluma is headquartered in Goleta, California, and operates advanced R&D and manufacturing capabilities for semiconductor production [5].

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]

Revenue and Contracts - Revenue for the fiscal year ended June 30, 2025, increased by $3.7 million to $4.7 million, with $4.4 million from government contracts and $266 thousand from commercial product and service contracts [225]. - For the fiscal year ended June 30, 2025, revenue was $4.7 million, a significant increase from $919 thousand in 2024, representing a growth of 408% [252]. - The company was awarded six government contracts totaling $13.8 million for the provision of services and delivery of materials during the fiscal year ended June 30, 2025 [278]. - A contract with NASA was received in August 2024 to develop quantum dot photonic integrated circuits for next-generation space applications [200]. - A contract with the U.S. Department of Energy was awarded in April 2025 to develop commercially viable, low-cost shortwave infrared photodetectors [202]. - As of June 30, 2025, total remaining performance obligations under all obligated government contracts amounted to $10.2 million [280]. Financial Performance - The net loss for the fiscal year ended June 30, 2025, was $3.0 million, a reduction of 33.8% compared to a net loss of $4.6 million in the previous year [225]. - The company reported a net loss of $3.0 million for the fiscal year ended June 30, 2025, an improvement from a net loss of $4.6 million in 2024 [252]. - The net loss for the year ended June 30, 2025, was $3.022 million, compared to a net loss of $4.562 million in 2024, indicating an improvement of 34% [252]. - The company’s accumulated deficit increased to $16.646 million in 2025 from $13.624 million in 2024, reflecting a deterioration of 22% [254]. - The company has a limited operating history and continues to face risks typical of early-stage companies, despite alleviating substantial doubt about its ability to continue as a going concern [216][230]. Cash and Assets - Cash, cash equivalents, and certificates of deposit totaled $15.7 million as of June 30, 2025, compared to $1.3 million as of June 30, 2024, largely due to net proceeds from a public offering [229]. - Total current assets rose to $17.3 million as of June 30, 2025, up from $1.4 million in 2024, driven by a $14.4 million increase in cash and cash equivalents [233]. - The company had total assets of $19.4 million as of June 30, 2025, compared to $3.8 million in 2024 [250]. - As of June 30, 2025, working capital increased to $16.6 million from $766 thousand as of June 30, 2024, primarily due to a $15.9 million increase in current assets [233]. Financing Activities - The company completed a public offering on March 26, 2025, raising gross proceeds of $13.8 million, with net proceeds of $12.6 million after underwriting discounts and offering expenses [211]. - Net cash provided by financing activities was $15.8 million for the fiscal year ended June 30, 2025, compared to a net cash used of $4 thousand in 2024 [236]. - The Company issued convertible promissory notes totaling $3.1 million, convertible into common stock at a price not lower than 85% of the 5-day VWAP, with a ceiling price of $3.50 per share [291]. - The Company issued 898,573 shares of Common Stock in exchange for $3.1 million in outstanding principal under convertible notes, resulting in no further obligations under the converted notes [294]. - The public offering on March 26, 2025, resulted in gross proceeds of $13.8 million, with net proceeds of $12.6 million intended for business development and scaling manufacturing operations [302]. Operating Expenses - Operating expenses rose by $1.3 million, or 24.2%, to $6.8 million for the fiscal year ended June 30, 2025, primarily due to increased material purchases and higher compensation costs [226]. - Operating expenses for 2025 totaled $6.807 million, up from $5.482 million in 2024, reflecting an increase of 24% [252]. - Stock-based compensation expense for the fiscal year ended June 30, 2025, was $1.893 million, up from $732 thousand in the previous year [256]. - Research and development expenses decreased to $1.295 million in 2025 from $2.507 million in 2024, a reduction of 48% [252]. Stock and Equity - Stockholders' equity increased to $17.9 million as of June 30, 2025, from $2.3 million in 2024, reflecting a significant increase in additional paid-in capital [250]. - The Company has authorized a total of 50 million shares of common stock and 10 million shares of preferred stock, with no preferred shares issued as of June 30, 2025 [296]. - The Company reported a total of 15,864,630 shares outstanding as of June 30, 2025, an increase from 12,178,424 shares in 2024, representing a growth of 30% [254]. - The Company granted stock options of 78,000 to consultants and 723,354 to employees and board members for the fiscal year ended June 30, 2025 [307]. - The Company issued warrants to purchase up to 131,427 shares at an exercise price of $6.04 per share in connection with a public offering completed on March 26, 2025 [312]. Future Outlook and Strategy - The company aims to manufacture high-performance semiconductor technologies that scale for mass markets, focusing on R&D and partnerships with fabrication foundries [215]. - The company plans to use net proceeds from the Offering to support operational growth and invest in product development [231]. - The company may pursue additional financing opportunities to support long-term growth initiatives [232]. - The Company has net operating loss carryforwards that may offset future taxable income, with a valuation allowance due to realization uncertainty [285]. - The Company is currently evaluating the impact of ASU No. 2023-09 on income tax disclosures, effective for fiscal years beginning after December 15, 2024 [289].

[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)

PRE-EFFECTIVE AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on March 25, 2025 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TO FORM S-1 AELUMA, INC. (Exact name of registrant as specified in its charter) | Delaware | 3674 | 85-2807351 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | incorporation or organization) (Primary Standard Industrial Classification Cod ...