What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2022-02-15 · 186 added, 169 removed, 291 unchanged (55% of the section changed)

2 unchanged sentences

Balance Sheets

compensation, current portion

& other current assets

Current Assets

Deferred compensation, current portion

Prepaids & other current assets

Total Current Assets

Leasehold improvements

Accumulated depreciation

Net fixed assets

Intangible assets

Right of use asset-facility

Deferred compensation, long term portion

LIABILITIES AND STOCKHOLDERS’ EQUITY

of use asset-facility

compensation, long term portion

AND STOCKHOLDERS’ EQUITY

expenses & other current liabilities

liability-current portion

Current Liabilities

Accounts payable

Accrued expenses & other current liabilities

Lease liability-current portion

Total Current Liabilities

Lease Liability-Long Term Portion

Commitments and Contingencies

Total Liabilities

Stockholders’ Equity

Liability-Long Term Portion

and Contingencies

Stockholders’

Preferred Stock par value $ 0.0001 , 10,000,000 authorized, none issued and outstanding.

Common Stock par value $ 0.0001 , 50,000,000 shares authorized, 10,650,002 shares and 10,535,002 issued and outstanding at December 31, 2021 and June 30, 2021, respectively.

Additional Paid In Capital

Accumulated Deficit

Common Stock par value $ 0.0001 , and 50,000,000 shares authorized, 10,650,002 and 10,535,002 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively.

Paid In Capital

( 2,371,507 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these financials

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Statements of Operations

the Three Months Ended December 31, 2021 and 2020

Operating Expenses

Sub-lease and other income

Interest income

Total Other Income

Loss Before Provision for Income Taxes

Provision for income tax

the Three Months Ended March 31, 2022 and 2021

& Development

& Administrative

and other income

Before Provision for Income Taxes

for income tax

$ ( 914,377 )

Basic and Diluted Loss Per Share

Weighted average common shares outstanding - basic and diluted

and Diluted Loss Per Share

average common shares outstanding - basic and diluted

accompanying notes are an integral part of these financials

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Statements of Operations

the Six Months Ended December 31, 2021 and 2020

Operating Expenses

Sub-lease and other income

Interest income

Total Other Income

Loss Before Provision for Income Taxes

the Nine Months Ended March 31, 2022 and 2021

& Development

& Administrative

and other income

Before Provision for Income Taxes

( 2,140,722 )

Provision for income tax

for income tax

$ ( 2,140,722 )

Basic and Diluted Loss Per Share

Weighted average common shares outstanding - basic and diluted

and Diluted Loss Per Share

average common shares outstanding - basic and diluted

and Subsidiary

Statement of Stockholders’ Equity

the Six Months Ended December 31, 2021

the Nine Months Ended March 31, 2022

Stockholders’

Balance, June 30, 2021

$ ( 230,922 )

Issuance of shares of common stock for cash (net of $ 23,070 in offering costs)

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$ ( 1,457,130 )

Stock based compensation

Net Loss for three months Ended March 31, 2022

Balance March 31, 2022

$ ( 2,371,507 )

accompanying notes are an integral part of these financials

1 unchanged sentence

Statements of Cash Flows

the Six Months Ended December 31, 2021 and 2020

the Nine Months Ended March 31, 2022 and 2021

Operating activities

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Investing activities

Purchase of equipment

Purchase of equipment & CIP

Payment for leasehold improvements

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Proceeds from advances

Proceeds from SAFE Notes

Proceeds from Private Placement, net of offering costs

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Supplemental Disclosures

Notes to Consolidated Financial Statements as

of December 31, 2021 and 2020

accompanying notes are an integral part of these financials

Notes to Consolidated Financial Statements

of March 31, 2022 and 2021

NOTE 1 – THE COMPANY

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Initial efforts hope to penetrate the 3D imaging

and sensing (mobile & consumer, defense & aerospace, industrial, medical, auto) and lidar (robotic vehicles, ADAS vehicles, topography,

wind, industrial) markets.

and sensing (mobile and consumer, defense and aerospace, industrial, medical, auto) and LiDAR (robotic vehicles, advanced driver assistance

systems vehicles (ADAS), topography, wind, industrial) markets.

We were originally incorporated as Parc Investments,

in the State of Delaware on August 21, 2020.

Prior to the Merger (as defined below), we were a “shell company” (as defined

in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

On June 22, 2021, our board of directors and all

of our pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary

of State of the State of Delaware on June 22, 2021 and through which we changed our name to “Aeluma, Inc.” On June 22, 2021,

our board of directors also adopted restated bylaws.

On June 22, 2021, Biond Photonics, Inc., a privately

held California corporation (“Biond Photonics”) merged with and into our wholly-owned subsidiary, Aeluma Operating Co., a

corporation formed in the State of Delaware on June 22, 2021 (“Acquisition Sub”).

Pursuant to this transaction (the “Merger”),

Acquisition Sub was the surviving corporation and remained our wholly owned subsidiary, and all of the outstanding stock of Biond Photonics

was converted into shares of our common stock.

Prior to the Merger (as defined below), we were a “shell company” (as

defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

On June 22, 2021, our board of directors

and all of our pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the

Secretary of State of the State of Delaware on June 22, 2021 and through which we changed our name to “Aeluma, Inc.”

On June 22, 2021, our board of directors also adopted restated bylaws.

On June 22, 2021, Biond Photonics, Inc.,

a privately held California corporation (“Biond Photonics”) merged with and into our wholly-owned subsidiary, Aeluma Operating

Co., a corporation formed in the State of Delaware on June 22, 2021 (“Acquisition Sub”).

Pursuant to this transaction

(the “Merger”), Acquisition Sub was the surviving corporation and remained our wholly owned subsidiary, and all the outstanding

stock of Biond Photonics was converted into shares of our common stock.

As a result of the Merger, we acquired the business

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In conjunction with the merger transaction, the company changed its year end to June 30.

Biond Photonics was incorporated in February

Biond Photonics was incorporated in

February 2019.

Merger Agreement

On June 22, 2021, Parc Investments, Inc., Acquisition

Sub and Biond Photonics entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).

to the terms of the Merger Agreement, on June 22, 2021 (the “Closing Date”), Biond Photonics merged with and into Acquisition

Sub, with Acquisition Sub continuing as the surviving corporation and our wholly owned subsidiary.

On June 22, 2021, Parc Investments, Inc.,

Acquisition Sub and Biond Photonics entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, on June 22, 2021 (the “Closing Date”), Biond Photonics merged with and

into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation and our wholly owned subsidiary.

As a result of the Merger, we acquired the business

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The Merger was treated as a recapitalization and

reverse acquisition for us for financial reporting purposes.

Biond Photonics is considered the acquirer for accounting purposes, and our

historical financial statements before the Merger will be replaced with the historical financial statements of Biond Photonics before

the Merger in future filings with the SEC.

The Merger is intended to be treated as a tax-free reorganization under Section 368(a)

of the Internal Revenue Code of 1986, as amended.

reverse acquisition for financial reporting purposes.

Biond Photonics is considered the acquirer for accounting purposes, and our historical

financial statements before the Merger will be replaced with the historical financial statements of Biond Photonics before the Merger

in future filings with the SEC.

The Merger is intended to be treated as a tax-free reorganization under Section 368(a) of the Internal

Revenue Code of 1986, as amended.

Change of Fiscal Year

On June 30, 2021, we changed our fiscal year from

the period beginning on January 1 and ending on December 31 to the period beginning on July 1 and ending on June 30 of each year.

On June 30, 2021, we changed our fiscal year

from the period beginning on January 1 and ending on December 31 to the period beginning on July 1 and ending on June 30

of each year.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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all of the information and notes required by GAAP for complete financial statements.

The consolidated financial statements as of December

The consolidated financial statements as of March 31,

2022 and 2021, are unaudited;

however, in the opinion of management such interim condensed consolidated financial statements reflect

all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

however, in the opinion of management such interim condensed consolidated financial statements reflect all

adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s

most recent Transition Report on Form 10-KT, as filed with the Securities and Exchange Commission (the “SEC”) on September 27,

The results of operations for the period presented are not necessarily indicative of the results that might be expected for

future interim periods or for the full year.

The results of operations for the period presented are not necessarily indicative of the results that might be expected for future

interim periods or for the full year.

The summary of significant accounting policies

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notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.

Going Concern

The Company incurred a net loss of $ 1,226,345 for the six months

ended December 31, 2021.

In addition, the Company is in the research and development stage and has not generated revenue to date.

to support its operations, the Company will require additional infusions of cash from the sale of equity instruments or the issuance of

debt instruments, or the commencement of profitable revenue generating activities.

If adequate funds are not available or are not available

on acceptable terms, the Company’s ability to fund its operations, develop or enhance its sensors in the future or respond to competitive

pressures would be significantly limited.

Such limitations could require the Company to curtail, suspend or discontinue parts of its business

The Company incurred a net loss of $ 2,140,722

for the nine months ended March 31, 2022.

In addition, the Company is in the research and development stage and has not generated

revenue to date.

In order to support its operations, the Company will require additional infusions of cash from the sale of equity instruments

or the issuance of debt instruments, or the commencement of profitable revenue generating activities.

If adequate funds are not available

or are not available on acceptable terms, the Company’s ability to fund its operations, develop or enhance its sensors in the future

or respond to competitive pressures would be significantly limited.

Such limitations could require the Company to curtail, suspend or

discontinue parts of its business plan.

These conditions may raise doubt about the Company’s

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The number of shares

prior to the merger have been restated to consider the conversion into the share of the legal acquirer.

prior to the merger have been restated to consider the conversion into the shares of the legal acquirer.

No shares were issued until October 2020.

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(“FASB”) ASC Topic No.

820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair values is

the price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants

820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the

price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants

at the measurement date.

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Property and Equipment

Property, equipment and leasehold improvements

are reported at historical cost, net of accumulated depreciation and amortization.

Depreciation is computed using the straight-line method

over the estimated useful lives of the assets.

equipment and leasehold improvements are reported at historical cost, net of accumulated depreciation and amortization.

is computed using the straight-line method over the estimated useful lives of the assets.

Leasehold improvements are amortized over

the remaining lease term.

Repairs and maintenance to these assets are charged to expense as incurred;

major improvements

enhancing the function and/or the asset’s useful life are capitalized.

major improvements enhancing

the function and/or the asset’s useful life are capitalized.

When items are sold or retired, the related cost and accumulated

depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

Intangible Assets

Intangible assets are associated with the Aeluma.com

domain name and are amortized on a straight-line basis over 10 years .

Cash and Cash Equivalents

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Interest and penalties totaled $ 0 for periods presented.

The Company’s

net operating loss carryforwards are subject to IRS examination until they are fully utilized, and such tax years are closed.

The Company’s net operating

loss carryforwards are subject to IRS examination until they are fully utilized, and such tax years are closed.

The Company will file tax returns in the U.S.

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110, Share-Based Payment.

For other service providers, the expected life was calculated using the contractual term

of the award.

For other service providers, the expected life was calculated using the contractual term of the

The Company’s estimate of expected volatility was based on the volatility of peers.

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all leases to be recognized in the balance sheet.

The Company entered into a lease agreement during the six months ended June 30, 2021.

The Company entered into a lease agreement during the six months period ended June 30,

The Company adopted ASU 2016-02 on January 1, 2021.

In April 2016, the FASB issued ASU 2016-10, Revenue

from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09, Revenue

from Contracts with Customers.

In April 2016, the FASB issued ASU 2016-10,

Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09,

Revenue from Contracts with Customers.

The Company does not currently generate revenue.

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authorize the issuance of two classes of shares of stock.

The total number of shares which this corporation is authorized to issue is 50,000,000 shares

of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock.

The total number of shares which this corporation is authorized to issue is

50,000,000 shares of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock.

No preferred shares were issued

at December 31, 2021.

as of March 31, 2022.

Common Stock Offering

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Accordingly, we sold a total of 4,000,000 shares

of our common stock through December 31, 2021.

of our common stock through March 31, 2022.

The private placement offering is referred to herein as the “Offering.”

The aggregate gross proceeds from the Offering

during the six months ended December 31, 2021 were $ 230,000 (before deducting placement agent fees and expenses of the Offering of

We also paid additional offering costs totaling $ 45,000 during the six-month period ended December 31, 2021.

during the nine months ended March 31, 2022 were $ 206,930 , which is net of offering placement agent fees and expenses.

We also paid additional

offering costs totaling $ 45,000 during the nine months ended March 31, 2022.

The Offering was exempt from registration under

Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC thereunder.

The common stock

in the Offering was sold to “accredited investors,” as defined in Regulation D, and was conducted on a “reasonable

best efforts” basis.

The common stock in the

Offering was sold to “accredited investors,” as defined in Regulation D, and was conducted on a “reasonable best efforts”

Issued and Vested Shares to Officers

6 unchanged sentences

on October 27 th , 2020 and the remaining 1,299,136 shares vest in equal amounts, monthly over the subsequent 4 years.

December 31, 2021, each of these officers had 703,699 vested shares, and 920,221 unvested shares.

March 31, 2022, each of these officers had 784,895 vested shares, and 839,025 unvested shares.

Registration Rights Agreement

12 unchanged sentences

of the Common Stock is suspended or halted on the Approved Market, which at the time constitutes the principal markets for the Common

Stock, for more than three (3) full, consecutive Trading Days (other than as a result of (A) actions or inactions of parties other

than the Company or its affiliates or of the Approved Market not reasonably in the control of the Company, or (B) suspension or halt of

substantially all trading in equity securities (including the Common Stock) on the Approved Market).

The maximum amount of liquidated

damages that may be paid by the Company shall be an amount equal to eight percent (8%) of the shares covered by the registration rights

This filing covered 11,010,002 shares.

The Company currently expects to satisfy all of its obligations under the Registration

Agreement and does not expect to pay any damages pursuant to this agreement;

Stock, for more than three (3) full, consecutive Trading Days (other than as a result of (A) actions or inactions of parties other than

the Company or its affiliates or of the Approved Market not reasonably in the control of the Company, or (B) suspension or halt of substantially

all trading in equity securities (including the Common Stock) on the Approved Market).

The maximum amount of liquidated damages that may

be paid by the Company shall be an amount equal to eight percent (8%) of the shares covered by the registration rights agreement.

filing covered 11,010,002 shares.

The Company currently expects to satisfy all of its obligations under the Registration Agreement and

does not expect to pay any damages pursuant to this agreement;

therefore, no liability has been recorded.

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be expensed over the service period.

For the six months ended December 31, 2021, $ 333,955 has been amortized in the Statement of

Operations, and $ 1,002,007 is presented as deferred compensation on the balance sheet at December 31, 2021, of which $ 662,464 is

expected to be expensed in the next twelve months.

In July of 2021, the Company issued an option to purchase 10,000 shares

of common stock to a director at a price of $2 per share, expiring in 10 years, and an option to purchase 10,000 shares of common stock

to an advisor at a price of $2.00 per share expiring in 5 years.

These options vested over periods ranging from one month to three months.

For the nine months ended March 31, 2022, $ 497,303 has been amortized in the Statement of Operations,

and $ 838,660 is presented as deferred compensation on the balance sheet at March 31, 2022, of which $ 662,464 is expected to be expensed

in the next twelve months.

In July of 2021, the Company issued an option

to purchase 10,000 shares of common stock to a director at a price of $2.00 per share, expiring in 10 years, and an option to purchase

10,000 shares of common stock to an advisor at a price of $2.00 per share expiring in 5 years.

These options vested over periods ranging

from one month to three months.

In December of 2021, the Company issued options

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vest 12,500 options per quarter in the first year and 9,375 per quarter for the following two years.

In February of 2022, the company

granted 16,750 in options to one director and 15,500 to another director at a price of $2.00 per share, for committee service.

These options

are subject to quarterly vesting over four quarters and expire in 10 years.

On February 1, 2022, the Company entered

into a consulting advisory agreement which grants 2,500 options with every patent filing.

On February 4, 2022, the advisor was granted

2,500 options with an exercise price of $2.00 and an expiration date of ten years.

The estimated weighted average fair value of the

options granted during the six months ended December 31, 2021 were approximately $1.50 per share.

The Company estimates the fair value of each option

award using the Black-Scholes option-pricing model.

The Company used the following assumptions to estimate the fair value of stock options

issued in the six months ended December 31, 2021:

options granted during the nine months ended March 31, 2022 were approximately $1.50 per share.

Company estimates the fair value of each option award using the Black-Scholes option-pricing model.

The Company used the following assumptions

for to estimate the fair value of stock options for directors issued in the nine months ended March 31, 2022:

Expected volatility

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Dividend yield

Risk-free interest rates

Risk-free interest rate

Company used the following assumptions for to estimate the fair value of stock options for consultants issued in the nine months ended

March 31, 2022:

Expected volatility

Expected term

Dividend yield

Risk-free interest rate

The following is a schedule summarizing employee

and non-employee stock option activity for the period ended December 31, 2021:

and non-employee stock option activity for the period ended March 31, 2022:

Weighted Average

Number of Options

Exercise Price

Outstanding at June 30, 2021

Expired/Cancelled

Outstanding at December 31, 2021

Exercisable at December 31, 2021

Outstanding at March 31, 2022

Exercisable at March 31, 2022

The aggregate intrinsic value represents the difference

between the exercise price of the options and the estimated fair value of the Company’s common stock for each of the respective

NOTE 5 – FACILITY OPERATING LEASE

On April 1, 2021, the Company commenced an 5yr

5 – FACILITY OPERATING LEASE

On April 1, 2021, the Company commenced a 5-year

operating lease for a facility in Santa Barbara, California with total lease payments of $781,813.

In addition to these lease payments,

the Company is also responsible for its shares of common area operating expenses and electricity.

Such expenses are considered variable

costs and are not included in the measurement of the lease liability.

The lease agreement also provides for the option to extend the lease

for two additional sixty-month periods.

The lease payments for these additional periods are not included in the lease liability amount

presented on the balance sheet.

The Company determined the lease constitutes a Right of Use (ROU) asset and has recorded the present value

of the lease payments as an asset and liability.

The value of the asset will be amortized on a straight-line basis over the 60 month period.

The Company determined the lease

constitutes a Right of Use (ROU) asset and has recorded the present value of the lease payments as an asset and liability per ASC 842.

The value of the asset will be amortized on a straight-line basis over the 60-month period and amortization began at the start of the

Additionally, the lease agreement waived the first three months of rent with payments commencing July 2021.

At the commencement

of the lease, the net present value of the lease payments was 767,553 In addition to these lease payments, the Company is also responsible

for its shares of common area operating expenses and electricity.

Such expenses are considered variable costs and are not included in

the measurement of the lease liability.

The lease agreement also provides for the option to extend the lease for two additional sixty-month

The lease payments for these additional periods are not included in the lease liability amount presented on the balance sheet.

The following table presents maturities of operating

lease liabilities on an undiscounted basis as of December 31, 2021:

lease liabilities on an undiscounted basis as of March 31, 2022:

Less imputed interest

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Lease liability, long term

The lease term and the discount rate for the lease

at December 31, 2021 is 4.25 years and 0.75 %, respectively.

The total lease payments were $ 78,083 , and $ 0 for the

six months ended December 31, 2021 and 2020, respectively.

The variable costs for common area operating expenses and electricity were

$ 117,972 , and $ 0 for the six months ended December 31, 2021 and 2020, respectively.

Beginning April 1, 2021, the Company began subleasing

a portion of their facility.

The sub-lease provides for base monthly rent of $13,013 through May 31, 2021 and $8,400 starting June

1, 2021 plus common area operating and utility costs.

During the six months ended December 31, 2021 the Company recognized $ 171,900 of

rental income, including reimbursement of common area operating and utility costs.

lease term and the discount rate for the lease at March 31, 2022 is 4.00 years and

0.75 %, respectively.

The total lease payments were $ 117,124 ,

and $ 0 for the nine months ended March 31, 2022 and 2021, respectively.

The variable costs for common area operating expenses and

electricity were $ 173,488 , and $ 0 for the nine months ended March 31, 2022 and 2021, respectively.

April 1, 2021, the Company began subleasing a portion of their facility.

The sub-lease provides for base monthly rent of $13,013

through May 31, 2021 and $8,400 starting June 1, 2021 plus common area operating and utility costs.

During the nine months

ended March 31, 2022 the Company recognized $ 227,590 of rental income, including reimbursement of common area operating and utility

NOTE 6 – WARRANTS TO PURCHASE COMMON

In connection with the Offering, the Company

issued 360,000 warrants to purchase common stock to the Placement Agents.

In connection with the Offering, the Company issued

360,000 warrants to purchase common stock to the Placement Agents.

The warrants carry a term of 5 years and an exercise price of $2.00 .

7 – SUBSEQUENT EVENTS

evaluated subsequent events up to February 14, 2022, the date the financial statements

NOTE 7 – SUBSEQUENT EVENTS

evaluated subsequent events up to May 16, 2022 the date the financial statements were issued.

None were noted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements