Aeluma, Inc. 10-Q

Item 1. Financial Statements Aeluma, Inc. and Subsidiary Consolidated Balance Sheets March 31, 2024 (unaudited) June 30, 2023 Assets Current assets: Cash and cash equivalents $ 1,874,565 $ 5,071,690 Accounts receivable 147,500 189,239 Deferred compensation, current portion 24,029 53,034 Prepaids and other current assets 96,113 19,943 Total current assets 2,142,207 5,333,906 Property and equipment: Equipment 1,526,590 1,209,656 Leasehold improvements 546,864 546,864 Accumulated depreciation ( 509,391 ) ( 300,445 ) Property and equipment, net 1,564,063 1,456,075 Intangible assets 7,583 9,833 Right of use asset - facility 992,157 351,013 Deferred compensation, long term portion 3,085 - Other assets 13,014 13,014 Total assets $ 4,722,109 $ 7,163,841 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 347,236 $ 461,797 Accrued expenses and other current liabilities 172,648 133,092 Lease liability, current portion 126,420 162,210 Total current liabilities 646,304 757,099 Lease liability, long term portion 974,656 296,452 Total liabilities 1,620,960 1,053,551 Commitments and contingencies - - Stockholders’ equity: Preferred stock, $ 0.0001 par value: 10,000,000 authorized, and none issued and outstanding at March 31, 2024 and June 30, 2023 - - Common stock, $ 0.0001 par value: 50,000,000 shares authorized, and 12,178,424 and 12,817,500 shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively 1,218 1,282 Additional paid-in capital 15,735,477 15,171,074 Accumulated deficit ( 12,635,546 ) ( 9,062,066 ) Total stockholders’ equity 3,101,149 6,110,290 Total liabilities and stockholders’ equity $ 4,722,109 $ 7,163,841 The accompanying notes are an integral part of these financial statements 1 Aeluma, Inc. and Subsidiary Consolidated Statements of Operations (unaudited) Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Revenue $ 343,894 $ - $ 639,286 $ - Operating expenses: Cost of revenue 233,585 - 385,491 - Research and development 620,285 719,717 2,106,253 2,323,977 General and administrative 452,792 848,779 1,721,820 1,966,100 Total operating expenses 1,306,662 1,568,496 4,213,564 4,290,077 Loss from operations ( 962,768 ) ( 1,568,496 ) ( 3,574,278 ) ( 4,290,077 ) Other income (expense): Sub-lease rental income and other income (expense) ( 81 ) 107,426 ( 81 ) 217,942 Interest income 198 269 879 744 Total other income, net 117 107,695 798 218,686 Loss before income tax expense ( 962,651 ) ( 1,460,801 ) ( 3,573,480 ) ( 4,071,391 ) Income tax expense - - - - Net loss $ ( 962,651 ) $ ( 1,460,801 ) $ ( 3,573,480 ) $ ( 4,071,391 ) Loss per share - basic and diluted $ ( 0.08 ) $ ( 0.13 ) $ ( 0.29 ) $ ( 0.37 ) Weighted average common shares outstanding - basic and diluted 12,175,195 11,518,154 12,338,041 10,983,045 The accompanying notes are an integral part of these financial statements 2 Aeluma, Inc. and Subsidiary Consolidated Statement of Stockholders’ Equity (unaudited) Three Months Ended March 31, 2024 and 2023 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount capital Deficit Equity Balance, January 1, 2024 12,167,930 $ 1,217 $ 15,543,634 $ ( 11,672,895 ) $ 3,871,956 Stock warrant exercised 10,494 1 ( 1 ) - - Stock-based compensation - - 191,844 - 191,844 Net loss - - - ( 962,651 ) ( 962,651 ) Balance, March 31. 2024 12,178,424 $ 1,218 $ 15,735,477 $ ( 12,635,546 ) $ 3,101,149 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount capital Deficit Equity Balance, January 1, 2023 11,317,002 $ 1,132 $ 10,685,361 $ ( 6,293,074 ) $ 4,393,419 Issuance of common stock, net of offering costs of $ 146,470 930,332 93 2,644,437 - 2,644,530 Stock-based compensation - - 127,102 - 127,102 Net loss - - - ( 1,460,801 ) ( 1,460,801 ) Balance, March 31. 2023 12,247,334 $ 1,225 $ 13,456,900 $ ( 7,753,875 ) $ 5,704,250 Nine months ended March 31, 2024 and 2023 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount capital Deficit Equity Balance, July 1, 2023 12,817,500 $ 1,282 $ 15,171,074 $ ( 9,062,066 ) $ 6,110,290 Repurchase of common stock ( 649,570 ) ( 65 ) ( 3,936 ) - ( 4,001 ) Stock warrant exercised 10,494 1 ( 1 ) - - Stock-based compensation - - 568,340 - 568,340 Net loss - - - ( 3,573,480 ) ( 3,573,480 ) Balance, March 31. 2024 12,178,424 $ 1,218 $ 15,735,477 $ ( 12,635,546 ) $ 3,101,149 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount capital Deficit Equity Balance, July 1, 2022 10,650,002 $ 1,066 $ 8,781,361 $ ( 3,682,484 ) $ 5,099,943 Issuance of common stock, net of offering costs of $ 270,855 1,447,332 144 4,071,001 - 4,071,145 Issuance of common stock for services 150,000 15 299,985 - 300,000 Stock-based compensation - - 304,553 - 304,553 Net loss - - - ( 4,071,391 ) ( 4,071,391 ) Balance, March 31. 2023 12,247,334 $ 1,225 $ 13,456,900 $ ( 7,753,875 ) $ 5,704,250 The accompanying notes are an integral part of these financial statements 3 Aeluma, Inc. and Subsidiary Consolidated Statements of Cash Flows (unaudited) Nine Months Ended March 31, 2024 2023 Operating activities: Net loss $ ( 3,573,480 ) $ ( 4,071,391 ) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of shares for services - 300,000 Amortization of deferred compensation 25,920 405,302 Stock-based compensation expense 568,340 304,553 Depreciation and amortization expense 211,196 147,738 Change in accounts receivable 41,739 - Change in prepaids and other current assets ( 76,170 ) ( 171,698 ) Change in accounts payable ( 114,561 ) 343,548 Change in accrued expenses and other current liabilities 40,826 42,915 Net cash used in operating activities ( 2,876,190 ) ( 2,699,033 ) Investing activities: Purchase of equipment ( 316,934 ) ( 178,382 ) Payment for leasehold improvements - ( 77,197 ) Net cash used in investing activities ( 316,934 ) ( 255,579 ) Financing activities: Repurchase of common stock ( 4,001 ) - Proceeds from Private Placement, net of offering costs - 4,071,145 Net cash (used in) provided by financing activities ( 4,001 ) 4,071,145 Net change in cash ( 3,197,125 ) 1,116,533 Cash, beginning of period 5,071,690 3,740,722 Cash, end of period $ 1,874,565 $ 4,857,255 The accompanying notes are an integral part of these financial statements 4 Aeluma, Inc. and Subsidiary Notes to Consolidated Financial Statements (unaudited) Note 1 – The Company Aeluma, Inc., headquartered in Goleta, California, is engaged in the research and development of infrared (IR) optical sensors to disrupt the market for IR sensors, and using its proprietary technology aims to produce a much higher performance alternative to today’s low-cost sensors at much lower prices than would otherwise be possible. The focus of Aeluma, Inc. (“the Company”) will be the image sensor market. Initial efforts hope to penetrate the 3D imaging 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. 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, the Company acquired the business of Biond Photonics and continued the existing business operations of Biond Photonics as a public reporting company under the name Aeluma, Inc. Going Concern The Company incurred a net loss of $ 3,573,480 and $ 4,071,391 for the nine months ended March 31, 2024 and 2023, respectively, and has accumulated deficit of $ 12,635,546 at March 31, 2024. In addition, the Company is in the research and development stage and has generated limited 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 raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been presented in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for the Company’s integrity and objectivity. This Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. The accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by GAAP. The interim financial data are unaudited; however, in the opinion of Aeluma, Inc., the interim data include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year. 5 Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported consolidated financial statements. Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. Concentration of Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company’s accounts are insured by the FDIC but at times may exceed federally insured limits. Fair Value of Financial Instruments As defined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 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. In determining fair value, the Company uses the market or income approach. Based on this approach, the Company utilizes certain assumptions about the risk inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and the reliability of the information used to determine fair values. As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. Level 1 – Unadjusted quoted prices in active, accessible market for identical assets or liabilities Level 2 – Other inputs that are directly or indirectly observable in the marketplace Level 3 – Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying values of the Company’s cash, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the relatively short maturity of these items. 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. Leasehold improvements are amortized over the less of the remaining lease term or the estimated useful lie of the improvements. Repairs and maintenance to these assets are charged to expenses as incurred; 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. 6 Intangible Assets Intangible assets are associated with the Aeluma.com domain name and are amortized on a straight-line basis over 10 years. Revenue Recognition The Company follows a five-step approach for recognizing revenue, consisting of the following: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expenses. The Company does not have any significant financing components associated with its revenue contracts, as payment is received within one year. ● Product sales: Revenue is currently generated from multiple customers for small-volume orders ● Government contracts: Revenue is principally generated under research and development contracts with agencies of the U.S. government or with prime contractors. These contracts may include cost reimbursement and fixed firm price terms. During the second quarter of 2024, the Company was awarded two government contracts of $ 477,069 for providing services and delivering materials. During the third quarter of 2024, the Company was awarded two government contracts of $ 494,781 for providing services and delivering materials. The awards are firm fixed contracts that shall be paid upon completion of performance and recognized as revenue for next 12 months. For the three months ended March 31, 2024, the Company recognized its revenue of $ 343,894 from government contracts. For the nine months ended March 31, 2024, the company recognized its revenue of $ 639,286 , of which $ 32,400 was from product sales for sampling purchases and $ 606,886 was from government contracts. As of March 31, 2024, the aggregate amount to remaining performance obligations for the government contracts was $ 586,350 . Loss Per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of stock warrants and stock options, are not reflected in diluted loss per share because such shares are anti–dilutive. Dilutive impact of potential common shares resulting from common stock equivalents is determined by applying the treasury stock method. Stock-Based Compensation The Company accounts for stock-based compensation arrangements in accordance with guidance issued by the FASB, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, consultants, and directors based on estimated fair values. 7 The Company estimates the fair value of stock-based compensation awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company estimates the fair value of stock-based compensation awards using the Black-Scholes model. This model requires the Company to estimate the expected volatility and value of its common stock and the expected term of the stock options, all of which are highly complex and subjective variables. For employees and directors, the expected life was calculated based on the simplified method as described by the SEC Staff Accounting Bulletin No. 110, Share-Based Payment. For other service providers, the expected life was calculated using the contractual term of the award. The Company’s estimate of expected volatility was based on the volatility of peers. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the options. The Company accounts for forfeitures upon occurrence. Income Taxes The Company is expected to have net operating loss carryforwards that it can use to offset a certain amount of taxable income in the future. The Company is currently analyzing the amount of loss carryforwards that will be available to reduce future taxable income. The resulting deferred tax assets will be offset by a valuation allowance due to the uncertainty of its realization. The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before income taxes relates to the recognition of a valuation allowance for deferred income tax assets. The Company has adopted FASB ASC 740-10, “ Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not as a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a Company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $ 0 for the 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 will file tax returns in the U.S. federal jurisdiction and the state of California. The Company’s federal and state return forms are subject to review by the taxing authorities. The Company is not currently under examination by any taxing authority, nor has it been notified of an impending examination. Recent Accounting Pronouncements The Company has evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to the Company. Note 3 – Stockholders’ Equity Authorized Shares The Company’s Articles of Incorporation 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. No preferred shares were issued as of March 31, 2024. 8 On December 12, 2022, the Company sold an aggregate of 517,000 shares of common stock in a private placement offering (the “Offering”) at a price of $ 3.00 per share, with gross proceeds of $ 1,551,000 (before deducting placement agent fees and expenses of $ 124,385 ). On January 10, 2023, the Company held a second closing for an additional 214,667 shares of common stock, with gross proceeds of $ 644,000 (before deducting placement agent fees and expenses of $ 28,640 ). On March 31, 2023, the Company held a third closing for an additional 715,665 shares of common stock, with gross proceeds of $ 2,147,000 (before deducting placement agent fees and expenses of $ 117,830 ). On May 10, 2023, the Company held a fourth and final close for additional 570,166 shares of its common, with gross proceeds of $ 1,710,500 (before deducting placement agent fees and expenses of $ 140,160 ). Accordingly, the Company sold a total of 2,017,498 shares of common stock with a total gross proceeds of $ 6,052,500 (before deducting total placement agent fees and expenses of $ 411,015 ) in this private placement. 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. Issued and Vested Shares to Officers On October 27, 2020, the Company issued 1,623,920 shares of common stock to Jonathan Klamkin, Director and Chief Executive Officer, and 1,623,920 shares of common stock to Lee McCarthy, Director, interim Chief Financial Officer and Chief Operations Officer, for an aggregate sum of $ 10,000 each. Initially 20 % or 324,784 shares vested on October 27, 2020, and the remaining 1,299,136 shares vest in equal amounts, monthly over the subsequent 4 years. The stock purchase agreement contains a repurchase option whereby unvested shares may be repurchased by the Company, at the Company’s option. At March 31, 2024, Jonathan Klamkin had 1,434,463 vested shares and 189,457 unvested shares, and Lee McCarthy had 974,350 vested shares. On November 17, 2022, Lee McCarthy left the Company and, on September 10, 2023, the Company exercised its option to purchase 649,570 unvested restricted shares Lee McCarthy held for a total consideration of $ 4,001 , the initial purchase price of these shares. Registration Rights Agreement The Company entered into a registration rights agreement that provides for certain liquidated damages upon the occurrence of a “Registration Event,” which is defined as the occurrence of any of the following events: (a) the Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date; (b) the Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Date; (c) after the SEC Effective Date, the Registration Statement ceases for any reason to remain effective or the Holders of Registrable Securities covered thereby are otherwise not permitted to utilize the prospectus therein to resell the Registrable Securities covered thereby, except for Blackout Periods permitted herein; or (d) following the listing or inclusion for quotation on an Approved Market, the Registrable Securities, if issued and outstanding, are not listed or included for quotation on an Approved Market, or trading 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 agreement. 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; therefore, no liability has been recorded. Note 4 – Stock-Based Compensation Restricted Stock Awards In June 2021, the Company sold 723,008 shares of common stock to certain individuals in exchange for future management advisory services, for discounted prices price ranging from $ .0104 to $ .0195 per share. The shares are subject to restrictions that allow for repurchase of the shares by the Company due to a termination of the service agreement or other certain provisions. This repurchase right declines on a pro-rata basis over vesting periods (corresponding to the service period) ranging from 2 - 4 years. Related to these issuances, the Company has recorded deferred compensation of $ 1,372,435 for the value of the shares in excess of the purchase price paid by the advisors. The deferred compensation was expensed as consulting expense in the consolidated statements of operation over the service period. In March 2022, the Company signed an agreement to issue 150,000 shares of common stock valued at $ 300,000 to a consultant for providing consulting services to the Company for eighteen months. Related to these issuances, the Company has recorded deferred compensation of $ 300,000 which was expensed as consulting expense in the consolidated statements of operation over the eighteen months. 9 For the three months ended March 31, 2024 and 2023, $ 6,981 and $ 213,347 , respectively, have been amortized in the consolidated statements of operations, and, for the nine months ended March 31, 2024 and 2023, $ 25,919 and $ 705,302 , respectively, have been amortized in the consolidated statements of operations. At March 31, 2024, $ 27,114 of deferred compensation included in the balance sheets is expected to be expensed in next two years. The following is a schedule summarizing restricted stock awards for the periods indicated: March 31, 2024 Three Months Ended Nine Months Ended Number of Shares Weighted Average Grant Date Fair Value per Price Number of Shares Weighted Average Grant Date Fair Value per Price Beginning balance 17,944 $ 1.90 75,293 $ 1.97 Issued - - - - Vested ( 3,674 ) 1.90 ( 61,023 ) 1.98 Forfeited - - - - Ending balance 14,270 $ 1.90 14,270 $ 1.90 March 31, 2023 Three Months Ended Nine Months Ended Number of Shares Weighted Average Grant Date Fair Value per Price Number of Shares Weighted Average Grant Date Fair Value per Price Beginning balance 296,022 $ 1.95 344,426 $ 1.90 Issued - - 150,000 2.00 Vested ( 124,202 ) 1.93 ( 322,606 ) 1.92 Forfeited - - - - Ending balance 171,820 $ 1.95 171,820 $ 1.95 Stock Options During the three months ended December 31, 2022, the Company issued 161,000 options to purchase common stock to employees. The options have an exercise price of $ 2.00 or $ 2.10 and expire in 10 years with various vesting schedules from nine months to 48 months, subject to the continued status as an employee to the Company through each vesting date. During the three months ended June 30, 2023, the Company issued 163,000 options to purchase common stock to a consultant and employees. The options expire in 10 years and have an exercise price of $ 2.60 with immediate vesting or $ 3.00 with a vesting schedule of 48 months. Stock options granted to employees are subject to the continued status as an employee to the Company through each vesting date. During the three months ended September 30, 2023, the Company issued 6,500 options to purchase common stock to consultants. The options expire in 10 years and have an exercise price that range from $ 2.90 to $ 3.90 with immediate vesting. During the three months ended December 31, 2023, the Company issued 7,000 options to purchase common stock to a consultant. The options expire in 10 years and have an exercise price that ranges from $ 2.50 to $ 3.43 with immediate vesting. During the three months ended March 31, 2024, the Company issued 6,500 options to purchase common stock to consultants. The options expire in 10 years and have an exercise price that range from $ 2.99 to $ 3.50 with immediate vesting. During the three months ended March 31, 2024, the Company issued 100,821 options to purchase common stock to board of directors. The options expire 10 year and vest in nine months with an exercise price of $ 2.99 . 10 The 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 the period presented: Nine months Ended December 31, 2023 Weighted-average fair value $ 2.52 Expected volatility 104.9 % – 113.9 % Expected term 5.0 years – 6.2 years Dividend yield 0.00 % Risk-free interest rate 3.94 % – 4.92 % For the three months ended March 31, 2024 and 2023, stock-based compensation expenses for options granted were $ 191,844 and $ 127,102 , respectively. For the nine months ended March 31, 2024 and 2023, stock-based compensation expenses for options granted were $ 568,340 and $ 304,553 , respectively. Unrecognized stock-based compensation expense was $ 1,020,853 and average expected recognition period was 1.2 years as of March 31, 2024. The following is a schedule summarizing stock option activities for the periods presented: Three Months Ended Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (1) Outstanding at January 1, 2024 961,125 $ 2.35 $ 566,485 Granted 107,321 $ 3.00 Exercised - - Expired/forfeited ( 114,625 ) $ 2.10 Outstanding at March 31, 2024 953,821 $ 2.45 $ 529,443 Exercisable at March 31, 2024 440,022 $ 2.28 $ 320,357 Outstanding at January 1, 2023 858,750 $ 2.01 $ 846,250 Granted 147,250 3.00 Exercised - - Expired/forfeited - - Outstanding at March 31, 2023 1,006,000 $ 2.16 $ 1,449,850 Exercisable at March 31, 2023 307,375 $ 2.02 $ 486,613 (1) Represents the excess of the fair value on the last day of period (which was $ 3.00 and $ 3.60 as of March 31, 2024 and 2023, respectively) over the exercise price, multiplied by the number of options. Nine months Ended Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (1) Outstanding at July 1, 2023 1,034,000 $ 2.31 $ 639,775 Granted 120,821 $ 3.01 Exercised - - Expired/forfeited ( 201,000 ) $ 2.08 Outstanding at March 31, 2024 953,821 $ 2.45 $ 529,443 Exercisable at March 31, 2024 440,022 $ 2.28 $ 320,357 Outstanding at July 1, 2022 817,500 $ 2.00 $ - Granted 308,250 2.41 Exercised - - Expired/forfeited ( 120,000 ) 2.00 Outstanding at March 31, 2023 1,006,000 $ 2.16 $ 1,449,850 Exercisable at March 31, 2023 307,375 $ 2.02 $ 486,613 (1) Represents the excess of the fair value on the last day of period (which was $ 3.00 and $ 3.60 as of March 31, 2024 and 2023, respectively) over the exercise price, multiplied by the number of options. 11 Note 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 . 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 lease agreement waived the first three months of rent with payments commencing July 1, 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 periods. On July 1, 2023, one of the two options to extend was considered reasonably certain of exercise and the Company remeasured the ROU asset and lease liability. The Company recorded the net present value of $ 1,189,606 for both the ROU asset and lease liability on July 1, 2023. The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2024: For the year ending June 30, Remainder of 2024 $ 42,043 2025 169,224 2026 173,454 2027 177,791 2028 182,235 Thereafter 524,526 Total 1,269,273 Less imputed interest ( 168,197 ) Total lease liability 1,101,076 Less: lease liability, current portion 126,420 Lease liability, long term portion $ 974,656 The lease term and the discount rate for the lease at March 31, 2024 is 7.0 years and 4.00 %, respectively. The total lease expenses were $ 31,398 and $ 24,360 for the three months ended March 31, 2024 and 2023, respectively, and $ 125,656 and $ 97,078 for the nine months ended March 31, 2024 and 2023, respectively. The variable costs for common area operating expenses and electricity were $ 42,821 , and $ 54,643 for the three months ended March 31, 2024 and 2023, respectively and $ 194,667 and $ 228,454 for the nine months ended March 31, 2024 and 2023. In April 1, 2021, the Company subleased a portion of their facility. The sub-lease provided 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. The sublease was amended again on May 17, 2022 to sublease a smaller portion of the property at a base rental rate of $ 5,200 per month effective June 1, 2022. The Company recognized sub-lease income of $ 23,405 and $ 128,921 , including reimbursement of common area operating and utility costs, for the three and nine months ended March 31, 2023. The sub-lease ended in March 2023. Note 6 – Warrants to Purchase Common Stock In connection with the Offering held from December 2022 through May 2023, the Company issued warrants of 85,653 to purchase common stock to the Placement Agents. The warrants carry a term of 5 years and an exercise price of $ 3.00 . The following warrants to purchase common stock were outstanding as of March 31, 2024: Number of Shares Exercise Price Expiration Date 286,672 $ 2.00 June 22, 2026 37,433 2.00 June 28, 2026 11,500 2.00 July 1, 2026 29,067 3.00 December 22, 2027 4,933 3.00 January 10, 2028 6,720 3.00 March 31, 2028 44,933 3.00 May 10, 2028 421,258 12