What changed in this filing

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Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-25 · 197 added, 214 removed, 553 unchanged (43% of the section changed)

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Changes in internal control over financial

There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

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Executive Officers and Directors

At the closing of the Merger, Messrs.

McCarthy and DenBaars were appointed to our board of directors, and Mr.

Ian Jacobs and Mr.

Mark Tompkins resigned from our board of directors.

Our executive management team was also reconstituted immediately following the closing by the appointment of Mr.

Klamkin as our Chief

Executive Officer and Mr.

McCarthy as our interim Chief Financial Officer and Chief Operating Officer, and the resignation of Mr.

from all positions with us.

McCarthy resigned from his position as interim Chief Financial Officer on August 18, 2021.

As per our amended and restated bylaws, our board

of directors is divided into three classes of directors.

At each annual meeting of stockholders, a class of directors will be elected

for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the

third annual meeting following their election or until their earlier death, resignation or removal.

The Class I directors consist of Mr.

Paglia, whose term expired at our first annual meeting of stockholders following the Merger and both of whom were re-appointed

at such meeting.

The Class II director is Ms.

Mehta and her term

will expire at our second annual meeting of stockholders following the Merger.

The Class III director is Mr.

Klamkin and his

term will expire at our third annual meeting of stockholders following the Merger.

The Board of Directors currently consists of four

As per our amended and restated bylaws, our board of directors is divided into three classes of directors.

At each annual meeting

of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring, to serve

from the time of election and qualification until the third annual meeting following their election or until their earlier death, resignation

The division of our Board of Directors into three

classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

See the section of this

Report captioned “Description of Securities-Anti-Takeover Provisions” for a discussion of these and other anti-takeover provisions

found in our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately

the closing of the Merger.

See Exhibit 4.3 -

“Description of Securities-Anti-Takeover Provisions” for a discussion of these and other anti-takeover provisions found in

our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately the closing

of the Merger.

A majority of the authorized number of directors

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of the Board of Directors individually or collectively consent in writing to the action.

On November 15, 2021, we accepted the resignation of Mr.

McCarthy as one of our directors, which was effective December 1, 2021;

informed us that he wanted to resign from his position as a member of the Board of Directors to permit the appointment of an independent

director to our three-person Board and not as a result from any disagreement regarding any matter related to the Company’s operations,

policies or practices.

On November 15, 2021, the Board also approved

the appointment of Ms.

Palvi Mehta to fill the vacancy created by Mr.

McCarthy’s resignation for the remainder of his term, and

her independent director agreement, which sets her compensation and establishes other terms and conditions governing her service on the

Mehta served as an independent director as of December 1, 2021.

On December 1, 2021, we appointed Mr.

to the board of directors.

On November 8, 2022, Lee McCarthy provided notice

of his resignation as our Chief Operating Officer effective November 17, 2022.

McCarthy’s decision to resign was not the

result of any disagreements with the Company on any matter related to the operations, policies, or practices of the Company.

Our prior Class II director, Ms.

Mehta did not

stand for re-election at our 2023 Annual Shareholder Meeting;

our Board nominated and our shareholders elected Mr.

Craig Ensley to be

the Class II director, to serve until the 2026 annual meeting or until his earlier death, resignation or removal.

The following table provides information regarding

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Non-Employee Directors

Re-elected at the 2022 annual shareholder meeting.

Background of Officers and Directors

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as well as his engineering knowledge.

Palvi Mehta serves as one of our

Mehta is an operating partner and CFO for Pioneer Square Labs (PSL), a start-up studio and venture fund with $200M in assets

under management.

She provides financial and operational oversight, supports the investment process, and assists portfolio companies with

financial, operating and scaling strategies.

Palvi joined PSL after two decades in senior financial roles in the wireless, manufacturing,

networking, and security industry.

Prior to PSL, she was the CFO of three venture-backed startups.

She was most recently the CFO at ExtraHop

A veteran of the tech startup community, Ms.

Mehta has also been the CFO of NewPath Networks, and RadioFrame Networks.

her career, she has raised hundreds of millions of dollars across both the equity and debt markets and has successfully completed multiple

She began her career as a CPA and an auditor at Ernst & Young.

Palvi received the 2018 Executive Excellence Award from Seattle

Business Magazine.

In addition, she was selected by the Puget Sound Business Journal as the 2016 CFO of the Year for mid-size companies.

Mehta graduated Summa Cum Laude from the University of California, Berkeley with a B.S.

in business, with an emphasis in finance and

Palvi is a strong supporter of women in tech and is passionate about providing the opportunity for CS education to women and

underrepresented minorities.

She is a board member of Code.org.

We believe she qualifies as one of our directors because of her leadership

and entrepreneurial experience and knowledge.

Ensley serves as one of our directors and chairs compensation committee.

Craig Ensley has built and led global semiconductor businesses

in Analog & DSP, MEMS & Sensors, Communications (RF/Wireless, Optical, and Wired), and Consumer.

Most recently he has

been the CEO or President of three venture-backed companies which he repositioned to drive growth, create first profitability, and

deliver superior shareholder returns.

Previously, he served as SVP of a public firm where he helped lead a successful $1 billion

turnaround & restructuring.

Prior, he was an executive helping build two businesses from pre-revenue to $300-400 million

Ensley serves as a Board Director of Mentium Technologies, which delivers mission-critical Artificial Intelligence

(AI) capabilities to Edge Devices.

He also serves on the Governing Council (aka Board of Directors) of the MEMS & Sensors Industry

Group, the WW supplier ecosystem.

He is an active investor with the Santa Barbara Angel Investor Alliance and an advisor at the Silicon

Catalyst incubator.

Previously, Mr.

Ensley was CEO of Atomica (formerly IMT), where he and the team grew it to become the largest

MEMS & Sensor manufacturing foundry in the U.S.

Prior to Atomica, he was CEO of DisplayLink, creating an enterprise video

networking firm with global leadership.

He was President of Peregrine, which built high-volume RF & Wireless devices leading

the world’s transitions to 3G & 4G wireless.

Peregrine invented high volume SOI (Silicon on Insulator) process technology,

and took over markets previously served by GaAs.

Ensley’s earlier roles were leading strategy, development, and marketing.

As SVP, he was on the team to restructure Cirrus Logic from massive losses to profitability and growth.

He previously helped start Crystal

Semiconductor, which became the world’s highest growth analog & mixed signal DSP company.

At Rockwell International, Mr.

started and built the communications semiconductor business, which subsequently spun out as 3 public companies:

Conexant, Mindspeed, and

He served on the Boards of Directors of the Consumer Electronics Association Home Networking Division and Audio Division, and the

KLRU Austin PBS Television Station.

Ensley holds a Master of Business Administration from Stanford University.

He also holds

a Bachelor of Science in Applied Physics and a Bachelor of Arts in Economics, both from the University of California at San Diego.

Ensley qualifies as our director because of his entrepreneurial and start-up experience, as well as his engineering knowledge.

John Paglia serves as one of our

directors and chairs our audit committee.

Paglia is also an independent board director and audit committee chair for Simulations Plus,

SLP), an advisor to a number of venture capital funds and startup companies;

and sits on Pepperdine’s Most Fundable

Companies Council.

At Pepperdine University’s Graziadio Business School, he is a tenured Professor of Finance where his specialty

areas are venture capital, private equity, corporate finance, business valuations, and mergers and acquisitions.

In addition, he held

a number of leadership positions at Pepperdine University since joining the faculty in 2000, most recently as Senior Associate Dean where

he had oversight for all of the business school faculty and key strategic projects, and, prior to that, as executive director of Graziadio

Business School’s entrepreneurship institute.

Paglia is an independent board director and audit committee chair for Simulations Plus, Inc.

SLP), independent

board director and audit committee chair for Cal-X Business Accelerator, Inc.

(with 30+ regenerative health technology startups),

board director for two not-for-profits (California Amateur Hockey Association and Santa Clarita Flyers Hockey Club), and an advisory

board member for both VitaNav, Inc.

(a ketone-based beverage company) and The Most Fundable Companies Council.

At Pepperdine University’s

Graziadio Business School, he is a tenured Professor of Finance where his specialty areas are venture capital, private equity, corporate

finance, business valuations, and mergers and acquisitions (M&A).

In addition, he held a number of leadership positions at Pepperdine

University since joining in 2000, most recently as Senior Associate Dean where he had oversight for over 100 full-time business school

faculty and key strategic projects, and, prior to that, as executive director of Graziadio Business School’s entrepreneurship institute.

Paglia holds a Ph.D.

in Finance, an MBA, a B.S.

in Finance, and is a Certified

Public Accountant, Chartered Financial Analyst, and is NACD Directorship Certified™.

Paglia is a recipient of several prestigious

honors for his work on the financing and capital markets.

We believe his knowledge of technical accounting issues and business experience

qualify him as an expert in financial matters and as a qualified candidate for the Board.

in Finance, and is a Certified Public Accountant, Chartered Financial Analyst,

and is NACD Directorship Certified™.

Paglia is a recipient of several prestigious honors for his work on the financing

and capital markets.

We believe his knowledge of technical accounting issues and business experience qualify him as an expert in

financial matters and as a qualified candidate for the Board.

Corporate Social Responsibility

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relating to an alleged violation of:

(i) Any Federal or State

securities or commodities law or regulation;

(i) Any Federal or

State securities or commodities law or regulation;

(ii) Any law or regulation

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one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with

Our Board of Directors has determined that Ms.

Mehta and Mr.

Paglia shall be considered independent directors in accordance with the definition of independence applied by the NASDAQ

Stock Market.

Our Board of Directors has determined that Mr.

Paglia shall be considered independent directors in accordance with the definition of independence applied by the NASDAQ Stock Market.

Although it is not required, we established three

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time as per the applicable exchange’s rules.

Audit committee.

Under the national exchange

listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must

be independent, subject to certain phase-in provisions.

At this time, Ms.

Mehta and Mr.

Paglia are the only directors who meet

the independent director standard under national exchange listing standards and under Rule 10-A-3(b)(1) of the Exchange Act;

DenBaars also serves on the Audit committee, although he is not considered “independent”.

selected to serve as chairman of our audit committee.

Each member of the audit committee is financially literate and our Board

has determined that Ms.

Mehta qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Under the national exchange listing standards and applicable SEC rules, we are required to have at least three members

of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

At this time, Mr.

Paglia are the only directors who meet the independent director standard under national exchange listing standards and under

Rule 10-A-3(b)(1) of the Exchange Act;

DenBaars also serves on the Audit committee, although he is not considered

“independent”.

Paglia was selected to serve as chairman of our audit committee.

Each member of the audit

committee is financially literate and our Board has determined that Mr.

Paglia qualifies as an “audit committee financial expert”

as defined in applicable SEC rules.

We adopted an audit committee charter, which

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The compensation

committee consists of Ms.

Mehta (Chair), Mr.

committee consists of Mr.

Ensley (Chair), Mr.

Paglia and Mr.

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phase-in provisions.

Mehta and Mr.

Ensley and Mr.

Paglia meet the independent director standard under national exchange listing standards

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nominating and governance committee consists of Mr.

DenBaars (Chair), Ms.

Mehta and Mr.

DenBaars (Chair), Mr.

Ensley and Mr.

We adopted a nominating and

governance committee charter, which details the purpose and responsibilities of the nominating and governance committee, including:

the Board by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees

for the next annual meeting of stockholders;

the Board in its annual review of its performance;

to the board director nominees for each committee of the Board;

and recommend to the Board corporate governance guidelines applicable to us.

assist the Board by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of stockholders;

lead the Board in its annual review of its performance;

recommend to the board director nominees for each committee of the Board;

develop and recommend to the Board corporate governance guidelines applicable to us.

Meetings of the Board of Directors

During the year ended June 30, 2024, Board meetings

were held on September 22, 2022, December 1.

were held on September 20, 2023, November 3.

2023, February 9, 2024 and May 9, 2024.The Board also transacted business by unanimous written

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We intend to secure directors’ and officers’ liability insurance following the

completion of this offering.

completion of the Offering.

Insofar as indemnification for liabilities arising

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a copay of which is attached herein as Exhibit 14.1, that applies to all of directors and employees, pursuant to rules described in Regulation

The code provides fundamental ethical principles to which these individuals are expected to

adhere to and will operate as a tool to help our directors, officers and employees understand the high ethical standards required for

employment by, or association with, our Company.

This Code constitutes a “code of ethics” as defined by the rules of

You can review the Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov .

the code can be also obtained from our website, www.aeluma.com.

Any amendments to, or waivers from, a provision of our code of ethics

that applies to any of our executive officers will be posted on our website in accordance with the rules of the SEC.

The code provides fundamental ethical principles to which these individuals are expected to adhere to and will operate as a tool

to help our directors, officers and employees understand the high ethical standards required for employment by, or association with, our

This Code constitutes a “code of ethics” as defined by the rules of the SEC.

You can review the Code of Ethics by

accessing our public filings at the SEC’s web site at www.sec.gov .

Copies of the code can be also obtained from our website,

www.aeluma.com.

Any amendments to, or waivers from, a provision of our code of ethics that applies to any of our executive officers will

be posted on our website in accordance with the rules of the SEC.

Shareholder Board Nominations

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Operations Officer (COO):

and principal position

$ 259,660 (2)

CFO and Director

CFO, COO, Director(3)

Name and principal position

Jonathan Klamkin

CEO, CFO and Director

Lee McCarthy,

Interim CFO, COO, Director(3)

The Board of Directors approved an annual base compensation of $230,000 for Mr.

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he also served as a director from the Merger until November 2021.

McCarthy received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

However, he received five (5) months of his annual salary in the fiscal year ending June 30, 2023.

Employment and Change in Control Agreements

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The following table presents information regarding

certain outstanding shares held by each of our named executive officers as of June 30, 2023.

certain outstanding shares held by each of our named executive officer as of June 30, 2024.

These shares were converted into shares of

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been granted by us.

None of our named executive officers held any outstanding options, restricted stock unit or other equity awards

as of that date.

Outstanding Equity Awards at June 30, 2024

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Jonathan Klamkin

$ 1,255,831 (2)

On November 30, 2022, we granted to Mr.

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These amounts have been calculated in accordance with FASB Accounting Standards Codification Topic 718.

On February 10, 2023, we granted Ms.

Mehta and Mr.

Paglia stock options to purchase 15,500 and 16,750 shares, respectively, of our common stock at a price of $3.00.

The shares will vest in equal quarterly installments over one year, subject to continued service as of each such vesting date.

Pursuant to Ms.

Mehta and Mr.

Paglia’s appointment as directors, we entered into an independent director agreement with each of them, pursuant to which we issued each of them 125,000 stock options at a price of $2.00 per share and provided each with standard indemnification.

The terms of the option grants are the same for Ms.

Mehta and Mr.

On March 1, 2024, we granted Mr.

DenBaars, Mr.

Ensley and Mr.

Paglia stock options to purchase 43,279 shares, 44,004 shares and 13,538 shares, respectively, of our common stock at a price of $2.99.

One quarter of the shares vested immediately and the remaining shares vest quarterly over nine months, subject to continued service as of each such vesting date.

entered into an independent director agreement with Mr.

Ensley, pursuant to which we issued him 29,014 stock options at a price of $2.99

per share and provided him with standard indemnification.

The terms of the option grants are as follows:

6,514 of the stock options shall

vest on February 29, 2024, 7,500 stock options vested on May 31, 2024, 7,500 vested on August 31, 2024 and 7,500 shall vest on November

Ensley resigns or is otherwise terminated, any unvested options will be immediately cancelled and he will have 90 days

to exercise any earned, vested options.

For each year of committee service, Mr.

Ensley will receive an additional 15,500 options with

vesting in equal quarterly increments.

The agreement became effective as of December 14, 2023, and committee service commenced on February

As of June 30, 2024, 20,902 options have vested for Mr.

Ensley pursuant to his independent director agreement.

We entered into an independent director agreement with Mr.

Paglia, pursuant to which we issued him 125,000 stock options at a price of $2.00 per share and provided him with standard indemnification.

The terms of the option grants are as follows:

50,000 of the stock options shall vest in equal quarterly increments during the first year of directorship;

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if the director is not re-elected, any unvested options are cancelled.

For each year of committee service, Ms.

Mehta will receive an additional 15,500 options with vesting in equal quarterly increments, and Mr.

For each year of committee service, Mr.

Paglia will receive an additional 16,750 options with vesting in equal quarterly increments.

Both agreements became effective as of December 1, 2021, and committee service commenced on February 10, 2022.

As of June 30, 2023, 89,417 options have vested for Ms.

Mehta, and 101,083 options have vested for Mr.

Paglia, pursuant to their independent director agreements.

The agreement became effective as of December 1, 2021, and committee service commenced on February 10, 2022.

As of June 30, 2024, 154,912 options have vested for Mr.

Paglia pursuant to his independent director agreement.

Pension, Retirement or Similar Benefit Plans

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stock options, at the discretion of the board of directors or a committee thereof.

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth certain information with respect to the beneficial ownership of our common stock as of September

20, 2023, by:

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth certain information

with respect to the beneficial ownership of our common stock as of the date hereof, by:

of our named executive officers;

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community property laws.

The percentage of shares beneficially owned is computed on the basis

of 12,167,930 shares of common stock outstanding as of September 20, 2023.

Shares of common stock that a person has the right to acquire

within 60 days of September 20, 2023 are deemed outstanding for purposes of computing the percentage ownership of the person holding

such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect

to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated, the address of each beneficial

owner in the table below is c/o Aeluma, 27 Castilian Drive, Goleta, California 93117.

The percentage of shares beneficially owned is

computed on the basis of 12,178,424 shares of common stock outstanding as of September 25, 2024.

Shares of common stock that a person

has the right to acquire within 60 days of September 25, 2024 are deemed outstanding for purposes of computing the percentage ownership

of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person,

except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated, the address

of each beneficial owner in the table below is c/o Aeluma, 27 Castilian Drive, Goleta, California 93117.

Directors and Named Executive Officers

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DenBaars, Director

Palvi Mehta, Director

Craig Ensley, Director

John Paglia, Director

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Mark Tompkins

(1) Represents

1,626,995 shares held by Mr.

Klamkin, 18,750 shares that vested pursuant to his stock options agreement through the date hereof.

Represents 101,375 shares that vested pursuant to Ms.

Mehta’s stock options and director agreement through the date hereof, and 3,875 shares that shall vest within the next 60 days pursuant to the terms of her stock options per director agreement.

Less than 1%.

(1) Represents 1,626,995 shares held by Mr.

Paglia, 113,250 shares that vested pursuant to his stock options and director agreement through the date hereof, and 4,187 shares that shall vest within the next 60 days pursuant to the terms of her stock options per director agreement.

Includes 2,275,000 shares Mr.

Tompkins retains from his ownership before the Merger and 357,500 shares he purchased in the Offering for $715,000.

Tompkins served as our director since inception;

he resigned on the effective date of the Merger.

Assumes a buyback of 649,570 unvested shares following Mr.

McCarthy’s resignation for an aggregate purchase price of $4,001.

Klamkin and 43,750

shares that vested pursuant to his stock options agreement through the date hereof.

(2) Represents 410,088 shares held by Mr.

DenBaars and 32,090

that vested pursuant to Mr DenBaars’s stock options and director agreement through the date hereof.

(3) Represents 16,667 shares held by Mr.

Ensley and 32,629 that

vested pursuant to Mr Ensley’s stock options and director agreement through the date hereof.

Represents 12,500 shares held by Mr.

Paglia, 168,475 shares that vested pursuant to his stock options and director agreement through the date hereof.

Securities Authorized for Issuance under Equity

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of outstanding

exercise price of

available for

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The number of shares reserved for issuance under our 2021 Plan (as defined below) was initially 980,000;

such amount will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to the lesser of 5% of

the total number of outstanding shares of our common stock as of the immediately preceding December 31, or a number as may be determined

by our board of directors.

On January 1, 2022 and 2023, the number of shares reserved for issuance was increased by 532,500 shares and

565,850 shares, respectively.

such amount will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately preceding December 31, or a number as may be determined by our board of directors.

On January 1, 2023 and 2024, the number of shares reserved for issuance was increased by 565,850 shares and 608,396 shares, respectively.

As of June 30, 2024, the number of shares available for future issuance under our 2021 Plan was 1,732,925.

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would be considered a “promoter.” Mr.

Tompkins received 4,750,000 shares of the Company’s common stock at the time it

was incorporated.

Immediately prior to the Merger and in connection therewith, Tompkins forfeited 2,450,000 of those shares, which were

then cancelled.

Tompkins’ shares are currently subject to a lock-up agreement with Aeluma pursuant to which he is restricted

from selling or transferring his shares for a period of 18 months from the date shares of our common stock commence trading on the OTCQB

or OTCQX market maintained by OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.

Tompkins has 2,715,833 shares of the Company’s common stock in connection with

incorporation, merger and private offerings.

Tompkins’ shares are currently subject to a lock-up agreement with Aeluma pursuant

to which he is restricted from selling or transferring his shares for a period of 18 months from the date shares of our common stock commence

trading on the OTCQB or OTCQX market maintained by OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE

The term “promoter” includes:

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that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim

financial statements.

This category consists of assurance and related

services by the independent registered public accounting firm that is reasonably related to the performance of the audit or review of

our financial statements and is not reported above under “Audit Fees.” The services for the fees disclosed under this category

include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Audit-related Fees — This category

consists of assurance and related services by the independent registered public accounting firm that is reasonably related to the performance

of the audit or review of our financial statements and is not reported above under “Audit Fees.” The services for the fees

disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission, fees related

to consents and other accounting consulting.

Tax Fees — This category consists

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Form of Placement Agent Warrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

Description of Securities

Description of Securities (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Form of Post-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

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Klamkin (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Restricted Stock Purchase Agreement between Biond Photonics, Inc.

McCarthy (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Advisor Restricted Stock Purchase Agreement between Biond Photonics, Inc.

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DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Director Agreement by and between the Company and Palvi Mehta (incorporated by reference to the Current Report on Form 8-K filed on November 18, 2021)

Director Agreement by and between the Company and John Paglia (incorporated by reference to the Current Report on Form 8-K filed on November 30, 2021)

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Registration Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

Code of Ethics

Form of Note Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)

Form of Note (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)

Code of Ethics (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Subsidiaries of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

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Certification of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Audit Committee Charter

Nominating Committee Charter

Compensation Committee Charter

Policy Relating to Recovery of Erroneously Awarded Compensation

Audit Committee Charter (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Nominating Committee Charter (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Compensation Committee Charter (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Inline XBRL Instance Document

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Form 10-K Summary.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized .

September 27, 2024

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Jonathan Klamkin

Chairman, Chief Executive Officer &

Principal Financial Officer

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities indicated below on September 22, 2023.

President, Chief Executive Officer and

Principal Financial Officer (Principal

Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities

and indicated below on September 27, 2024.

/s/ Jonathan Klamkin

4 unchanged sentences

Steven DenBaars

/s/ Palvi Mehta

/s/ Craig Ensley

/s/ John Paglia

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-K

Item 9A. Controls and Procedures