What changed in this filing

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Item 1. Financial Statements

2025-02-11 compared with 2024-11-08 · 177 added, 97 removed, 429 unchanged (39% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current assets:

1 unchanged sentence

Accounts receivable

Deferred compensation, current portion

Deferred compensation

Prepaids and other current assets

11 unchanged sentences

Lease liability, current portion

Derivative liabilities

Total current liabilities

Lease liability, long term portion

Derivative liabilities

Convertible notes (Note 3)

3 unchanged sentences

Preferred stock, $ 0.0001 par value:

10,000,000 authorized, and none issued and outstanding at September 30, 2024 and June 30, 2024

10,000,000 authorized, and none issued and outstanding at December 31, 2024 and June 30, 2024

Common stock, $ 0.0001 par value:

50,000,000 shares authorized, and 12,178,424 shares issued and outstanding at September 30, 2024 and June 30, 2024

50,000,000 shares authorized, and 12,242,481 and 12,817,500 shares issued and outstanding at December 31, 2024 and June 30, 2024

Additional paid-in capital

3 unchanged sentences

Total stockholders’ equity

( 1,032,088 )

Total liabilities and stockholders’ equity

2 unchanged sentences

Statements of Operations (unaudited)

Three Months Ended September 30,

Revenue (Note 2)

Three Months Ended

Six Months Ended

Operating expenses:

3 unchanged sentences

Total operating expenses

Loss from operations

Income (loss) from operations

( 1,128,799 )

( 2,611,510 )

Other income (expense):

2 unchanged sentences

Changes in fair value of derivative liabilities

Total other income (expense)

( 3,001,480 )

( 2,855,045 )

Total other income (expense), net

( 3,284,422 )

( 3,282,661 )

Loss before income tax expense

( 2,894,824 )

( 1,128,520 )

( 3,624,443 )

( 2,610,829 )

Income tax expense

1 unchanged sentence

$ ( 1,128,520 )

$ ( 3,624,443 )

$ ( 2,610,829 )

Loss per share - basic and diluted

3 unchanged sentences

Statement of Stockholders’ Equity (unaudited)

Months Ended September 30, 2024 and 2023

Months Ended December 31, 2024 and 2023

Stockholders’

Balance, January 1, 2024

Balance, October 1, 2024

$ ( 14,353,980 )

Stock options exercised

Stock warrants exercised

Stock-based compensation

Balance, March 31, 2024

( 2,894,824 )

Balance, December 31, 2024

$ ( 17,248,804 )

$ ( 1,032,088 )

Stockholders’

Balance, October 1, 2023

$ ( 10,544,375 )

Stock-based compensation

( 1,128,520 )

Balance, December 31.

$ ( 11,672,895 )

Months Ended December 31, 2024 and 2023

Stockholders’

Balance, July 1, 2024

$ ( 13,624,361 )

Stock options exercised

Stock warrants exercised

Stock-based compensation

( 3,624,443 )

Balance, December 31, 2024

$ ( 17,248,804 )

$ ( 1,032,088 )

Stockholders’

Balance, July 1, 2023

$ ( 9,062,066 )

Repurchase of common stock

2 unchanged sentences

( 2,610,829 )

Balance, September 30.

Balance, December 31, 2023

$ ( 11,672,895 )

2 unchanged sentences

Statements of Cash Flows (unaudited)

Three Months Ended

September 30,

Six Months Ended

Operating activities:

7 unchanged sentences

Changes in fair value of derivative liabilities

Changes in operating assets and liabilities:

Change in accounts receivable

( 1,264,628 )

Change in prepaids and other current assets

3 unchanged sentences

( 1,332,216 )

( 2,480,345 )

Investing activities:

Purchase of equipment

Payment for leasehold improvements

Net cash used in investing activities

11 unchanged sentences

1 – The Company

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.

The Company incurred a net loss of $ 729,619 and

$ 1,482,309 for the three months ended September 30, 2024 and 2023, respectively, and has accumulated deficit of $ 14,353,980 at September

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.

develops novel optoelectronic and electronic devices for sensing, communication, and computing applications.

Aeluma has pioneered a technique

to produce semiconductor materials and chips using high-performance compound semiconductors on large diameter substrates that are commonly

used to manufacture mass market microelectronics.

This enables cost-effective manufacturing of high-performance photodetectors and photodetector

arrays for imaging applications in mobile devices, as well as other applications.

Aeluma’s technology is broadly applicable across

mobile, automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing.

Aeluma is based

in Goleta, California, where the Company operates in a 9,000 sq.

facility with a state-of-the-art R&D/manufacturing cleanroom

and access to world-class rapid prototyping capabilities.

The facility houses unique equipment for scalable manufacturing.

partners with production-scale fabrication foundries and packaging companies.

Aeluma maintains extensive patent protection and trade

secrets that relate to its materials, manufacturing technology and applications.

Company incurred a net loss of $ 3,624,443 and $ 2,610,829 for the six months ended December 31, 2024 and 2023, respectively, and has accumulated

deficit of $ 17,248,804 at December 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.

conditions raise doubt about the Company’s ability to continue as a going concern.

13 unchanged sentences

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 December 31, 2024, should be read in conjunction with our Annual Report on Form

10-K for the fiscal year ended June 30, 2024.

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

of Estimates and Assumptions

33 unchanged sentences

Company amortizes the respective debt discount over the term of the notes, using the effective interest method.

Convertible Notes.

Value of Financial Instruments

36 unchanged sentences

The Company’s embedded derivatives are

classified in Level 3 using Black-Scholes option-pricing

model since their values include significant unobservable inputs.

derivative liabilities are recognized at fair value on a recurring basis at September 30, 2024 and are Level 3 measurements.

classified in Level 3 using Black-Scholes option-pricing model since their values include significant unobservable inputs.

derivative liabilities are recognized at fair value on a recurring basis at December 31, 2024 and are Level 3 measurements.

been no transfers between levels.

3 unchanged sentences

Change in fair value of derivative liabilities

Ending balance at September 30, 2024

Ending balance at December 31, 2024

fair value of the embedded derivatives in our convertible notes at the balance sheet date were valued using the Black-Scholes option-pricing

model with the following assumptions:

September 30,

Expected volatility

6 unchanged sentences

Leasehold improvements are amortized over the

less of the remaining lease term or the estimated useful lie of the improvements.

less of the remaining lease term or the estimated useful life of the improvements.

Repairs and maintenance to these assets are charged

24 unchanged sentences

These contracts may include cost reimbursement and fixed firm price terms.

the three months ended September 30, 2024, the Company was awarded two government contracts of $ 11,866,384 for providing services

and delivering materials.

The awards are firm fixed contracts that shall be paid upon completion of performance and recognized as revenue

over an expected term of 36 months.

the three months ended September 30, 2024, the Company recognized its revenue of $ 480,735 , of which $ 430,735 was from government contracts

and $ 50,000 was from product sales for sampling purchases.

As of September 30, 2024, the aggregate amount to remaining performance obligations

for the government contracts was $ 12,126,473 .

the three and six months ended December 31, 2024, the Company was awarded two government contracts of $ 11,866,384 for providing

services and delivering materials.

The awards are firm fixed contracts that shall be paid upon completion of performance and recognized

as revenue over an expected term of 36 months.

the three months ended December 31, 2024, the Company recognized its revenue of $ 1,612,519 , of which $ 1,461,524 was from government contracts

and $ 150,995 was from product sales for sampling purposes or development.

For the six months ended December 31, 2024, the Company recognized

its revenue of $ 2,093,254 , of which $ 1,892,259 was from government contracts and $ 200,995 was from product sales for sampling purposes

or development.

As of December 31, 2024, the aggregate amount to remaining performance obligations for the government contracts was $ 10,664,948 .

loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding

71 unchanged sentences

the Floor Price and Ceiling Price shall automatically adjust in the event of a stock split or consolidation by the Company.

Price for the investors who participated in this initial closing is equal to $ 2.47 or $ 2.68 per share.

Since the Floor Price is tied

to the Closing Date, the Floor Price may be different for investors that are part of a different closing, should the Company hold additional

The Investors were granted piggyback registration rights for the shares of Common Stock underlying the Note.

Floor Price is tied to the Closing Date, the Floor Price may be different for investors that are part of different closings.

Price for the investors who participated in the closings is equal to $ 2.47 or $ 2.68 per share.

The Investors were granted piggyback registration

rights for the shares of Common Stock underlying the Note.

Note Purchase Agreement also contains customary representation and warranties of the Company and the Investors, indemnification obligations

3 unchanged sentences

Value of Financial Instruments in Note 2 – Summary of Significant Accounting Policies for additional information.

of September 30, 2024, the Company’s convertible notes are as follows:

of December 31, 2024, the Company’s convertible notes are as follows:

Principal amounts of convertible notes

7 unchanged sentences

$ 0.0001 par value preferred stock.

No preferred shares were issued as of September 30, 2024.

No preferred shares were issued as of December 31, 2024.

and Vested Shares to Officers

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 September 30 2024, Jonathan Klamkin had 1,596,855 vested

shares and 27,065 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.

for $ 10,000 .

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 December 31, 2024, all shares of Jonathan Klamkin vested.

Rights Agreement

36 unchanged sentences

of $ 300,000 , which was expensed as consulting expense in the consolidated statements of operation over the eighteen months.

the three months ended September 30, 2024 and 2023, $ 6,981 and $ 11,957 , respectively, have been amortized in the consolidated statements

of operations.

At September 30, 2024, $ 13,152 of deferred compensation included in the balance sheets is expected to be expensed within

the three months ended December 31, 2024 and 2023, $ 6,981 have been amortized in the consolidated statements of operations and, for the

six months ended December 31, 2024 and 2023, $ 13,962 and $ 18,938 , respectively, have been amortized in the consolidated statements of

At December 31, 2024, $ 6,171 of deferred compensation included in the balance sheets is expected to be expensed within six

following is a schedule summarizing restricted stock awards for the periods indicated:

Beginning balance at July 1, 2024

Ending balance at September 30, 2024

Beginning balance at July 1, 2023

Ending balance at September 30, 2023

December 31, 2024

Three Months Ended

Six Months Ended

Beginning balance

Ending balance

December 31, 2023

Three Months Ended

Six Months Ended

Beginning balance

Ending balance

the three months ended September 30, 2023, the Company issued 6,500 options to purchase common stock to consultants.

11 unchanged sentences

in 10 years and have vest equally in twelve months with an exercise price of $ 3.13 .

the three months ended December 31, 2024, the Company issued 54,000 options to purchase common stock to consultants.

The options expire

in 10 years and have an exercise prices that range from $ 2.97 to $ 3.51 with vesting periods from six months to two years .

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

1 unchanged sentence

for to estimate the fair value of stock options for the period presented:

Three Months Ended

September 30,

Six Months Ended

Weighted-average fair value

Expected volatility

Expected term 5.3 years 5.0 years - 6.2 years

113.9 % - 122.4 %

104.9 % - 106.6 %

Expected term

1.0 years - 5.3 years

5.0 years - 6.2 years

Dividend yield

Risk-free interest rate

the three months ended September 30, 2024 and 2023, stock-based compensation expenses for options granted were $ 167,091 and $ 240,577 ,

3.87 % - 4.31 %

3.94 % - 4.92 %

the three months ended December 31, 2024 and 2023, stock-based compensation expenses for options granted were $ 149,103 and $ 135,919 ,

respectively.

Unrecognized stock-based compensation expense was $ 675,461 and the average expected recognition period was 1.1 years as

of September 30, 2024.

For the six months ended December 31, 2024 and 2023, stock-based compensation expenses for options granted were $ 316,194

and $ 376,496 , respectively Unrecognized stock-based compensation expense was $ 620,570 and the average expected recognition period was

1.0 years as of December 31, 2024.

following is a schedule summarizing stock option activities for the periods presented:

Exercise Price

Outstanding at July 1, 2024

Expired/cancelled

Outstanding at September 30, 2024

Exercisable at September 30, 2024

(1) Represents the excess of the fair value on the last day of period (which was $ 3.17 as of September 30, 2024) over the exercise price, multiplied by the number of options.

Outstanding at October 1, 2024

Expired/forfeited

Outstanding at December 31, 2024

Exercisable at December 31, 2024

Outstanding at October 1, 2023

Expired/forfeited

Outstanding at December 31, 2023

Exercisable at December 31, 2023

(1) Represents

the excess of the fair value on the last day of period (which was $ 7.65 and $ 2.90 as of December 31, 2024 and 2023, respectively) over

the exercise price, multiplied by the number of options.

Exercise Price

Outstanding at July 1, 2024

Expired/cancelled

Outstanding at September 30, 2023

Exercisable at September 30, 2023

(1) Represents the excess of the fair value on the last day of period (which was $ 3.30 as of September 30, 2023) over the exercise price, multiplied by the number of options.

Expired/forfeited

Outstanding at December 31, 2024

Exercisable at December 31, 2024

Outstanding at July 1, 2023

Expired/forfeited

Outstanding at December 31, 2023

Exercisable at December 31, 2023

(1) Represents

the excess of the fair value on the last day of period (which was $7.65 and $2.90 as of December 31, 2024 and 2023, respectively) over

the exercise price, multiplied by the number of options.

6 – Facility Operating Lease

14 unchanged sentences

the ROU asset and lease liability on July 1, 2023.

following table presents maturities of operating lease liabilities on an undiscounted basis as of September 30, 2024:

following table presents maturities of operating lease liabilities on an undiscounted basis as of December 31, 2024:

For the years ending June 30,

4 unchanged sentences

Lease liability, long term portion

lease term and the discount rate for the lease at September 30, 2024 is 6.5 years and 4.00 %, respectively.

lease term and the discount rate for the lease at December 31, 2024 is 6.3 years and 4.00 %, respectively.

The total lease expenses were

$ 41,441 and $ 44,914 for the three months ended September 30, 2024 and 2023, respectively.

The variable costs for common area operating

expenses and electricity were $ 83,535 and $ 93,046 for the three months ended September 30, 2024 and 2023, respectively.

$ 41,441 and $ 49,344 for the three months ended December 31, 2024 and 2023, respectively, and $ 82,882 and $ 94,258 for the six months ended

December 31, 2024 and 2023, respectively.

The variable costs for common area operating expenses and electricity were $ 54,480 and $ 58,800

for the three months ended December 31, 2024 and 2023, respectively and $ 138,015 and $ 151,846 for the six months ended December 31, 2024

and 2023, respectively.

7 – Warrants to Purchase Common Stock

2 unchanged sentences

The warrants carry a term of 5 years and an exercise price of $ 3.00 .

following warrants to purchase common stock were outstanding as of September 30, 2024:

following warrants to purchase common stock were outstanding as of December 31, 2024:

Number of Shares Exercise Price Expiration Date

12 unchanged sentences

revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows:

Three Months Ended September 30,

Three Months Ended

Six Months Ended

* Less than 10% of total

receivable, by percentage, from individual customers representing 10% or more of accounts receivable are set forth in the following table:

As of September 30,

December 31, 2024

than 10% of total

A, B, C and D are government agencies.

A, B, C, D and E are government agencies.

9 – Subsequent Event

Company has evaluated subsequent events through the filing date or the issuance of these financial statements and is not aware of any

material items that would require disclosure in the notes to the financial statements or would be required to be recognized as of September

material items that would require disclosure in the notes to the financial statements or would be required to be recognized as of December

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