Item 5. Other Information
Item 5.
Other Information
Insider
Trading Arrangements and Related Disclosure
During
the three months ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6.
EXHIBITS
Exhibit No.
Description
2.1
Agreement
and Plan of Merger and Reorganization among Parc Investments, Inc., Aeluma Operating Co. and Biond Photonics, Inc. (incorporated
by reference to the Current Report on Form 8-K filed on June 28, 2021)
3.1
Certificate
of Merger relating to the merger of Aeluma Operating Co. with and into Biond Photonics, Inc., filed with the Secretary of State of
the State of California on June 22, 2021 (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
3.2
Amended
and Restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on June 22, 2021 (incorporated
by reference to the Current Report on Form 8-K filed on June 28, 2021)
3.3
Amended
and Restated Bylaws. (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.1
Form
of Lock Up Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.2
Form
of Placement Agent Warrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.3
Description
of Securities (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)
10.2
Form
of Post-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
10.3
Form
of Pre-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
10.4
Form
of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to
the Current Report on Form 8-K filed on June 28, 2021) (incorporated by reference to the Current Report on Form 8-K filed on June
28, 2021)
10.5
Registration
Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to the Current
Report on Form 8-K filed on June 28, 2021)
10.6+
2021
Equity Incentive Plan and form of award agreements (incorporated by reference to the Current Report on Form 8-K filed on June 28,
2021)
10.7
Restricted
Stock Purchase Agreement between Biond Photonics, Inc. and Mr. Klamkin (incorporated by reference to the Registration Statement on
Form S-1/A filed on October 15, 2021)
10.9
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 21, 2020 (incorporated by reference
to the Registration Statement on Form S-1/A filed on October 15, 2021)
10.10
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference
to the Registration Statement on Form S-1/A filed on October 15, 2021)
10.11
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 31, 2020 (incorporated by reference to the Registration
Statement on Form S-1/A filed on October 15, 2021)
10.12
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement
on Form S-1/A filed on October 15, 2021)
10.14
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)
10.15
Subscription
Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)
10.16
Registration
Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)
10.17
Form
of Note Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)
10.18
Form
of Note (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)
10.19
Independent
Director Agreement with Craig Ensley, effective as of December 14, 2023 (Incorporated by reference to the Registration Statement
on Form S-1/A filed on October 7, 2024)
14.1
Code
of Ethics (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)
16.1
Reserved.
21.1
Subsidiaries
of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2
Certification of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
97.1
Policy
Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to the Annual Report on Form 10-K on September
27, 2024
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension
Schema Document.
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
104
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101).
+ Indicates
a management contract or compensatory plan, contract, or arrangement.
* In
accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32.1 herewith
are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications
will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of
the undersigned thereunto duly authorized.
Aeluma,
Inc.
Date: February 11, 2025
By:
/s/
Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
President, Chief Executive Officer and
Principal Financial Officer (Principal
Executive Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.