What changed in this filing

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Item 9A. Controls and Procedures

2025-09-09 compared with 2024-09-27 · 341 added, 326 removed, 424 unchanged (61% of the section changed)

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Our Chief Executive Officer (principal executive

officer) and Principal Financial Officer (principal financial officer), based on their evaluation of our disclosure controls and procedures

officer) and Chief Financial Officer (principal financial officer), based on their evaluation of our disclosure controls and procedures

as of June 30, 2025, concluded that our disclosure controls and procedures were ineffective as of that date.

Internal Control Over Financial Reporting

Internal Control

Over Financial Reporting

Management’s annual report on internal

control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over our

financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our management is responsible for establishing and maintaining adequate internal control over

our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed

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Our management, with the participation of our

Chief Executive Officer (principal executive officer) and Principal Financial Officer (principal financial officer), has assessed the

effectiveness of our internal control over financial reporting as of June 30, 2024.

In making this assessment, management used the criteria

set forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has assessed the effectiveness

of our internal control over financial reporting as of June 30, 2025.

In making this assessment, management used the criteria set forth

in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

Based on the assessment using those criteria,

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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, 2024 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 fiscal year ended June 30, 2025, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information .

Disclosure Regarding Foreign Jurisdictions that Prevent

On May 14, 2025 , our CEO , Mr.

Jonathan Klamkin , adopted a plan

intended as a “Rule 10b5-1 trading arrangement.” 150,000 shares were sold under the plan on August 14, 2025.

terminated the plan on August 18, 2025 .

The plan was determined to be a “non-10b5-1 trading arrangement” as defined in

Item 408(c) of Regulation S-K of the Exchange Act.

The plan was for the sale of up to 400,000 shares of the Company’s

common stock, to occur between August 14, 2025 and December 13, 2025, in accordance with the prices and formulas set forth in the plan

but given the plan was terminated, no further sales were or will be made pursuant hereto.

On June 23, 2025 , one of our directors , Mr.

Steven DenBaars adopted

a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act.

for the sale of up to 130,000 shares of the Company’s common stock, to occur between October 6, 2025 and May 6, 2026, in accordance

with the prices and formulas set forth in the plan.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not Applicable.

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Executive Officers and Directors

The Board of Directors currently consists of four

The Board of Directors currently consists of five

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

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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 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.

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 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 became effective immediately following 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.

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.

On August 4, 2025, the Company appointed Christopher Stewart as its

full-time Chief Financial Officer (CFO) and Principal Accounting Officer, taking over for Mr.

James Seo who was serving as Interim CFO.

There are no family relationships between Mr.

Seo, and any of the Company’s directors or other executive officers.

There have been no transactions involving Mr.

Stewart that would be required to be disclosed by Item 404(a) of Regulation S-K.

has entered into a standard indemnification agreement with Mr.

The following table provides information regarding

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Jonathan Klamkin

Chief Executive Officer & Chief Financial Officer & President & Chairman

Chief Executive Officer, President & Chairman

Chief Financial Officer

Non-Employee Directors

Michael Byron

Background of Officers and Directors

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of numerous awards including the NASA Young Faculty Award, the DARPA Young Faculty Award, and the DARPA Director’s Fellowship.

has published more than 200 papers, holds several patents, and has given more than 100 invited presentations to industry, government and

the academic community.

Klamkin holds a Bachelor of Science in Electrical and Computer Engineering from Cornell University and a Master

of Science in Electrical and Computer Engineering and a Ph.D.

has published more than 200 papers, holds several patents, and has given more than 100 invited presentations to industry, government,

and the academic community.

Klamkin holds a Bachelor of Science in Electrical and Computer Engineering from Cornell University and

a Master of Science in Electrical and Computer Engineering and a Ph.D.

in Materials from the University of California, Santa Barbara

DenBaars serves as

one of our directors.

Steven has been on Biond Photonics’ (now Aeluma’s) Board of Directors since June 5, 2021.

He is a Professor

of Materials and Electrical and Computer Engineering at the University of California Santa Barbara (1991-pres).

DenBaars has been

very active in entrepreneurship, having helped co-found several start-up companies in the field of photonics and electronics.

he Co-founded Nitres Inc., which was acquired by Cree Inc.

In 2013, he Co-Founded SLD Laser, and helped build the company

to over 150 employees before being acquired by Kyocera Corporation in 2021.

Christopher Stewart was appointed

as Chief Financial Officer in August 2025.

Prior to joining the Company, Mr.

Stewart was the Chief Financial Officer for LeddarTech Holdings

Inc., an AI-driven software company that he led through its transition to a publicly traded company.

Prior to that, he was the Chief Financial

Officer of Bionano Genomics, Inc.

Stewart also previously held leadership roles at Maxwell Technologies (acquired by Tesla in 2019),

Entropic Communications (acquired by Maxlinear in 2015), and Intel Corporation.

Stewart received a Bachelor of Science in Business Administration

from the University of Southern California and a Master’s in Business Administration from Carnegie Mellon University.

DenBaars serves as one of our directors.

Steven has been on Biond Photonics’

(now Aeluma’s) Board of Directors since June 5, 2021.

He is a Professor of Materials and Electrical and Computer Engineering at

the University of California Santa Barbara (1991-pres).

DenBaars has been very active in entrepreneurship, having helped co-found

several start-up companies in the field of photonics and electronics.

In 1996, he Co-founded Nitres Inc., which was acquired by Cree Inc.

In 2013, he Co-Founded SLD Laser, and helped build the company to over 150 employees before being acquired by Kyocera Corporation

In 2014, he assisted Dr.

Jeffry Shealy in the founding of

Akoustis Technologies Inc.

(AKTS) for commercialization of RF Filters, and he is currently on the Board of Directors.

In 2022 he joined

the Board of Directors of SmartKem Ltd., a high-performance organic semiconductor company.

He received the IEEE Fellow award in 2005,

member of the National Academy of Engineers in 2012, and National Academy of Inventors in 2014.

He has authored or co-authored over 980

technical publications, 360 conference presentations, and over 185 patents.

DenBaars has a Bachelor of Science in Metallurgical Engineering

from the University of Arizona and a Master of Science and a Ph.D.

in Material Science and Electrical Engineering, respectively from the

University of Southern California.

Jeffry Shealy in the founding of Akoustis Technologies Inc.

(AKTS) for commercialization of RF Filters.

In 2022 he joined the Board of Directors of SmartKem Ltd., a high-performance organic semiconductor company.

He received the IEEE Fellow

award in 2005, member of the National Academy of Engineers in 2012, and National Academy of Inventors in 2014.

He has authored or co-authored

over 980 technical publications, 360 conference presentations, and over 185 patents.

DenBaars has a Bachelor of Science in Metallurgical

Engineering from the University of Arizona and a Master of Science and a Ph.D.

in Material Science and Electrical Engineering, respectively

from the University of Southern California.

We believe Mr.

DenBaars qualifies as our director because of his entrepreneurial and start-up experience,

as well as his engineering 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.

DenBaars qualifies as our director because of his entrepreneurial and start-up

experience, as well as his engineering knowledge.

Craig 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 in sales.

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.

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.

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.

invented high volume SOI (Silicon on Insulator) process technology, and took over markets previously served by GaAs.

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

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.

Ensley started and built the communications semiconductor business, which

subsequently spun out as 3 public companies:

Conexant, Mindspeed, and Jazz.

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.

We believe Mr.

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 the audit committee.

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

SLP), and an advisor to

venture capital firms and startup companies.

After 25 years as a faculty member with Pepperdine University’s Graziadio School of

Business, serving in a variety of academic and leadership roles, John retired in July 2025 with the honorary title of Professor Emeritus

He also served as a consultant to the Library of Congress and the U.S.

Congress, where he testified as an expert on the Small

Business Administration’s private equity and venture capital program.

John is a recipient of several prestigious industry awards

for his work on the financing and capital markets.

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 Business Administration (Finance), an MBA, a B.S.

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

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.

Michael Byron serves as one of our

Byron retired as Vice President of Finance Operations & Systems at NVIDIA in December 2024.

He joined NVIDIA in 2002

and held various finance leadership positions over 22 years.

Before serving as Vice President of Finance Operations & Systems he served

as Vice President & Chief Accounting Officer from 2011 to 2019.

Prior to NVIDIA, Mr.

Byron held finance and accounting roles at public

technology companies and spent eight years as an auditor at Deloitte.

He holds a Bachelor’s degree in Business Economics from UC

Santa Barbara and has been a Certified Public Accountant since 1990.

In addition to his corporate experience, Mr.

Byron serves in various

volunteer roles at UC Santa Barbara, including as a Trustee of the UC Santa Barbara Foundation and as an adviser to the Dean’s Investment

The Board believes Mr.

Byron is qualified to be a director because of his knowledge of technical accounting, compliance issues,

and business experience.

Corporate Social Responsibility

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Director Independence and Board Committees

We are not currently required under the Securities

and Exchange Act to maintain any committees of our Board.

We are not currently subject to listing requirements of any national securities

exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent”

or maintain any committees of our Board and, as a result, we are not at this time required to have our Board of Directors comprised of

a majority of “independent directors” or have any committees.

However, as of the date hereof, we currently have two independent

directors on our board and are operating with three board committees.

As of the date hereof, we currently have four

independent directors on our board and are operating with three board committees.

Our board of directors shall determine which directors

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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

standing committees:

an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation

committee and a nominating and governance committee.

We will add independent directors, as needed, to each committee at the necessary

time as per the applicable exchange’s 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.

DenBaars, Mr.

Ensley, and Mr.

Byron shall be considered independent directors in accordance with the definition of independence

applied by the NASDAQ Stock Market.

We have established three standing committees:

an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a

nominating and governance committee.

We will add independent directors, as needed, to each committee at the necessary 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, 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.

Paglia and Mr.

Byron meet the independent director

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

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.

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

We adopted an audit committee charter, which

will detail the purpose and principal functions of the audit committee, including:

compensate, and oversee the work of any registered public accounting firm employed by us;

any disagreements between management and the auditor regarding financial reporting;

● pre-approve all

auditing and non-audit services;

independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;

any information it requires from employees-all of whom are directed to cooperate with the audit committee’s requests-or external

with our officers, external auditors, or outside counsel, as necessary;

that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate

appoint, compensate, and oversee the work of any registered public accounting firm employed by us;

resolve any disagreements between management and the auditor regarding financial reporting;

pre-approve all auditing and non-audit services;

retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;

seek any information it requires from employees - all of whom

are directed to cooperate with the audit committee’s requests - or external parties;

meet with our officers, external auditors, or outside counsel, as necessary;

oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations, and corporate policy.

Compensation Committee.

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Ensley (Chair), Mr.

Paglia and Mr.

DenBaars, and Mr.

Under the national exchange listing standards and applicable

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phase-in provisions.

Ensley and Mr.

Paglia meet the independent director standard under national exchange listing standards

applicable to members of the compensation committee.

DenBaars and Mr.

Byron meet the independent director standard under national exchange

listing standards applicable to members of the compensation committee.

We adopted a compensation committee charter, which

details the purpose and responsibility of the compensation committee, including:

the responsibilities of the Board relating to compensation of our directors, executive officers and key employees;

the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

the annual process of evaluation of the performance of our management;

such other duties and responsibilities as enumerated in and consistent with compensation committee’s charter.

discharge the responsibilities of the Board relating to compensation of our directors, executive officers, and key employees;

assist the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

oversee the annual process of evaluation of the performance of our management;

perform such other duties and responsibilities as enumerated in and consistent with compensation committee’s charter.

The charter will permit the committee to retain

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Meetings of the Board of Directors

During the year ended June 30, 2024, Board meetings

were held on September 20, 2023, November 3.

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

consent throughout the year.

During the fiscal year ended June 30, 2025, Board

meetings were held on September 27, 2024, November 6.

2024, February 6, 2025 and May 6, 2025.

The Board also transacted business by unanimous

written consent throughout the year.

Family Relationships

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of the Company and the membership of our board of directors.

Our board of directors has determined that our

leadership structure is appropriate for the Company and our shareholders as it helps to ensure that the board of directors and management

act with a common purpose and provides a single, clear chain of command to execute our strategic initiatives and business plans.

our board of directors believes that a combined role of Chief Executive Officer and Chairman is better positioned to act as a bridge between

management and our board of directors, facilitating the regular flow of information.

Our board of directors has determined that our leadership structure

is appropriate for the Company and our shareholders as it helps to ensure that the board of directors and management act with a common

purpose and provides a single, clear chain of command to execute our strategic initiatives and business plans.

In addition, our board

of directors believes that a combined role of Chief Executive Officer and Chairman is better positioned to act as a bridge between management

and our board of directors, facilitating the regular flow of information.

Our board of directors also believes that it is advantageous

to have a Chairman with an extensive knowledge of our industry.

to have a chairman with extensive knowledge of our industry.

Delinquent Section 16(a) Reports

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Code of Business Conduct and Ethics

Our Board of Directors adopted a Code of Ethics,

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

Our Board of Directors adopted a Code of Ethics, a copy of which is

attached herein as Exhibit 14.1, that applies to all of directors and employees, pursuant to rules described in Regulation S-K.

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 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.

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 also be 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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The following summary compensation table sets

forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended June 30, 2024 and 2023 in

all capacities for the accounts of our executive, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief

Operations Officer (COO):

forth all compensation awarded to, earned by, or paid to the named executive officer during the fiscal years ended June 30, 2025 and 2024

in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

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.

Klamkin effective July 1, 2021.

On October 14, 2022, the Board of Directors approved the adjustment of Mr.

Klamkin’s compensation to $10,000.00 per month for the period from October 1, 2022 to December 31, 2022, and then back to $19,166.67 per month ($230,000 per year) as of January 1, 2023.

On November 30, 2022, the Board of Directors approved an increase in Mr.

Klamkin’s annual salary to $255,000 and also approved issuing him 100,000 options with a 4-year vesting schedule, with an exercise price of $2.10 per share, subject to continued service as of each such vesting date.

The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the year ended June 30, 2023.

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

McCarthy served as interim Chief Financial Officer and Chief Operating Officer from the Merger until November 2022;

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

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

Jonathan Klamkin, CEO

$ 271,667 (1)

$ 255,000 (1)

$ 159,000 (2)(3)

January 27, 2025, the Board of Directors approved an increase in Mr.

Klamkin’s annual salary to $295,000.

On January 10, 2024,

The Board of Directors approved issuing him 220,000 options with a 4-year vesting schedule, with an exercise price of $7.80 per share,

subject to continued service as of each such vesting date.

January 1, 2025, The Board of Directors approved issuing Mr.

Seo 15,000 options with a 4-year vesting schedule, with an exercise price

of $8.86 per share, subject to continued service as of each such vesting date.

Seo was Interim Financial Officer from March 18, 2025 to August 4, 2025.

dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30,

These amounts have been calculated in accordance with FASB ASC Topic 718.

Employment and Change in Control Agreements

We do not have an employment agreement with any

of our officers.

However, pursuant to our advisor agreement with Mr.

Denbaars, if there is a change of control, other than the Merger,

while he is still retained by the Company as an advisor, all of his unvested shares, per his amended advisor agreement, will vest at the

closing of such change in control transaction.

Additionally, as per the restricted stock purchase agreements we maintain with Mr.

McCarthy, if either of their respective employment with the Company is terminated by the Company, other than for cause, or is

terminated by the individual for Good Reason (as defined in the related agreement), within a year after the Merger, then, effective as

of such termination, 100% of such terminated person’s unvested shares will vest.

We have an employment agreement in place

with our Chief Financial Officer, Christopher Stewart, pursuant to which he was granted 110,000 stock options and 55,000 restricted

stock units (“RSUs”).

The stock options have an exercise price of $21.04, with 25% of the stock options vesting on the twelve (12) month

anniversary of Mr.

Stewart’s employment with the Company.

The balance of the stock options will vest in equal monthly

increments, on each monthly anniversary of Mr.

Stewart’s employment start date with the Company, over the next thirty-six (36)

The stock options expire on the 10-year anniversary of their vesting date.

25% of the shares underlying the RSUs will vest

at the end of the fiscal quarter following the twelve (12) month anniversary of Mr.

Stewart’s employment start date with the

Company, with a pro-rated amount for any partial quarter preceding the twelve (12) month anniversary.

The balance of the RSUs will

vest in equal quarterly increments, with a pro-rated amount for any partial final quarter.

Each restricted stock unit represents the

contingent right to receive, at settlement, one share of common stock.

Additionally, as per his employment agreement, if Mr.

is terminated by the Company without cause or by Mr.

Stewart for good reason, within a period of (i) ninety (90) days before, or

(ii) twelve (12) months following, a change of control, any unvested options and RSUs held by Mr.

Stewart pursuant

to the Company’s 2021 Stock Incentive Plan (the “Plan”) shall vest and become immediately exercisable subject to

and in accordance with the Plan and the relevant grant agreement(s).

In the case of the options, such options shall be exercisable

within the earlier of ninety (90) days after the termination date and the expiry date of the options set forth in the grant

Outstanding Equity Awards at Fiscal Year End

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Stock Options

Unexcersisable

Unexercisable

Jonathan Klamkin(1)

On November 30, 2022, we granted to Mr.

Klamkin a stock option to purchase 100,000 shares of our common stock.

The shares will vest in equal quarterly installments over the following four years, subject to continued service as of each such vesting date

These shares were purchased pursuant to Founder’s Restricted Stock Purchase Agreement between Mr.

Klamkin and the Company on October 27, 2020.

Klamkin purchased a total of 1,623,920 shares (represented 1,250,000 shares of Biond prior to the Merger) pursuant to the agreement.

Pursuant to the agreement, 20% of the shares vested on the date the agreement was signed and starting on November 30, 2020 and for every month thereafter until employment termination, 1/48 th of the remaining shares shall vest on the last day of each succeeding calendar month.

The agreement also provides that if there is a change of control, like the Merger, and if Mr.

Klamkin is terminated, other than for cause, during the period starting 90 days before the Merger and for a year thereafter, all unvested shares shall vest at the date of termination.

Accordingly, as of June 30, 2024, 1,515,659 shares have vested.

The market value of the unvested shares was based on $3.59 per share, which was the closing price of our common stock on June 30, 2024.

November 30, 2022, we granted Mr.

Klamkin a stock option to purchase 100,000 shares of our common stock, vesting in equal quarterly installments

over four years, subject to his continued service on each vesting date.

On January 10, 2025, we granted him a stock option to purchase

220,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each

vesting date.

May 15, 2023, we granted Mr.

Seo a stock option to purchase 40,000 shares of our common stock.

Twenty-five percent of the options will

vest after twelve months of continuous employment from the grant date, with the remaining shares vesting in equal monthly installments

over the following three years, subject to his continued service on each applicable vesting date.

Additionally, on January 1, 2025, we

granted him a stock option to purchase 15,000 shares of our common stock, vesting in equal monthly installments over four years, also

subject to his continued service on each vesting date.

Compensation Paid to Directors

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Option Awards

The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the year ended June 30, 2024.

Michael Byron

dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30,

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

On March 1, 2024, we granted Mr.

January 10, 2024, we granted stock options to 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.

Paglia to purchase 84,663, 85,885 and 87,973 shares, respectively,

of our common stock at an exercise price of $7.80, subject to their continued service through each such applicable vesting date.

percent of each grant will vest February 28, 2025, with the remaining shares vesting in equal installments on May 31, August 31 and November

February 10, 2025, we entered into an independent director agreement with Mr.

Byron, pursuant to which we issued him 45,833 stock options

at an exercise price of $5.93 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;

an additional 37,500 shall vest in equal quarterly increments over the second and third year of the directorship, if re-elected;

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

For each year of committee service, Mr.

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

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.

833 of the stock options shall vest on February 28, 2025, with the remaining 15,000 shares vesting in equal installments on May 31, August

31 and November 30, 2025.

Pension, Retirement or Similar Benefit Plans

With the exception of the executive officers that

With the exception of the executive officers who

are eligible for participation in the company 401(k) plan, there are currently no arrangements or plans in which we provide pension, retirement

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community property laws.

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.

The percentage of shares beneficially owned is computed on the basis

of 15,892,887 shares of common stock outstanding as of September 7, 2025.

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

within 60 days of September 7, 2025 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

Jonathan Klamkin, CEO, CFO and Director

Jonathan Klamkin, CEO and Director

1,600,234 (1)

Christopher Stewart, CFO

DenBaars, Director

1 unchanged sentence

John Paglia, Director

Michael Byron, Director

All directors and executive officers as a group (6 persons)

1 unchanged sentence

Mark Tompkins

Less than 1%.

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

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.

(1) Represents

1,479,398 shares held by Mr.

Klamkin, and 111,669 shares that vested and 9,167 shares that shall vest within the next 60 days pursuant

to the terms of his stock options agreement through the date hereof.

(2) Represents

410,088 shares held by Mr.

DenBaars and 106,776 shares that vested pursuant to his stock options and director agreement through the date

(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.

Ensley and 108,418 shares that

vested pursuant to his stock options and director agreement through the date hereof.

(4) 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

Compensation Plans

Paglia, 248,018 shares

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

(5) Represents 30,833 shares that vested pursuant to Mr.

stock options and director agreement through the date hereof.

Authorized for Issuance under Equity Compensation Plans

The following table discloses information as of

1 unchanged sentence

which our equity securities are authorized for issuance, aggregated as follows:

Equity Compensation Plan Information

Plan category

upon exercise

1 unchanged sentence

available for

Equity compensation plans approved by security holders

1,732,925 (1)

Equity compensation plans not approved by security holders

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, 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.

compensation plans approved by security holders

compensation plans not approved by security holders

Our 2021 Equity Incentive Plan

32 unchanged sentences

DenBaars the right to purchase an additional

213,198 shares of the Company’s common stock (represents 164,108 shares of Biond common stock prior to the Merger) at a price of

$0.015 per share;

213,198 shares of the Company’s common stock (representing 164,108 shares of Biond common stock prior to the Merger) at a price

of $0.015 per share;

the shares have a two-year vesting schedule.

1 unchanged sentence

have vested as of the date of this Report.

Participation in the Offering

Certain of our existing investors, including investors

affiliated with certain of our directors and prior directors, have purchased an aggregate of 116,666 shares of our common stock in the

Offering, for an aggregate gross purchase price of $349,998.

Such purchases were made on the same terms as the shares that were sold to

other investors in the Offering and not pursuant to any pre-existing contractual rights or obligations.

Indemnification Agreements

5 unchanged sentences

require us to advance expenses incurred by our directors and officers.

Promoters and Certain Control Persons

As per the definition of a “promoter”

under the Securities Act, generally defined as anyone involved in the formation of the issuer, Mr.

Tompkins, the incorporator of the Company,

would be considered a “promoter.” Mr.

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:

person who, acting alone or in conjunction with one or more persons, directly or indirectly takes initiative in founding and organizing

the business or enterprise of an issue;

or ii) any person who, in connection with the founding and organizing of the business or enterprise

of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more

of any class securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.

person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall

not be deemed a promoter within the meaning of this paragraph, if such person does not otherwise take part in founding and organizing

the enterprise.

Other than Mr.

Tompkins, there are no promoters

being used in relation to this offering.

No person who may, in the future, be considered a promoter will receive or expect to

receive any assets, services or other consideration from the Company.

No assets will be or are expected to be acquired from any promoter on

behalf of the Company.

Principal Accounting Fees and Services.

The following table shows the fees that were billed

for the years ended June 30, 2024 and 2023.

for the fiscal years ended June 30, 2025 and 2024.

Year Ended June 30,

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or incorporated by reference as part of this report on Form 10-K.

Underwriting Agreement dated March 26, 2025, by and between the Company and Craig-Hallum Capital Group LLC (incorporated by reference to the Current Report on Form 8-K dated March 28, 2025)

Agreement and Plan of Merger and Reorganization among Parc Investments, Inc., Aeluma Operating Co.

9 unchanged sentences

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

Underwriter Warrant (incorporated by reference to the Current Report on Form 8-K filed on March 28, 2025)

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

18 unchanged sentences

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

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)

Director Agreement by and between the Company and Mike Byron (incorporated by reference to the Current Report on Form 8-K filed on February 26, 2025)

Indemnification Agreement by and between the Company and Mike Byron (incorporated by reference to the Current Report on Form 8-K filed on February 26, 2025)

Form of Non-Qualified Option to Purchase Common Stock by and between the Company and Mike Byron (incorporated by reference to the Current Report on Form 8-K filed on February 26, 2025)

Employment Agreement dated August 4, 2025, by and between the Company and Christopher Stewart (incorporated by reference to the Current Report on Form 8-K filed on August 8, 2025)

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

4 unchanged sentences

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

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)

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to the Annual Report on Form 10-K on September 27, 2024)

Inline XBRL Instance Document

5 unchanged sentences

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.

a management contract or compensatory plan, contract, or arrangement.

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.

Form 10-K Summary.

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 .

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.

September 9, 2025

1 unchanged sentence

Jonathan Klamkin

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.

President and Chief Executive Officer

(Principal Executive 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 9, 2025.

/s/ Jonathan Klamkin

Chairman, Chief Executive Officer, Principal Financial Officer and President

President, Chief Executive Officer and Chairman

Jonathan Klamkin

(Principal Executive Officer & Principal Financial Officer)

(Principal Executive Officer)

/s/ Christopher Stewart

Chief Financial Officer

Christopher Stewart

(Principal Financial Officer and Accounting Officer)

/s/ Steven DenBaars

2 unchanged sentences

/s/ John Paglia

/s/ Michael J.

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