2 unchanged sentences
Consolidated Balance Sheets
−Removed: March 31, 2025
+Added: ($ in thousands, except per share data)
+Added: September 30, 2025
Current assets:
2 unchanged sentences
Accounts receivable
−Removed: Deferred compensation
Prepaids and other current assets
4 unchanged sentences
Property and equipment, net
−Removed: Intangible assets
−Removed: Right of use asset - facility
+Added: Right of use asset - operating
Liabilities and stockholders’ equity
2 unchanged sentences
Accrued expenses and other current liabilities
−Removed: Lease liability, current portion
+Added: Lease liability – operating, current portion
Total current liabilities
−Removed: Lease liability, long-term portion
+Added: Lease liability - operating, long-term portion
Total liabilities
2 unchanged sentences
Preferred stock, $ 0.0001 par value:
−Removed: 10,000,000 authorized, and none issued and outstanding at March 31, 2025 and June 30, 2024
+Added: 10,000,000 authorized, and none issued and outstanding at September 30, 2025 and June 30, 2025
Common stock, $ 0.0001 par value:
−Removed: 50,000,000 shares authorized, and 15,795,467 and 12,817,500 shares issued and outstanding at March 31, 2025 and June 30, 2024
+Added: 50,000,000 shares authorized, and 17,851,863 and 15,864,360 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively
Additional paid-in capital
Accumulated deficit
−Removed: ( 15,787,911 )
−Removed: ( 13,624,361 )
Total stockholders’ equity
4 unchanged sentences
Consolidated Statements of Operations (unaudited)
−Removed: Three Months Ended
−Removed: Nine Months Ended
+Added: ($ in thousands, except per share data)
+Added: Three Months Ended September 30,
Operating expenses:
4 unchanged sentences
Loss from operations
−Removed: ( 1,173,252 )
−Removed: ( 3,574,278 )
Other income (expense):
Interest income
−Removed: Other expense
Amortization of discount on convertible notes
Changes in fair value of derivative liabilities
−Removed: Total other income (expense), net
−Removed: Income (loss) before income tax expense
−Removed: ( 2,163,550 )
−Removed: ( 3,573,480 )
+Added: Total other income, net
+Added: Loss before income tax expense
Income tax expense
−Removed: Net income (loss)
−Removed: $ ( 962,651 )
−Removed: $ ( 2,163,550 )
−Removed: $ ( 3,573,480 )
−Removed: Net income (loss) per share:
−Removed: Weighted average common shares outstanding:
+Added: Net loss per share - basic and diluted
+Added: Weighted average common shares outstanding - basic and diluted
The accompanying notes are an integral part of
3 unchanged sentences
Equity (unaudited)
−Removed: Three Months Ended March 31, 2025 and 2024
−Removed: Stockholders’
−Removed: Balance, January 1, 2025
−Removed: $ ( 17,248,804 )
−Removed: $ ( 1,032,088 )
−Removed: Issuance of common stock, net of offering costs (Note 4)
−Removed: Conversion of convertible notes (Note 3)
−Removed: Conversion of derivative liabilities (Note 2)
−Removed: Stock options exercised
−Removed: Stock warrants exercised
−Removed: Stock-based compensation
−Removed: Balance, March 31, 2025
−Removed: $ ( 15,787,911 )
−Removed: Stockholders’
−Removed: Balance, January 1, 2024
−Removed: $ ( 11,672,895 )
−Removed: Stock warrant exercised
−Removed: Stock-based compensation
−Removed: Balance, March 31, 2024
−Removed: $ ( 12,635,546 )
−Removed: Nine Months Ended March 31, 2025 and 2024
+Added: ($ in thousands)
+Added: Three Months Ended September 30, 2025 and 2024
Stockholders’
Balance, July 1, 2025
−Removed: $ ( 13,624,361 )
Issuance of common stock, net of offering costs (Note 3)
−Removed: Conversion of convertible notes (Note 3)
−Removed: Conversion of derivative liabilities (Note 2)
+Added: Restricted stock units vested
Stock options exercised
1 unchanged sentence
Stock-based compensation
−Removed: ( 2,163,550 )
−Removed: ( 2,163,550 )
−Removed: Balance, March 31, 2025
−Removed: $ ( 15,787,911 )
+Added: Balance, September 30, 2025
Stockholders’
Balance, July 1, 2024
−Removed: $ ( 9,062,066 )
−Removed: Repurchase of common stock
−Removed: Stock options exercised
Stock-based compensation
−Removed: ( 3,573,480 )
−Removed: ( 3,573,480 )
−Removed: Balance, March 31, 2024
−Removed: $ ( 12,635,546 )
+Added: Balance, September 30, 2024
The accompanying notes are an integral part of
2 unchanged sentences
Consolidated Statements of Cash Flows (unaudited)
−Removed: Nine Months Ended
+Added: ($ in thousands)
+Added: Three Months Ended
+Added: September 30,
Operating activities:
−Removed: $ ( 2,163,550 )
−Removed: $ ( 3,573,480 )
Adjustments to reconcile net loss to net cash used in operating activities:
5 unchanged sentences
Changes in operating assets and liabilities:
−Removed: Change in accounts receivable
−Removed: ( 1,083,413 )
−Removed: Change in prepaids and other current assets
−Removed: Change in accounts payable
−Removed: Change in accrued expenses and other current liabilities
+Added: Accounts receivable
+Added: Prepaids and other current assets
+Added: Accounts payable
+Added: Accrued expenses and other current liabilities
Net cash used in operating activities
−Removed: ( 1,082,677 )
−Removed: ( 2,876,190 )
Investing activities:
2 unchanged sentences
Financing activities:
−Removed: Repurchase of common stock
Proceeds from stock option exercise
−Removed: Proceeds from convertible notes issuance (Note 3)
−Removed: Proceeds from Public Offering, net of offering costs (Note 4)
−Removed: Net cash provided by (used in) financing activities
−Removed: Net change in cash and cash equivalent, and certificate of deposit
−Removed: ( 3,197,125 )
−Removed: Cash and cash equivalent, and certificate of deposit, beginning of period
−Removed: Cash and cash equivalent, and certificate of deposit, end of period
+Added: Proceeds from convertible notes issuance
+Added: Proceeds from public offering, net of offering costs
+Added: Net cash provided by financing activities
+Added: Net change in cash and cash equivalents, and certificate of deposit
+Added: Cash and cash equivalents, and certificate of deposit, beginning of period
+Added: Cash and cash equivalents, and certificate of deposit, end of period
Supplemental non-cash disclosures:
−Removed: Conversion of convertible notes to stockholders’ equity
−Removed: Conversion of derivative liabilities to stockholders’ equity
+Added: Right of use asset - operating obtained in exchange for lease liability -operating
The accompanying notes are an integral part of
2 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: Note 1 – The Company
−Removed: (the “Company”) develops
−Removed: novel optoelectronic and electronic devices for sensing, communication, and computing applications.
−Removed: Aeluma has pioneered a technique to
−Removed: produce semiconductor materials and chips using high-performance compound semiconductors on large-diameter substrates commonly used to
−Removed: manufacture mass market microelectronics.
−Removed: This enables cost-effective manufacturing of high-performance photodetectors and photodetector
−Removed: arrays for imaging applications in mobile devices and other applications.
−Removed: Aeluma’s technology is broadly applicable across mobile,
−Removed: automotive, AI, defense & aerospace, communication, AR/VR, high-performance computing, and quantum computing.
−Removed: Aeluma is based in Goleta,
−Removed: California, where the Company operates in a 9,000 sq.
−Removed: facility with a state-of-the-art R&D/manufacturing cleanroom and access
−Removed: to world-class rapid prototyping capabilities.
+Added: Note 1 – The Company and Basis of Presentation
+Added: Throughout these notes, “the Company,”
+Added: “Aeluma,” “we,” “us” and “our” refer to Aeluma, Inc.
+Added: and Subsidiary.
+Added: Aeluma develops novel
+Added: optoelectronic and electronic devices for sensing, communication, and computing applications.
+Added: Aeluma has pioneered a technique to produce
+Added: semiconductor materials and chips using high-performance compound semiconductors on large-diameter substrates commonly used to manufacture
+Added: mass-market microelectronics.
+Added: This enables cost-effective manufacturing of high-performance photodetectors and photodetector arrays for
+Added: imaging applications in mobile devices and other applications.
+Added: Aeluma’s technology is broadly applicable across mobile, automotive,
+Added: artificial intelligence (AI), defense & aerospace, communication, augmented reality (AR), virtual reality (VR), high-performance computing,
+Added: and quantum computing.
+Added: Aeluma is based in Goleta, California, where the Company operates in a 9,000 sq.
+Added: facility with a state-of-the-art
+Added: research and development (“R&D”) and manufacturing cleanroom and access to world-class rapid prototyping capabilities.
The facility houses unique equipment for scalable manufacturing.
−Removed: Aeluma also partners with
−Removed: production-scale fabrication foundries and packaging companies.
−Removed: Aeluma maintains extensive patent protection and trade secrets related
−Removed: to its materials, manufacturing technology, and applications.
−Removed: Note 2 – Summary of Significant Accounting Policies
−Removed: Basis of Presentation
−Removed: The accompanying consolidated financial statements
−Removed: have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
−Removed: The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements.
−Removed: Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for the
−Removed: Company’s integrity and objectivity.
−Removed: This Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, should be read in
−Removed: conjunction with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
+Added: The Company recently added a second facility with 2,400 sq.
+Added: and meeting space, also in Goleta, California.
+Added: Aeluma also partners with production-scale fabrication foundries and packaging companies.
+Added: Aeluma maintains extensive patent protection and trade secrets related to its materials, manufacturing technology, and applications.
The accompanying consolidated financial statements
−Removed: and footnotes have been condensed and therefore do not contain all disclosures required by GAAP.
+Added: have been presented in accordance with U.S.
+Added: generally accepted accounting principles (“GAAP”).
+Added: The summary of significant
+Added: accounting policies presented below is designed to assist in understanding the Company’s financial statements.
+Added: Such financial statements
+Added: and accompanying notes are the representations of the Company’s management, who is responsible for the Company’s integrity
+Added: and objectivity.
+Added: This Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, should be read in conjunction with our Annual
+Added: Report on Form 10-K for the fiscal year ended June 30, 2025.
+Added: The accompanying consolidated financial statements and footnotes have been
+Added: condensed and therefore do not contain all disclosures required by GAAP.
The interim financial data are unaudited;
−Removed: however, in the opinion of Aeluma, Inc., the interim data include all adjustments, consisting only of normal recurring adjustments, necessary
−Removed: for a fair presentation of the results for the interim periods.
−Removed: Results for interim periods are not necessarily indicative of those to
−Removed: be expected for the full year.
−Removed: Use of Estimates and Assumptions
−Removed: The preparation of financial statements in conformity
−Removed: with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date
−Removed: of the financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: The Company bases its estimates
−Removed: and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances,
−Removed: the results of which form the basis for making judgments about the carrying values of assets and liabilities.
−Removed: The actual results experienced
−Removed: by the Company may differ materially and adversely from the Company’s estimates.
−Removed: To the extent there are material differences between
−Removed: the estimates and the actual results, future results of operations will be affected.
−Removed: Reclassification of Prior Year Presentation
−Removed: Certain prior year amounts have been reclassified
−Removed: for consistency with the current year presentation.
−Removed: These reclassifications had no effect on the reported consolidated financial statements.
−Removed: Cash and Cash Equivalents, and Certificate of Deposit
−Removed: The Company considers cash in banks, deposits
−Removed: in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.
−Removed: The Company invests its excess cash in certificates of deposit issued by financial institutions with high credit ratings.
−Removed: 31, 2025, the Company held a certificate of deposit with a carrying value of $ 12,000,000 and an accrued interest receivable of $ 2,459 .
−Removed: The certificate of deposit has a seven-month maturity period, bears interest at a rate of 3.74 %, and is subject to penalties for early
−Removed: Concentration of Risk
−Removed: The Company maintains its cash in bank deposit
−Removed: accounts, which, at times, may exceed federally insured limits.
−Removed: The Company has not experienced any losses in such accounts.
−Removed: The Company’s
−Removed: accounts are insured by the FDIC, but at times may exceed federally insured limits.
−Removed: Convertible Debt Instruments
−Removed: The Company evaluates agreements, including any
−Removed: convertible debt instruments, to determine if those agreements or any embedded components of those agreements qualify as derivative
−Removed: financial instruments to be separately accounted for in accordance with FASB ASC Topic 815 “ Derivatives and
−Removed: Hedging ” (“ASC 815” ).
−Removed: The accounting treatment of derivative financial instruments requires that
−Removed: the Company record any bifurcated embedded features at their fair values as of the inception date of the agreement and at fair value as
−Removed: of each subsequent balance sheet date.
−Removed: Any change in fair value is recorded in earnings as non-operating, non-cash income or expense.
−Removed: The Company reassesses the classification of its derivative instruments at each balance sheet date.
−Removed: If the classification changes as a
−Removed: result of events during the period, the agreement is reclassified as of the date of the event that caused the reclassification.
−Removed: embedded features are recorded at their initial fair values which create an additional debt discount to the host instrument.
−Removed: Company amortizes the respective debt discount over the term of the notes, using the effective interest method.
−Removed: Convertible Notes.
−Removed: Fair Value of Financial Instruments
−Removed: As defined in Financial Accounting Standards Board
−Removed: (“FASB”) ASC Topic No.
−Removed: 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the
−Removed: price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants
−Removed: at the measurement date.
−Removed: In determining fair value, the Company uses the market or income approach.
−Removed: Based on this approach, the Company
−Removed: utilizes certain assumptions about the risk inherent in the inputs to the valuation technique.
−Removed: These inputs can be readily observable,
−Removed: market-corroborated, or generally unobservable.
−Removed: The Company utilizes valuation techniques that maximize the use of observable inputs and
−Removed: minimize the use of unobservable inputs.
−Removed: Based on the observability of the inputs used in the valuation techniques, the Company is required
−Removed: to provide the following information according to the fair value hierarchy.
−Removed: The fair value hierarchy ranks the quality and the reliability
−Removed: of the information used to determine fair values.
−Removed: As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy
−Removed: that prioritizes the inputs used in the valuation methodologies in measuring fair value.
−Removed: Level 1 – Unadjusted
−Removed: quoted prices in active, accessible markets for identical assets or liabilities
−Removed: Level 2 – Other inputs
−Removed: that are directly or indirectly observable in the marketplace
−Removed: Level 3 – Unobservable
−Removed: inputs, which are supported by little or no market activity
−Removed: The fair value hierarchy also requires an entity
−Removed: to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
−Removed: The carrying values of the Company’s cash,
−Removed: accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate their fair value due to the relatively
−Removed: short maturity of these items.
−Removed: Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair
−Removed: value when a significant event occurs.
−Removed: The Company had no financial assets or liabilities carried and measured on a nonrecurring basis
−Removed: during the reporting periods.
−Removed: Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value
−Removed: each time a financial statement is prepared.
−Removed: For recurring fair value measurement categorized
−Removed: within Level 3, assets and liabilities whose value is determined using a market standard valuation technique are included and described
−Removed: When observable inputs are not available, the market standard techniques for determining the estimated fair value of certain securities
−Removed: that trade infrequently, and therefore have little transparency, rely on inputs that are significant to the estimated fair value and that
−Removed: are not observable in the market or cannot be derived principally from or corroborated by observable market data.
−Removed: Management believes
−Removed: these inputs are based on assumptions deemed appropriate given the circumstances and consistent with what other market participants would
−Removed: use when pricing similar assets and liabilities.
−Removed: The Company’s embedded derivatives are classified in Level 3 using the Black-Scholes
−Removed: option-pricing model since their values include significant unobservable inputs.
−Removed: During the three months ended March 31, 2025,
−Removed: holders of convertible promissory notes elected to convert the convertible notes into common stock.
−Removed: As part of the conversion, the Company
−Removed: remeasured the fair value of the embedded derivative liabilities immediately prior to conversion.
−Removed: The fair value of the embedded derivatives
−Removed: in our convertible notes as of the conversion date was determined based on a fair market value of $6.25 as of March 25, 2025.
−Removed: All derivative liabilities were exercised, and
−Removed: as of March 31, 2025, the Company had no remaining outstanding derivative liabilities.
−Removed: Fair Value of Embedded Derivatives
−Removed: Beginning balance at July 1, 2024
−Removed: New derivative liabilities
−Removed: Change in fair value of derivative liabilities
−Removed: Conversion of derivative liabilities
−Removed: ( 2,471,071 )
−Removed: Ending balance at March 31, 2025
−Removed: Property and Equipment
−Removed: Property, equipment, and leasehold improvements
−Removed: are reported at historical cost, net of accumulated depreciation and amortization.
−Removed: Depreciation is computed using the straight-line method
−Removed: over the estimated useful lives of the assets.
−Removed: Leasehold improvements are amortized over the lessor of the remaining lease term or the
−Removed: estimated useful life of the improvements.
−Removed: Repairs and maintenance to these assets are charged to expenses as incurred;
−Removed: major improvements
−Removed: enhancing the function and/or the asset’s useful life are capitalized.
−Removed: When items are sold or retired, the related cost and accumulated
−Removed: depreciation are removed from the accounts, and any gains or losses arising from such transactions are recognized.
−Removed: Intangible Assets
−Removed: Intangible assets are associated with the Aeluma.com
−Removed: domain name and are amortized on a straight-line basis over 10 years.
+Added: however, in the opinion
+Added: of Aeluma, the interim data include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation
+Added: of the results for the interim periods.
+Added: Results for interim periods are not necessarily indicative of those to be expected for the full
Revenue Recognition
7 unchanged sentences
or as, the entity satisfies a performance obligation.
+Added: Revenue is recognized when control of the promised goods or services is transferred
+Added: to the customer.
+Added: For performance obligations that are satisfied at a single point in time, the Company recognizes revenue at the point
+Added: when control transfers, which is typically upon delivery, customer acceptance, or another specified milestone defined in the contract.
+Added: For performance obligations satisfied over time, revenue is recognized as progress is made toward completion, using a measure that best
+Added: depicts the transfer of control to the customer.
Sales and other taxes the Company collects concurrent with revenue-producing activities
4 unchanged sentences
product and service contracts:
−Removed: Revenue is currently generated from multiple customers for research and development-related services and
−Removed: small-volume orders.
−Removed: Revenue is principally generated under research and development contracts with agencies of the U.S.
−Removed: government or with prime
−Removed: These contracts may include cost reimbursement or fixed firm price terms.
−Removed: For the nine months ended March 31, 2025, the
−Removed: Company was awarded two government contracts totaling $ 11,866,384 for the provision of services and delivery of materials.
−Removed: awards are firm-fixed-price contracts, under which payment will be made upon completion of performance milestones.
+Added: Revenue is currently generated from multiple customers for R&D-related services and small-volume orders.
+Added: Revenue is principally generated under R&D contracts with agencies of the U.S.
+Added: government or with prime contractors.
+Added: contracts may include cost-reimbursement or fixed-price terms.
+Added: The Company capitalizes certain incremental costs
+Added: incurred to obtain or fulfill a contract when such costs are expected to be recoverable.
+Added: Prepaid costs, such as advance payments to vendors
+Added: or subcontractors directly related to a customer contract, are recorded as assets and subsequently expensed consistent with the transfer
+Added: of goods or services to the customer.
+Added: Government contracts include both cost-reimbursement
+Added: and fixed-price contracts.
+Added: Cost-reimbursement contracts provide for the reimbursement of allowable costs plus the payment of a fee.
+Added: contracts fall into four basic types:
+Added: (i) cost-sharing contract under which government reimburses only a portion of the incurred costs,
+Added: (ii) cost plus fixed fee contracts which provide for the payment of a fixed fee irrespective of the final cost of performance, (iii) cost
+Added: plus incentive fee contracts which provide for increases or decreases in the fee, within specified limits, based upon actual results as
+Added: compared to contractual targets relating to such factors as cost, performance and delivery schedule, and (iv) cost plus award fee contracts
+Added: which provide for the payment of an award fee determined at the discretion of the customer based upon the performance of the contractor
+Added: against pre-established criteria.
+Added: Under cost-reimbursement type contracts, the contractor is reimbursed periodically for allowable costs
+Added: and is paid a portion of the fee based on contract progress.
+Added: Fixed-price contracts establish a set price for goods or services, which
+Added: may be firm or adjustable under specific conditions.
+Added: Adjustable fixed-price contracts can include elements such as ceiling or target prices,
+Added: which are only subject to change through contract clauses that allow for equitable adjustments.
+Added: Firm-fixed-price contracts do not permit
+Added: any price changes based on the contractor’s actual costs, placing full financial risk and responsibility on the contractor.
+Added: fixed-price contracts with economic price adjustments allow for price changes, either increases or decreases, based on predefined events
+Added: or conditions.
+Added: For the three months ended September 30, 2025,
+Added: the Company was awarded one government contract of $ 150 thousand for the provision of services and delivery of materials.
+Added: is a firm-fixed-price contract, under which payments are made upon completion of specified performance milestones.
Revenue associated
−Removed: with these contracts will be recognized over the expected performance period of 36 months.
−Removed: For the three months ended March 31, 2025,
−Removed: the Company recognized total revenue of $ 1,254,966 , all of which was attributable to government contracts.
−Removed: For the nine months ended
−Removed: March 31, 2025, the Company recognized total revenue of $ 3,348,220 , consisting of $ 3,147,225 from all obligated government contracts
−Removed: and $ 200,995 from product sales related to sampling or development activities.
−Removed: For the three months ended March 31, 2024, the
−Removed: Company recognized total revenue of $ 343,894 , all of which was attributable to government contracts.
−Removed: For the nine months ended March
−Removed: 31, 2024, the Company recognized total revenue of $ 639,286 , consisting of $ 606,886 from government contracts and $ 32,400 from
−Removed: product sales related to sampling or development activities.
−Removed: As of March 31, 2025, total remaining performance
−Removed: obligations under the all obligated government contracts amounted to $ 9,409,984 .
−Removed: Income (Loss) Per Share
−Removed: Basic income (loss) per share is computed by dividing
−Removed: net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.
−Removed: income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted average
−Removed: number of common shares outstanding plus potential dilutive common shares outstanding during the period.
−Removed: Potential dilutive securities,
−Removed: comprised of stock warrants and stock options, are not reflected in diluted loss per share because such shares are anti–dilutive.
−Removed: The dilutive impact of potential common shares resulting from common stock equivalents is determined by applying the treasury stock method.
−Removed: For the three months ended March 31, 2025, 734,858 shares—comprising 452,364 stock options and 282,494 stock warrants were considered
−Removed: dilutive and included in the calculation of diluted earnings per share.
−Removed: For the three months ended March 31, 2025, 405,521 stock options
−Removed: were excluded from the calculation of diluted income per share as their inclusion would have been anti-dilutive.
+Added: with this contract will be recognized upon achievement of designated milestones.
+Added: For the three months ended September 30, 2024,
+Added: the Company was awarded two government contracts of $ 11.9 million for providing services and delivering materials.
+Added: awards are firm fixed contracts that shall be paid upon completion of performance and recognized as revenue over an expected term of 36
+Added: As of September 30, 2025, total remaining performance
+Added: obligations under all obligated government contracts amounted to $ 9.0 million.
Stock-Based Compensation
The Company accounts for stock-based compensation
−Removed: arrangements in accordance with guidance issued by the FASB, which requires the measurement and recognition of compensation expense for
−Removed: all share-based payment awards made to employees, consultants, and directors based on estimated fair values.
+Added: arrangements in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”), which requires the measurement
+Added: and recognition of compensation expense for all share-based payment awards made to employees, consultants, and directors based on estimated
The Company estimates the fair value of stock-based
5 unchanged sentences
estimate the expected volatility and value of its common stock and the expected term of the stock options, all of which are highly complex
−Removed: and subjective variables.
−Removed: For employees and directors, the expected life was calculated based on the simplified method as described by
−Removed: the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.
+Added: and rely on subjective variables.
+Added: For employees and directors, the expected life was calculated based on the simplified method as described
+Added: Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.
110, Share-Based Payment.
−Removed: For other service providers,
−Removed: the expected life was calculated using the contractual term of the award.
−Removed: The Company’s estimate of expected volatility was based
−Removed: on the volatility of peers.
+Added: For other service
+Added: providers, the expected life was calculated using the contractual term of the award.
+Added: The Company’s estimate of expected volatility
+Added: was based on the volatility of peers.
The Company has selected a risk-free rate based on the implied yield available on U.S.
−Removed: Treasury securities
−Removed: with a maturity equivalent to the expected term of the options.
+Added: securities with a maturity equivalent to the expected term of the options.
The Company accounts for forfeitures upon occurrence.
−Removed: The Company is expected to have net operating
−Removed: loss carryforwards that it can use to offset a certain amount of taxable income in the future.
−Removed: The Company is currently analyzing the
−Removed: amount of loss carryforwards that will be available to reduce future taxable income.
−Removed: The resulting deferred tax assets will be offset
−Removed: by a valuation allowance due to the uncertainty of their realization.
−Removed: The primary difference between income tax expense attributable to
−Removed: continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income
−Removed: before income taxes relates to the recognition of a valuation allowance for deferred income tax assets.
−Removed: The Company has adopted FASB ASC 740-10, “ Income
−Removed: Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements
−Removed: and prescribes a recognition threshold of more likely than not as a measurement process for financial statement recognition and measurement
−Removed: of a tax position taken or expected to be taken in a tax return.
−Removed: In making this assessment, a Company must determine whether it is more
−Removed: likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must
−Removed: assume that the tax position will be examined by taxing authorities.
−Removed: The Company’s policy is to include interest and penalties related
−Removed: to unrecognized tax benefits in income tax expense.
−Removed: Interest and penalties totaled $ 0 for the periods presented.
+Added: Income (Loss) Per Share
+Added: Basic income (loss) per share is computed by dividing
+Added: net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.
+Added: income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the sum of the weighted average
+Added: number of common shares outstanding plus potential dilutive common shares outstanding during the period.
+Added: Potential dilutive securities,
+Added: comprised of stock options, restricted stock units, and warrants, are not reflected in diluted loss per share because such shares are
+Added: anti–dilutive.
+Added: The dilutive impact of potential common shares resulting from common stock equivalents is determined by applying
+Added: the treasury stock method.
+Added: For the three months ended September 30, 2025, 1,522,371 stock options and 533,835 warrants were
+Added: excluded from the calculation of diluted income per share as their inclusion would have been anti-dilutive.
+Added: Concentration of Risk
+Added: The Company maintains its cash in bank deposit
+Added: accounts, which, at times, may exceed federally insured limits.
+Added: The Company has not experienced any losses in such accounts.
The Company’s
−Removed: net operating loss carryforwards are subject to IRS examination until they are fully utilized, and such tax years are closed.
−Removed: The Company will file tax returns in the U.S.
−Removed: federal jurisdiction and the state of California.
−Removed: The Company’s federal and state return forms are subject to review by the taxing
−Removed: The Company is not currently under examination by any taxing authority, nor has it been notified of an impending examination.
−Removed: Recent Accounting Pronouncements
−Removed: The Company has evaluated all issued but not yet
−Removed: effective accounting pronouncements and determined that they are either immaterial or not relevant to the Company.
+Added: accounts are insured by the FDIC, but at times our cash in these accounts may exceed federally insured limits.
+Added: The Company manages its credit risk associated
+Added: with exposure to its direct customers on outstanding accounts receivable through the application of credit approvals and other monitoring
+Added: The Company closely monitors the aging of accounts receivable from its direct customers.
+Added: Significant customers are those that
+Added: represent 10% or more of revenue or accounts receivable.
+Added: For the three months ended September 30, 2025, 65 % and 17 % of our revenue was
+Added: derived from Customers E and B, and, for the three months ended September 30, 2024, 36 %, 21 %, 10 %, 10 %, and 10 % of our revenue was derived
+Added: from Customer A, C, B, D and F, respectively.
+Added: As of September 30, 2025, 72 % and 13 % of accounts receivables were attributable to Customers
+Added: As of September 30, 2024, 53 %, 16 %, 16 % and 16 % of accounts receivable were attributable to Customer A, B, D and F, respectively.
+Added: Customers A, B, C, D and E are government agencies
+Added: Recent Accounting Pronouncements under Evaluation
+Added: In July 2025, the FASB issued Accounting Standards
+Added: Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable
+Added: and Contract Assets .
+Added: This ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged
+Added: over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising
+Added: from transactions accounted for under Topic 606.
+Added: This guidance is effective for annual reporting periods beginning after December 15,
+Added: 2025, and for interim periods within those annual reporting periods, with early adoption permitted.
+Added: The amendments in ASU 2025-05 should
+Added: be applied prospectively.
+Added: The Company is currently evaluating the impact of this new standard on its consolidated financial statements,
+Added: and the adoption is not expected to have a material impact on the consolidated financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income
+Added: Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures .
+Added: This ASU amends the disclosure requirements for income taxes, including
+Added: the requirement for further disaggregation of the income tax rate reconciliation and income taxes paid disclosures.
+Added: The amendments in
+Added: this guidance must be applied prospectively, with the option to apply retrospectively.
+Added: This guidance is effective for fiscal years beginning
+Added: after December 15, 2024.
+Added: The Company is currently evaluating the impact of this new standard on its consolidated financial statements,
+Added: and the adoption is not expected to have a significant impact on the consolidated financial statements.
+Added: In November 2024, the FASB issued ASU.
+Added: 2024-03, Disaggregation
+Added: of Income Statement Expenses (DISE) .
+Added: The ASU requires additional disclosure regarding specific types of expenses included in the income
+Added: This guidance applies to all public business entities and is effective for annual reporting periods beginning after December
+Added: 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: The requirements will be applied
+Added: prospectively with the option for retrospective application.
+Added: The Company is currently evaluating the impact of this new standard on its
+Added: consolidated financial statements, and the adoption is not expected to have a significant impact on the consolidated financial statements.
Note 2 – Convertible Notes
−Removed: Between August 5, 2024 and August 27, 2024,
−Removed: we issued convertible promissory notes in the aggregate principal amount of $ 3,145,000 to 10 accredited investors, pursuant to a
−Removed: private note financing.
+Added: Between August 5, 2024, and August 27, 2024, we
+Added: issued convertible promissory notes in the aggregate principal amount of $ 3.1 million to 10 accredited investors, pursuant to a private
+Added: note financing.
The Notes were set to mature in June 2026 and did not carry any interest.
−Removed: The Notes were convertible into
−Removed: shares of the Company’s common stock par value $ 0.0001 per share (the “Common Stock”) upon the occurrence of
−Removed: certain events, (i.e., qualified financing resulting in at least $ 5,000,000 to the Company, if the Common Stock was uplisted to a
−Removed: national securities exchange or if neither of those such events occurred prior to the maturity date, (together with Sale of the
−Removed: Company (as hereinafter defined), a “Conversion Event”)).
−Removed: In the event the Company did not complete a qualified
−Removed: financing or uplist at or before the maturity date, the outstanding balance of the Notes shall automatically converted without any
−Removed: further action by the Holder into shares of the Company’s common stock at a conversion price equal to eighty-five percent
−Removed: ( 85 %) to the VWAP of the Common Stock on the OTC Markets for the five trading days immediately prior to maturity date.
−Removed: The Note also
−Removed: provided that if there was a Sale of the Company, as defined in the Note, the Holder could elect to receive a cash payment equal to
−Removed: the aggregate amount of principal then outstanding under such Holder’s Note or convert the Note into shares of Common Stock
−Removed: equal to 85 % of the VWAP of the Common Stock on the OTC Markets for the five trading days immediately prior to the Sale of the
−Removed: Although the conversion price was dependent upon the type of Conversion Event that occurred, the Note carried a
−Removed: ceiling and floor price:
−Removed: the applicable conversion price was not lower than 85 % of the 5-day VWAP on the applicable Closing Date
−Removed: (the “Floor Price”) nor was the applicable conversion price be higher than $ 3.50 per share (the “Ceiling
−Removed: the Floor Price and Ceiling Price shall automatically adjusted in the event of a stock split or consolidation by the
−Removed: Since the Floor Price was tied to the Closing Date, the Floor Price differed for investors who were part of different
−Removed: The Floor Price for the investors who participated in the closings was equal to $ 2.47 or $ 2.68 per share.
−Removed: The Investors
−Removed: were granted piggyback registration rights for the shares of Common Stock underlying the Note.
+Added: The Notes were convertible into shares of the
+Added: Company’s common stock par value $ 0.0001 per share (the “Common Stock”) upon the occurrence of certain events, (i.e.,
+Added: qualified financing resulting in at least $ 5.0 million to the Company, if the Common Stock was uplisted to a national securities exchange
+Added: or if neither of those such events occurred prior to the maturity date, (together with Sale of the Company (as hereinafter defined), a
+Added: “Conversion Event”)).
+Added: In the event the Company did not complete a qualified financing or uplist at or before the maturity
+Added: date, the outstanding balance of the Notes shall automatically convert without any further action by the Holder into shares of the Company’s
+Added: common stock at a conversion price equal to eighty-five percent ( 85 %) to the VWAP of the Common Stock on the OTC Markets for the five
+Added: trading days immediately prior to maturity date.
+Added: The Note also provided that if there was a Sale of the Company, as defined in the Note,
+Added: the Holder could elect to receive a cash payment equal to the aggregate amount of principal then outstanding under such Holder’s
+Added: Note or convert the Note into shares of Common Stock equal to 85 % of the VWAP of the Common Stock on the OTC Markets for the five trading
+Added: days immediately prior to the Sale of the Company.
+Added: Although the conversion price was dependent upon the type of Conversion Event that
+Added: occurred, the Note carried a ceiling and floor price:
+Added: the applicable conversion price was not lower than 85 % of the 5-day VWAP on the
+Added: applicable Closing Date (the “Floor Price”) nor was the applicable conversion price be higher than $ 3.50 per share (the “Ceiling
+Added: the Floor Price and Ceiling Price shall automatically adjust in the event of a stock split or consolidation by the Company.
+Added: Since the Floor Price was tied to the Closing Date, the Floor Price differed for investors who were part of different closings.
+Added: Price for the investors who participated in the closings was equal to $ 2.47 or $ 2.68 per share.
+Added: The Investors were granted piggyback registration
+Added: rights for the shares of Common Stock underlying the Note.
The Note Purchase Agreement also contained customary
4 unchanged sentences
method and the derivative liabilities are marked-to-market at each reporting date.
−Removed: See Fair Value of Financial Instruments
−Removed: in Note 2 – Summary of Significant Accounting Policies for additional information.
On March 25, 2025, the Company determined that
2 unchanged sentences
applicable Ceiling Price of $ 3.50 per share, resulting in the issuance of an aggregate of 898,573 shares of Common Stock in exchange for
−Removed: $ 3,145,000 in outstanding principal under the Notes.
+Added: $ 3.1 million in outstanding principal under the Notes.
Following the conversion, the Company has no further obligations under the converted
The shares issued upon conversion are subject to piggyback registration rights previously granted to the investors.
−Removed: Offering of Common Stock in Note 4 – Stockholders’ Equity
−Removed: For the three and nine months ended March 31,
−Removed: 2025, the Company recorded discounts on convertible notes of $ 278,298 and $ 715,117 , respectively.
−Removed: The carrying amount of convertible notes,
−Removed: totaling $ 1,666,988 , including unamortized debt discount of $ 1,478,012 , was reclassed to equity.
−Removed: As of March 31, 2025, the Company’s convertible
−Removed: notes are as follows:
−Removed: Principal amounts of convertible notes
−Removed: unamortized debt discount
−Removed: ( 1,478,012 )
−Removed: Convertible notes, net of discount
−Removed: Conversion of convertible notes
−Removed: ( 1,666,988 )
−Removed: Principal amounts of convertible notes
+Added: Offerings of Common Stock in Note 3 – Stockholders’ Equity
+Added: During the quarter ended March 31, 2025, the carrying
+Added: amount of convertible notes, totaling $ 1.7 million, including unamortized debt discount of $ 1.5 million, was reclassed to equity.
+Added: the three months ended September 30, 2024, the Company recorded amortization of discount on convertible notes of $ 145 thousand.
Note 3 – Stockholders’ Equity
1 unchanged sentence
The Company’s Articles of Incorporation
−Removed: authorize the issuance of two classes of shares of stock.
−Removed: The total number of shares which this corporation is authorized to issue is 50,000,000 shares
−Removed: of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock.
−Removed: No preferred shares
−Removed: were issued as of March 31, 2025.
−Removed: Issued and Vested Shares to Officers
−Removed: On October 27, 2020, the Company issued
−Removed: 1,623,920 shares of common stock to Jonathan Klamkin, Director and Chief Executive Officer for $ 10,000 .
−Removed: Initially, 20 % or 324,784 shares
−Removed: vested on October 27, 2020, and the remaining 1,299,136 shares vest in equal amounts, monthly over the subsequent 4 years.
−Removed: The stock purchase
−Removed: agreement contains a repurchase option whereby unvested shares may be repurchased by the Company, at the Company’s option.
−Removed: March 31, 2025, all shares of Jonathan Klamkin vested.
+Added: authorize the issuance of two classes of shares of capital stock.
+Added: The total number of shares that this corporation is authorized to issue
+Added: is 50,000,000 shares of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock.
+Added: shares were issued as of September 30, 2025.
Registration Rights Agreement
29 unchanged sentences
Underwriting Agreement (“UA”) with Craig-Hallum Capital Group LLC in connection with a public offering of 2,285,714 shares
−Removed: of its common stock at a price of $ 5.25 per share.
−Removed: The Company also granted the Underwriter a 30-day option to purchase up to an additional
−Removed: 342,857 shares to cover over-allotments, which was exercised in full on March 27, 2025.
−Removed: The offering closed on March 28, 2025.
−Removed: The offering was conducted pursuant to the Company’s
+Added: of its common stock at a price of $ 5.25 per share (the “March Offering”).
+Added: The Company also granted the Underwriter a 30-day
+Added: option to purchase up to an additional 342,857 shares to cover over-allotments, which was exercised in full on March 27, 2025.
+Added: Offering closed on March 28, 2025.
+Added: The March Offering was conducted pursuant to our
registration statements on Form S-1 (File No.
−Removed: 333-285469), declared effective by the SEC on March 25, 2025, and on Form S-1MEF filed under
−Removed: Rule 462(b), effective March 26, 2025.
−Removed: Total gross proceeds from the offering, including
−Removed: the over-allotment option, were $ 13,799,998 .
−Removed: Net proceeds, after underwriting discounts and offering expenses, were $ 12,587,439 .
−Removed: intends to use the proceeds for business development, scaling manufacturing operations, and general corporate purposes.
+Added: 333-285469), -declared effective by the SEC on March 25, 2025, and on Form S-1MEF filed
+Added: under Rule 462(b), effective March 26, 2025.
Under the terms of the UA, the Company provided
−Removed: a 7.0 % underwriting discount per share and issued to the Underwriter warrants to purchase up to 5.0 % of the total shares sold in the offering
−Removed: (including the over-allotment shares), with an exercise price equal to 115 % of the public offering price.
+Added: a 7.0 % underwriting discount per share and issued to the Underwriter warrants to purchase up to 5.0 % of the total shares sold in the March
+Added: Offering (including the over-allotment shares), with an exercise price equal to 115 % of the public offering price.
See Note 6 - Warrants
−Removed: In connection with the offering, the Company,
+Added: Total gross proceeds from the March Offering,
+Added: including the over-allotment option, were $ 13.8 million.
+Added: Net proceeds, after underwriting discounts and Offering expenses, were $ 12.6
+Added: The Company intends to use the proceeds for business development, scaling manufacturing operations, and general corporate purposes.
+Added: In connection with the March Offering, the Company,
as well as its directors and officers, agreed to a 90-day lock-up period restricting sales or transfers of Company securities, subject
1 unchanged sentence
The Underwriter has the discretion to release these restrictions at any time.
+Added: On September 17, 2025, the Company entered into
+Added: an Underwriting Agreement (“UA”) with Craig-Hallum Capital Group LLC, as the representative of the several underwriters named
+Added: therein (the “Underwriters”), relating to the issuance and sale by the Company of 1,700,000 shares of the Company’s
+Added: common stock, par value $ 0.0001 per share in its previously announced public offering (the “September Offering”).
+Added: offering price in the September Offering was $ 13.00 per share of Common Stock.
+Added: In connection with the September Offering, the Company
+Added: granted the Underwriters a 30-day option to purchase up to 255,000 additional shares of its Common Stock at the public offering price,
+Added: less the underwriting discount, and on September 18, 2025, the Underwriters exercised such option to purchase an additional 255,000 shares
+Added: of Common Stock.
+Added: The September Offering closed on September 19, 2025.
+Added: The net proceeds to the Company from the September
+Added: Offering were $ 23.4 million, after deducting underwriting discounts and commissions and after payment of offering expenses.
+Added: The Company intends to use the net proceeds from
+Added: the September Offering, together with its existing cash and cash equivalents, for expansion of business development efforts including
+Added: (i) advancing manufacturing processes for production;
+Added: (ii) hiring new employees;
+Added: and (iii) working capital and general business purposes.
+Added: The Company made the September Offering pursuant
+Added: to the Company’s effective shelf registration statement on Form S-3 (File No.
+Added: 333-289135) previously filed
+Added: with and declared effective by the SEC and a prospectus supplement and accompanying prospectus filed with the SEC on September 18, 2025.
Note 4 – Stock-Based Compensation
Restricted Stock Awards
−Removed: The Company has entered into various consulting
−Removed: agreements that involved the issuance of common stock in exchange for future services.
−Removed: These agreements included time-based vesting provisions
−Removed: and repurchase rights tied to service terms.
+Added: Restricted Stock Awards (“RSAs”) are
+Added: grants of shares of our common stock that vest in accordance with terms and conditions established by the Company’s Board of Directors.
+Added: Recipients of RSAs generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless
+Added: the RSA agreement provides otherwise.
+Added: Shares of restricted stock that do not vest are subject to forfeiture
+Added: The Company entered into various consulting agreements
+Added: that involved the issuance of common stock in exchange for future services.
+Added: These agreements included time-based vesting provisions and
+Added: repurchase rights tied to service terms.
In connection with these agreements, the Company recorded deferred compensation for the fair
value of the shares in excess of the amounts paid.
−Removed: The deferred compensation is recognized as consulting expense in the consolidated statements
−Removed: of operations over the respective service periods.
−Removed: For the three months ended March 31, 2025 and
−Removed: 2024, $ 3,085 and $ 6,981 , respectively, have been amortized as consulting expense in the consolidated statements of operations and, for
−Removed: the nine months ended March 31, 2025 and 2024, $ 17,047 and $ 25,919 , respectively, have been amortized in the consolidated statements of
−Removed: At March 31, 2025, $ 3,086 of deferred compensation included in the consolidated balance sheets is expected to be recognized
−Removed: as an expense within the next three months.
−Removed: The following is a schedule summarizing restricted stock awards for
−Removed: the periods indicated:
−Removed: March 31, 2025
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Beginning balance
−Removed: Ending balance
−Removed: March 31, 2024
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Beginning balance
−Removed: Ending balance
−Removed: Common Stock Options
−Removed: During the three months ended September 30, 2023,
−Removed: the Company granted 6,500 stock options to consultants.
−Removed: The options expire in 10 years and have exercise prices that range from
−Removed: $ 2.90 to $ 3.90 with immediate vesting.
−Removed: During the three months ended December 31, 2023,
−Removed: the Company granted 7,000 stock options to a consultant.
−Removed: The options expire in 10 years and have an exercise price that ranges
−Removed: from $ 2.50 to $ 3.43 with immediate vesting.
−Removed: During the three months ended March 31, 2024,
−Removed: the Company granted 6,500 stock options to consultants.
−Removed: The options expire in 10 years and have exercise prices that range from
−Removed: $ 2.99 to $ 3.50 with immediate vesting.
−Removed: During the three months ended March 31, 2024, the Company issued 100,821 options to purchase common
−Removed: stock to the board of directors.
−Removed: The options expire in 10 years and vest in nine months with an exercise price of $ 2.99 .
+Added: The deferred compensation was recognized as consulting expense in the consolidated
+Added: statements of operations over the applicable service periods.
+Added: For the three months ended September 30, 2025
+Added: and 2024, $ 0 and $ 7 thousand, respectively, were recognized as consulting expense in the consolidated statements of operations.
+Added: September 30, 2025, there was no deferred compensation remaining in the consolidated balance sheets, as all related shares had vested
+Added: and associated expense had been fully amortized as of June 30, 2025.
+Added: Restricted Stock Units
+Added: Restricted Stock Units (“RSUs”) are
+Added: grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator of the 2021 Equity
+Added: Incentive Plan (2021 Plan).
+Added: Subject to the provisions of the 2021 Plan, the administrator determines the terms and conditions of RSUs,
+Added: including the vesting criteria.
During the three months ended September 30, 2025,
+Added: the Company granted 76,403 RSUs, of which 2,903 were fully vested on the date of grant.
+Added: The remaining RSUs will vest as follows:
+Added: 25 % on the 12month anniversary of the grant recipient’s start date and 75 % in equal quarterly installments over the following 36
+Added: Each vesting installment is subject to the recipient’s continued service with the Company through the applicable vesting
+Added: Outstanding at July 1, 2025
+Added: Outstanding at September 30, 2025
+Added: Stock Options
+Added: For the three months ended September 30, 2025,
+Added: the Company granted 157,906 stock options to employees and members of the Company’s board of directors.
+Added: The stock options expire
+Added: in 10 years, have exercise prices ranging from $ 16.37 to $ 20.82 , and vest in one month to forty-eight months.
+Added: For the three months ended September 30, 2024,
the Company issued 12,000 stock options to a consultant.
−Removed: The options expire in 10 years and vest equally in twelve months with an exercise
−Removed: price of $ 3.13 .
−Removed: During the three months ended December 31, 2024,
−Removed: the Company granted 54,000 stock options to consultants.
−Removed: The options expire in 10 years and have exercise prices that range from $ 2.97
−Removed: to $ 3.51 with vesting periods from six months to two years .
−Removed: During the three months ended March 31, 2025,
−Removed: the Company granted 451,354 stock options to employees and directors.
−Removed: These options have a contractual term of 10 years and exercise prices
−Removed: ranging from $ 5.93 to $ 8.86 .
−Removed: Vesting schedules vary by grant and range from one month to 48 months.
+Added: The stock options expire in 10 years, have an exercise price
+Added: of $ 3.13 , and vest equally in twelve months.
The Company estimates the fair value of each option
−Removed: award using the Black-Scholes option-pricing model.
+Added: granted using the Black-Scholes option-pricing model.
The Company used the following assumptions to estimate the fair value of stock options
for the period presented:
−Removed: Nine Months Ended
+Added: Three Months Ended
+Added: September 30,
Weighted-average fair value $ 16.72 $ 2.53
Expected volatility 101.4 % - 104.6 % 113.9 %
−Removed: 113.9 % - 138.3
−Removed: 104.9 % - 113.9
−Removed: Expected term
−Removed: 0.9 years - 6.0 years
−Removed: 5.0 years - 6.2 years
+Added: Expected term 5.0 years - 6.1 years 5.3 years
Dividend yield 0.00 % 0.00 %
Risk-free interest rate 3.69 % - 4.07 % 4.10 %
−Removed: 3.87 % - 4.60
−Removed: 3.94 % - 4.92
−Removed: For the three months ended March 31, 2025 and
−Removed: 2024, stock-based compensation expenses for options granted were $ 832,793 and $ 191,844 , respectively.
−Removed: For the nine months ended March
−Removed: 31, 2025 and 2024, stock-based compensation expenses for options granted were $ 1,148,987 and $ 568,340 respectively.
−Removed: Unrecognized stock-based
−Removed: compensation expense was $ 2,562,963 , and the average expected recognition period was 1.0 years as of March 31, 2025.
The following is a schedule summarizing stock option activities for
−Removed: the periods presented:
−Removed: Three Months Ended
+Added: the periods presented ($ in thousands, except per share data):
Exercise Price
−Removed: Outstanding at January 1, 2025
−Removed: Expired/forfeited
−Removed: Outstanding at March 31, 2025
−Removed: Exercisable at March 31, 2025
−Removed: Outstanding at January 1, 2024
−Removed: Expired/forfeited
−Removed: Outstanding at March 31, 2024
−Removed: Exercisable at March 31, 2024
+Added: Outstanding at July 1, 2025
+Added: Outstanding at September 30, 2025
+Added: Exercisable at September 30, 2025
(1) Represents
−Removed: the excess of the fair value on the last day of the period (which was $ 7.21 and $ 3.00 as of March 31, 2025 and 2024, respectively) over
−Removed: the exercise price, multiplied by the number of options.
−Removed: Nine Months Ended
+Added: the excess of the fair value on the last day of the period (which was $ 16.10 as of September 30, 2025) over the exercise price, multiplied
+Added: by the number of options.
Exercise Price
Outstanding at July 1, 2024
−Removed: Expired/forfeited
−Removed: Outstanding at March 31, 2025
−Removed: Exercisable at March 31, 2025
−Removed: Outstanding at July 1, 2023
−Removed: Expired/forfeited
−Removed: Outstanding at March 31, 2024
−Removed: Exercisable at March 31, 2024
−Removed: Represents the excess of the fair value on the last day of the period (which was $7.21 and $3.00 as of March 31, 2025 and 2024, respectively) over the exercise price, multiplied by the number of options.
−Removed: Note 6 – Facility Operating Lease
+Added: Outstanding at September 30, 2024
+Added: Exercisable at September 30, 2024
+Added: (1) Represents
+Added: the excess of the fair value on the last day of the period (which was $ 3.17 as of September 30, 2024) over the exercise price, multiplied
+Added: by the number of options.
+Added: For the three months ended September 30, 2025
+Added: and 2024, stock-based compensation expenses for stock options and RSU granted were $ 1.1 million and $ 167 thousand, respectively.
+Added: stock-based compensation expense was $ 7.2 million, and the average expected recognition period was 1.8 years as of September 30, 2025.
+Added: Note 5 – Operating Lease
+Added: Lease expense for operating leases is recognized
+Added: on a straight-line basis over the term of the lease.
+Added: Right of Use (“ROU”) assets represent our right to use an underlying
+Added: asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
+Added: The Company includes
+Added: lease extension and termination options in the lease term when it is reasonably certain, based on consideration of relevant economic factors,
+Added: that such options will be exercised.
On April 1, 2021, the Company commenced a 5 -year
−Removed: operating lease for a facility in Santa Barbara, California with total lease payments of $ 781,813 .
−Removed: The Company determined the lease
−Removed: constitutes a Right of Use (ROU) asset and has recorded the present value of the lease payments as an asset and liability per ASC 842.
−Removed: The lease agreement waived the first three months of rent with payments commencing July 1, 2021.
−Removed: At the commencement of the lease, the
−Removed: net present value of the lease payments was $ 767,553 .
−Removed: In addition to these lease payments, the Company is also responsible for its shares
−Removed: of common area operating expenses and electricity.
−Removed: Such expenses are considered variable costs and are not included in the measurement
−Removed: of the lease liability.
−Removed: The lease agreement also provides for the option to extend the lease for two additional sixty-month periods.
−Removed: July 1, 2023, one of the two options to extend was considered reasonably certain of exercise, and the Company remeasured the ROU asset
−Removed: and lease liability.
−Removed: The Company recorded the net present value of $ 1,189,606 for both the ROU asset and lease liability on July 1, 2023.
+Added: operating lease for a facility in Goleta, California.
+Added: The lease agreement includes extending the lease for two additional sixty-month
+Added: As of July 1, 2023, the Company determined that one of the two extension options was reasonably certain of exercise.
+Added: the Company remeasured the ROU asset and lease liability to reflect the updated lease term.
+Added: On September 21, 2025, the Company commenced a
+Added: 5 -year operating lease for an office in Goleta, California with total lease payments of $ 303 thousand.
+Added: The Company recorded the net
+Added: present value of $ 274 thousand for both the ROU asset and lease liability on September 5, 2025.
The following table presents maturities of operating
−Removed: lease liabilities on an undiscounted basis as of March 31, 2025:
−Removed: For the years ending June 30,
−Removed: Remainder of 2025
+Added: lease liabilities on an undiscounted basis as of September 30, 2025 ($ in thousands):
+Added: Years ending June 30,
Less imputed interest
−Removed: Total lease liability
−Removed: lease liability, current portion
−Removed: Lease liability, long term portion
−Removed: The lease term and the discount rate for the lease
−Removed: at March 31, 2025 are 6.0 years and 4.00 %, respectively.
−Removed: The total lease expenses were $ 48,349 and $ 31,398 for the three months ended
−Removed: March 31, 2025 and 2024, respectively, and $ 131,231 and $ 125,656 for the nine months ended March 31, 2025 and 2024, respectively.
−Removed: variable costs for common area operating expenses and electricity were $ 30,801 and $ 42,821 for the three months ended March 31, 2025 and
−Removed: 2024, respectively, and $ 168,816 and $ 194,667 for the nine months ended March 31, 2025 and 2024, respectively.
+Added: Total lease liability - operating
+Added: lease liability - operating, current portion
+Added: Lease liability - operating, long-term portion
+Added: The weighted average remaining lease term and
+Added: the discount rate for the lease at September 30, 2025 are 5.4 years and 3.97 %, respectively.
+Added: The total lease expenses were $ 48 thousand
+Added: and $ 41 thousand for the three months ended September 30, 2025 and 2024, respectively.
+Added: The variable costs for common area operating expenses
+Added: and electricity were $ 101 thousand and $ 84 thousand for the three months ended September 30, 2025 and 2024, respectively.
Note 6 – Warrants to Purchase Common
−Removed: In connection with the public offering completed
−Removed: on March 26, 2025, the Company issued warrants to the underwriter to purchase up to 131,427 shares, representing 5.0 % of the total shares
−Removed: sold in the offering (including any shares issued pursuant to the underwriter’s over-allotment option).
−Removed: The warrants are exercisable at
−Removed: a price of $ 6.04 per share, which is equal to 115 % of the public offering price of $ 5.25 per share.
+Added: The warrants are exercisable at any time prior
+Added: to their expiration dates and include a provision that allows for cashless exercise at the time of exercise.
+Added: Under the cashless exercise
+Added: provision, the holder may elect to receive a reduced number of shares of common stock determined according to a formula based on the fair
+Added: market value of the Company’s common stock at the time of exercise, rather than paying the exercise price in cash.
The following warrants to purchase common stock
−Removed: were outstanding as of March 31, 2025:
+Added: were outstanding as of September 30, 2025:
Number of Shares Exercise Price Expiration Date
7 unchanged sentences
131,427 6.04 March 26, 2030
−Removed: Note 8 – Concentration of Credit Risk and Significant Customers
−Removed: The Company manages its credit risk associated
−Removed: with exposure to its direct customers on outstanding accounts receivable through the application of credit approvals and other monitoring
−Removed: The Company closely monitors the aging of accounts receivable from its direct customers.
−Removed: Significant customers are those that
−Removed: represent 10% or more of revenue or accounts receivable.
−Removed: Total revenues, by percentage, from individual
−Removed: customers representing 10% or more of total revenues in the respective periods were as follows:
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: than 10% of total
−Removed: Accounts receivable, by percentage, from individual customers representing
−Removed: 10% or more of accounts receivable are set forth in the following table:
−Removed: March 31, 2025
−Removed: than 10% of total
−Removed: Customers A, B, C, D and E are government agencies.
−Removed: Note 9 – Subsequent Event
+Added: Note 7 – Subsequent Events
The 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
−Removed: the notes to the financial statements or would be required to be recognized as of March 31, 2025.
+Added: the notes to the financial statements or would be required to be recognized as of September 30, 2025.
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.