Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements and Related Disclosure
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 (the
“10b5-1 Plan”). The 10b5-1 Plan was 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 10b5-1 Plan. On September 16, 2025 , Mr.
DenBaars terminated the 10b5-1 Plan. Accordingly, no sales were or will be made pursuant to the 10b5-1 Plan.
Other than as disclosed above, during the three
months ended September 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
S-K.
Item 6. Exhibits
Exhibit No.
Description
2.1
Agreement and Plan of Merger
and Reorganization among Parc Investments, Inc., Aeluma Operating Co. and Biond Photonics, Inc. (incorporated by reference to the
Current Report on Form 8-K filed on June 28, 2021)
3.1
Certificate
of Merger relating to the merger of Aeluma Operating Co. with and into Biond Photonics, Inc., filed with the Secretary of State of
the State of California on June 22, 2021 (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
3.2
Amended
and Restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on June 22, 2021 (incorporated
by reference to the Current Report on Form 8-K filed on June 28, 2021)
3.3
Amended
and Restated Bylaws. (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.1
Form
of Lock Up Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.2
Form
of Placement Agent Warrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
4.3
Description
of Securities (incorporated by reference to the Annual Report on Form 10-K filed on September 25, 2023)
4.4
Underwriter
Warrant (incorporated by reference to the Current Report on Form 8-K filed on March 28, 2025)
10.2
Form
of Post-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
10.3
Form
of Pre-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
10.4
Form
of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to
the Current Report on Form 8-K filed on June 28, 2021) (incorporated by reference to the Current Report on Form 8-K filed on June
28, 2021)
22
10.5
Registration
Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to the Current
Report on Form 8-K filed on June 28, 2021)
10.6+
2021
Equity Incentive Plan and form of award agreements (incorporated by reference to the Current Report on Form 8-K filed on June 28,
2021)
10.7
Restricted
Stock Purchase Agreement between Biond Photonics, Inc. and Mr. Klamkin (incorporated by reference to the Registration Statement on
Form S-1/A filed on October 15, 2021)
10.9
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 21, 2020 (incorporated by reference
to the Registration Statement on Form S-1/A filed on October 15, 2021)
10.10
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference
to the Registration Statement on Form S-1/A filed on October 15, 2021)
10.11
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 31, 2020 (incorporated by reference to the Registration
Statement on Form S-1/A filed on October 15, 2021)
10.12
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement
on Form S-1/A filed on October 15, 2021)
10.14
Director
Agreement by and between the Company and John Paglia (incorporated by reference to the Current Report on Form 8-K filed on November
30, 2021)
10.15
Subscription
Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)
10.16
Registration
Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)
10.17
Form
of Note Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)
10.18
Form
of Note (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)
10.19
Independent
Director Agreement with Craig Ensley, effective as of December 14, 2023 (Incorporated by reference to the Registration Statement
on Form S-1/A filed on October 7, 2024)
10.20
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)
10.21
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)
10.22
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)
10.23
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)
14.1
Code
of Ethics (incorporated by reference to the Annual Report on Form 10-K filed on September 25, 2023)
16.1
Reserved.
21.1
Subsidiaries
of the Registrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)
31.1
Certification
of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2
Certification
of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1
Certification
of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2
Certification
of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
97.1
Policy
Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to the Annual Report on Form 10-K on September
27, 2024)
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Indicates
a management contract or compensatory plan, contract, or arrangement.
* In
accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32.1 herewith
are deemed to accompany this Form 10-K and will not be dee med 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.
23
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.
Aeluma, Inc.
Date: November 12, 2025
By:
/s/ Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2025
By:
/s/ Christopher Stewart
Name:
Christopher Stewart
Title:
Chief Financial Officer (Principal Financial Officer and Accounting Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.