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Item 5. Other Information

2026-02-11 compared with 2025-11-12 · 42 added, 92 removed, 14 unchanged (91% of the section changed)

1 unchanged sentence

Insider Trading Arrangements and Related Disclosure

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

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.

On November 20, 2025 , Steven DenBaars , adopted a “Rule

10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act, that is intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) and provides for the sale of up to 100,000 shares of the Company’s common

stock, subject to the price conditions and formulas specified in the trading arrangement.

The term of the trading arrangement expires

upon the earlier of the date all shares have been sold pursuant to the trading arrangement and November 19, 2026.

DenBaars is a member

of the Company’s board of directors.

On December 3, 2025 , Jonathan Klamkin , adopted a Rule

10b5-1 trading arrangement that provides for the sale of up to 150,000 shares of the Company’s common stock, subject to

the price conditions and formulas specified in the trading arrangement.

The term of the trading arrangement expires upon the earlier of

the date all shares have been sold pursuant to the trading arrangement and September 2, 2026.

Klamkin is our President and Chief Executive

Officer and Chairman of the Company’s board of directors.

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

months ended December 31, 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

Agreement and Plan of Merger

and Reorganization among Parc Investments, Inc., Aeluma Operating Co.

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)

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)

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)

and Restated Bylaws.

(incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

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

of Placement Agent Warrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

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

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

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

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

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

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)

Equity Incentive Plan and form of award agreements (incorporated by reference to the Current Report on Form 8-K filed on June 28,

Stock Purchase Agreement between Biond Photonics, Inc.

Klamkin (incorporated by reference to the Registration Statement on

Form S-1/A filed on October 15, 2021)

Restricted Stock Purchase Agreement between Biond Photonics, Inc.

DenBaars, dated December 21, 2020 (incorporated by reference

to the Registration Statement on Form S-1/A filed on October 15, 2021)

Restricted Stock Purchase Agreement between Biond Photonics, Inc.

DenBaars, dated June 10, 2021 (incorporated by reference

to the Registration Statement on Form S-1/A filed on October 15, 2021)

Agreement between Biond Photonics, Inc.

DenBaars, dated December 31, 2020 (incorporated by reference to the Registration

Statement on Form S-1/A filed on October 15, 2021)

Agreement between Biond Photonics, Inc.

DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement

on Form S-1/A filed on October 15, 2021)

Agreement by and between the Company and John Paglia (incorporated by reference to the Current Report on Form 8-K filed on November

Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

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

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

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)

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

Indemnification

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

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)

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)

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

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

Certification

of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Certification

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

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

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)

Amended and Restated Bylaws.

(incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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

Inline XBRL Instance Document