Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements and Related Disclosure
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. Mr. 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. Mr. 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 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
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)
3.2
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)
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
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.
20
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 by the undersigned thereunto duly authorized.
Aeluma, Inc.
Date: February 11, 2026
By:
/s/ Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
President and Chief Executive Officer
(Duly Authorized Officer)
Date: February 11, 2026
By:
/s/ Christopher Stewart
Name:
Christopher Stewart
Title:
Chief Financial Officer (Principal Financial Officer and Accounting Officer)
21
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.