What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2026-02-11 · 163 added, 117 removed, 433 unchanged (39% of the section changed)

25 unchanged sentences

Preferred stock, $ 0.0001 par value:

10,000,000 authorized, and none issued and outstanding at December 31, 2025 and June 30, 2025

10,000,000 authorized, and none issued and outstanding at March 31, 2026 and June 30, 2025

Common stock, $ 0.0001 par value:

50,000,000 shares authorized, and 18,002,949 and 15,864,360 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively

50,000,000 shares authorized, and 18,113,554 and 15,864,360 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

Nine Months Ended

Operating expenses:

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Total operating expenses

Income (loss) from operations

Loss from operations

Other income (expense):

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Total other income (expense), net

Loss before income tax expense

Income (loss) before income tax expense

Income tax expense

Loss per share - basic and diluted

Weighted average common shares outstanding - basic and diluted

Net income (loss)

Net income (loss) per share:

Weighted average common shares outstanding:

The accompanying notes are an integral part of

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($ in thousands)

Three Months Ended December 31, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

Stockholders’

Balance, October 1, 2025

Balance, January 1, 2026

Restricted stock units vested

Restricted stock units surrendered due to net share settlement to satisfy employee tax liability

Stock options exercised

1 unchanged sentence

Stock-based compensation

Balance, December 31, 2025

Balance, March 31, 2026

Stockholders’

Balance, October 1, 2024

Balance, January 1, 2025

Issuance of common stock, net of offering costs

Conversion of convertible notes

Conversion of derivative liabilities

Stock options exercised

Stock warrants exercised

Stock-based compensation

Balance, December 31, 2024

Six Months Ended December 31, 2025 and 2024

Balance, March 31, 2025

Nine Months Ended March 31, 2026 and 2025

Stockholders’

Balance, July 1, 2025

Issuance of common stock, net of offering costs (Note 3)

Issuance of common stock, net of offering costs

Restricted stock units vested

Restricted stock units surrendered due to net share settlement to satisfy employee tax liability

Stock options exercised

1 unchanged sentence

Stock-based compensation

Balance, December 31, 2025

Balance, March 31, 2026

Stockholders’

Balance, July 1, 2024

Issuance of common stock, net of offering costs

Conversion of convertible notes

Conversion of derivative liabilities

Stock options exercised

1 unchanged sentence

Stock-based compensation

Balance, December 31, 2024

Balance, March 31, 2025

The accompanying notes are an integral part of

3 unchanged sentences

($ in thousands)

Six Months Ended

Nine Months Ended

Operating activities:

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Proceeds from public offering, net of offering costs

Payment for taxes related to net share settlement of restricted stock units

Net cash provided by financing activities

4 unchanged sentences

Right of use asset - operating obtained in exchange for lease liability -operating

Conversion of convertible notes to stockholders’ equity

Conversion of derivative liabilities to stockholders’ equity

The accompanying notes are an integral part of

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Throughout these notes, “the Company,”

“Aeluma,” “we,” “us” and “our” refer to Aeluma, Inc.

and our wholly owned subsidiary Aeluma

Operating Co.

“Aeluma,” “we,” “us”, “its” and “our” refer to Aeluma, Inc.

and our wholly

owned subsidiary Aeluma Operating Co.

(“Subsidiary”).

Aeluma develops novel optoelectronic and electronic devices for sensing, communication, and

computing applications.

Aeluma has pioneered a technique to produce semiconductor materials and chips using high-performance compound

semiconductors on large-diameter substrates commonly used to manufacture mass-market microelectronics.

This enables cost-effective manufacturing

of high-performance photodetectors and photodetector arrays for imaging applications in mobile devices and other applications.

technology is broadly applicable across mobile, automotive, artificial intelligence (“AI”), defense & aerospace, communication,

augmented reality (“AR”), virtual reality (“VR”), high-performance computing, and quantum computing.

based in Goleta, California, where the Company operates in a 9,000 sq.

facility with a state-of-the-art research and development (“R&D”)

and manufacturing cleanroom and access to world-class rapid prototyping capabilities.

The facility houses unique equipment for scalable

manufacturing.

Aeluma develops novel optoelectronic and electronic devices for sensing,

communication, and computing applications.

Aeluma has pioneered a technique to produce semiconductor materials and chips using high-performance

compound semiconductors on large-diameter substrates commonly used to manufacture mass-market microelectronics.

This enables cost-effective

manufacturing of high-performance photodetectors and photodetector arrays for imaging applications in mobile devices and other applications.

Aeluma’s technology is broadly applicable across mobile, automotive, artificial intelligence (“AI”), defense & aerospace,

communication, augmented reality (“AR”), virtual reality (“VR”), high-performance computing, and quantum computing.

Aeluma is based in Goleta, California, where the Company operates in a 9,000 sq.

facility with a state-of-the-art research and development

(“R&D”) and manufacturing cleanroom and access to world-class rapid prototyping capabilities.

The facility houses unique

equipment for scalable manufacturing.

In September 2025, the Company added a second facility with 2,400 sq.

of office and meeting space, also in Goleta,

of office and meeting

space, also in Goleta, California.

Aeluma also partners with production-scale fabrication foundries and packaging companies.

Aeluma maintains extensive patent

protection and trade secrets related to its materials, manufacturing technology, and applications.

Aeluma maintains

extensive patent protection and trade secrets related to its materials, manufacturing technology, and applications.

The accompanying condensed consolidated financial

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and objectivity.

This Quarterly Report on Form 10-Q for the period ended December 31, 2025, should be read in conjunction with our Annual

This Quarterly Report on Form 10-Q for the period ended March 31, 2026, should be read in conjunction with our Annual

Report on Form 10-K for the fiscal year ended June 30, 2025.

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in transit, and highly liquid investments with original maturity of three months or less to be cash and cash equivalents.

As of December

31, 2026, cash and cash equivalents consisted of cash on deposit and an investment in money market funds.

23 unchanged sentences

Company currently draws revenue from two primary sources:

● Commercial product and service

Commercial product and service contracts:

Revenue is currently generated from multiple customers for R&D-related services and small-volume orders.

Government contracts:

is principally generated from R&D contracts with agencies of the U.S.

Revenue is principally generated from R&D contracts with agencies of the U.S.

government or with prime contractors.

These contracts may include

cost-reimbursement or fixed-price terms.

These contracts may include cost-reimbursement or fixed-price terms.

The Company capitalizes certain incremental costs

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or conditions.

For the three and six months ended December 31,

2025, the Company was awarded one government contract of $ 150 thousand for the provision of services and delivery of materials.

award is a firm-fixed-price contract, under which payments are made upon completion of specified performance milestones.

Revenue associated

with this contract will be recognized upon achievement of designated milestones.

For the three and six months ended December 31,

2024, the Company was awarded two government contracts of $ 11.9 million for providing services and delivering materials.

The awards are firm-fixed-price contracts that shall be paid upon completion of performance and recognized as revenue over an expected

term of 36 months.

As of December 31, 2025, total remaining performance

For the three and nine months ended March 31,

2026, the Company was awarded government contracts of $ 2.3 million and $ 2.5 million, respectively, for the provision of services

and delivery of materials.

The awards are either firm-fixed-price contracts, where payments are made upon completion of specified performance

milestones, or cost-reimbursement contracts, where allowable costs are reimbursed with an additional fee.

For the three and nine months

ended March 31, 2025, the Company was awarded two government contracts of $ 11.9 million for providing services and delivering

The awards are firm-fixed-price contracts.

As of March 31, 2026, total remaining performance

obligations under all obligated government contracts amounted to $ 8.9 million.

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by applying the treasury stock method.

For the three and six months ended December 31, 2025, 1,724,069 shares underlying stock

For the three and nine months ended March 31, 2026, 1,883,328 shares underlying stock

options, 274,493 shares underlying RSUs and 394,408 shares underlying warrants were excluded from the calculation of diluted income per

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represent 10% or more of revenue or accounts receivable.

For the three months ended December 31, 2025, 67 % and 15 % of our revenue was

derived from two customers and, for the three months ended December 31, 2024, 76 % of our revenue was derived from one customer.

six months ended December 31, 2025, 69 % and 17 % of our revenue was derived from two customers and, for the six months ended December 31,

2024, 59 % and 11 % of our revenue was derived from two customers.

As of December 31, 2025, 93 % of accounts receivables were attributable

to one customer and, as of June 30, 2024, 100 % of accounts receivable were attributable to one customer.

All customers are government

For the three months ended March 31, 2026, 60 % and 16 % of our revenue was derived

from two customers and, for the three months ended March 31, 2025, 90 % of our revenue was derived from one customer.

For the nine months

ended March 31, 2026, 68 % and 15 % of our revenue was derived from two customers and, for the nine months ended March 31, 2025, 70 % of

our revenue was derived from one customer.

As of March 31, 2026, 76 % and 17 % of accounts receivables were attributable to two customers

and, as of June 30, 2025, 100 % of accounts receivable were attributable to one customer.

All customers are government agencies.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified

for consistency with the current year presentation.

These reclassifications had no effect on the reported consolidated financial statements

Recent Accounting Pronouncements under Evaluation

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the carrying amount of convertible notes, totaling $ 1.7 million, including unamortized debt discount of $ 1.5 million, was reclassed to

For the three and six months ended December 31, 2024, the Company recorded amortization of discount on convertible notes

of $ 283 thousand and $ 428 thousand, respectively.

For the three and nine months ended March 31, 2025, the Company recorded amortization of discount on convertible notes of

$ 287 thousand and $ 715 thousand, respectively.

Note 3 – Stockholders’ Equity

4 unchanged sentences

is 50,000,000 shares of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock.

shares were issued or outstanding as of December 31, 2025.

shares were issued or outstanding as of March 31, 2026.

Registration Rights Agreement

19 unchanged sentences

therefore, no liability has been recorded.

Public Offering of Common Stock

Public Offerings of Common Stock

In March 2025, the Company sold an aggregate of

2,285,571 shares of its common stock in an underwritten public offering (the “March Offering”) for gross proceeds of $ 13.8

million, resulting in net proceeds of $ 12.6 million after underwriting discounts, commissions, and offering expenses.

The Company issued

to the underwriter warrants to purchase up to 131,427 shares which are exercisable for a per share price of $ 6.04 through March 2035.

2,628,571 shares of its common stock in an underwritten public offering for gross proceeds of $ 13.8 million, resulting in net proceeds

of $ 12.6 million after underwriting discounts, commissions, and offering expenses.

The Company issued to the underwriter warrants to purchase

up to 131,427 shares which are exercisable for a per share price of $ 6.04 through March 2035.

See Note 6 - Warrants

On September 19, 2025, the Company sold 1,955,000

shares of its common stock in an underwritten public offering (the “September Offering”) for gross proceeds of $ 25.4 million,

resulting in net proceeds of $ 23.4 million after underwriting discounts, commission, and offering expenses.

shares of its common stock in an underwritten public offering for gross proceeds of $ 25.4 million, resulting in net proceeds of $ 23.4

million after underwriting discounts, commission, and offering expenses.

On March 20, 2026, we entered into a sales agreement,

pursuant to which we may sell shares of our common stock having an aggregate offering price of up to $ 50 million, through an “at-the-market”

offering program.

As of March 31, 2026, no sales of our common stock were transacted under this agreement.

We are not obligated to sell,

and the agents are not obligated to buy or sell, any shares under the agreement.

Any shares will be offered and sold under the agreement

will be pursuant to the Company’s effective shelf registration statement on Form S-3.

Note 4 – Stock-Based Compensation

13 unchanged sentences

statements of operations over the applicable service periods.

For the three and six months ended December 31,

2024, $ 7 and $ 14 thousand, respectively, were recognized as consulting expense in the condensed consolidated statements of operations.

All related shares had vested and the associated expense was fully amortized as of December 31, 2025.

Accordingly, as of December 31,

For the three and nine months ended March 31,

2025, $ 3 thousand and $ 17 thousand, respectively, were recognized as consulting expense in the condensed consolidated statements of operations.

All related shares had vested and the associated expense was fully amortized as of March 31, 2026.

Accordingly, as of March 31, 2026,

there was no deferred compensation remaining in the condensed consolidated balance sheets.

18 unchanged sentences

is subject to the recipient’s continued service with the Company through the applicable vesting date.

December 31, 2025

During the three months ended March 31, 2026,

the Company granted RSUs to employees representing rights to acquire up to 139,850 shares of common stock.

The RSUs are scheduled

to vest over varying periods of up to four years.

Each vesting installment is subject to the recipient’s continued service with

the Company through the applicable vesting date.

March 31, 2026

Three Months Ended

Six Months Ended

Nine Months Ended

Beginning balance

5 unchanged sentences

and vest in one month to forty-eight months.

The right to exercise vested options is contingent upon the optionee’s continued service with

the Company through each applicable vesting date.

The right to exercise vested options is contingent upon the optionee’s continued

service with the Company through each applicable vesting date.

For the three months ended December 31, 2025,

2 unchanged sentences

the tenth anniversary of their dates of grant, have exercise prices ranging from $ 14.71 to $ 16.31 , and vest in one month to forty-eight

The right to exercise vested options is contingent upon the optionee’s continued service with the Company through each

applicable vesting date.

The right to exercise vested options is contingent upon the optionee’s continued service with the Company through

each applicable vesting date.

For the three months ended March 31, 2026, the

Company granted to employees options to purchase up to 262,800 shares of common stock.

The stock options expire on the tenth anniversary

of their dates of grant, have exercise prices ranging from $ 12.20 to $ 21.60 , and vest over varying periods of up to five years.

to exercise vested options is contingent upon the optionee’s continued service with the Company through each applicable

vesting date.

The Company estimates the fair value of each option

2 unchanged sentences

for the period presented:

Nine Months Ended

Weighted-average fair value

13 unchanged sentences

Exercise Price

Outstanding at October 1, 2025

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Outstanding at January 1, 2026

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Exercise Price

Outstanding at October 1, 2024

Outstanding at December 31, 2024

Exercisable at December 31, 2024

(1) Represents the excess of the fair value on the last day of the period (which was $ 17.17 and $ 7.65 as of December 31, 2025 and 2024, respectively) over the exercise price, multiplied by the number of options.

Six Months Ended

Outstanding at January 1, 2025

Outstanding at March 31, 2025

Exercisable at March 31, 2025

(1) Represents the excess of the fair value on the last day of the period (which was $ 13.09 and $ 7.21 as of March 31, 2026 and 2025, respectively) over the exercise price, multiplied by the number of options.

Nine Months Ended

Exercise Price

Outstanding at July 1, 2025

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Exercise Price

Outstanding at July 1, 2024

Outstanding at December 31, 2024

Exercisable at December 31, 2024

For the three months ended December 31, 2025 and

Outstanding at March 31, 2025

Exercisable at March 31, 2025

(1) Represents

the excess of the fair value on the last day of the period (which was $ 13.09 and $ 7.21 as of March 31, 2026 and 2025, respectively) over

the exercise price, multiplied by the number of options.

The Company granted performance-based equity awards

that vest upon achievement of specified sales targets over a defined performance period.

Stock-based compensation expense is recognized

only when achievement of the sales targets is considered probable.

The Company reassesses this probability at each reporting date and

adjusts expense accordingly.

If the targets are not deemed probable, no expense is recognized and any previously recognized amounts are

For both the three and nine months ended March 31, 2026, the Company recognized $ 44 thousand of expense related to these awards.

As of March 31, 2026, remaining unrecognized compensation cost for these grants was $ 1.2 million, to be recognized over 4.8 years , subject

to achieving the sales targets.

For the three months ended March 31, 2026 and

2025, stock-based compensation expenses for stock options and RSUs were $ 1.1 million and $ 832 thousand, respectively.

For the six months

ended December 31, 2025 and 2024, stock-based compensation expenses for stock options and RSUs were $ 2.1 million and $ 316 thousand, respectively.

Unrecognized stock-based compensation expense was $ 8.5 million, and the average expected recognition period was 1.7 years as of December

For the nine months

ended March 31, 2026 and 2025, stock-based compensation expenses for stock options and RSUs were $ 3.2 million and $ 1.1 million, respectively.

Unrecognized stock-based compensation expense was $ 13.0 million, and the average expected recognition period was 2.0 years as of March

Note 5 – Operating Lease

6 unchanged sentences

that such options will be exercised.

The Company is party to a 5 -year operating lease

for a facility in Goleta, California through April 1, 2026.

The lease agreement includes options to extend for two additional sixty-month

As of July 1, 2023, the Company determined that one of the two extension options was reasonably certain of exercise.

the Company remeasured the ROU asset and lease liability to reflect the updated lease term.

The Company entered into an amendment dated November

20, 2025, which modified its existing lease originally executed on February 22, 2021, for a facility in Goleta, California, reflecting

the exercise of one of the two original sixty-month extension options and extending the lease term for an additional five years from April

1, 2026 through March 31, 2031.

The Company has one option to extend the term for an additional five years remaining under the lease .

The Company is party to a 5 -year operating lease

3 unchanged sentences

The following table presents maturities of operating

lease liabilities on an undiscounted basis as of December 31, 2025 ($ in thousands):

lease liabilities on an undiscounted basis as of March 31, 2026 ($ in thousands):

Years ending June 30,

4 unchanged sentences

The weighted average remaining lease term and

the discount rate for the lease at December 31, 2025 are 5.1 years and 3.95 %, respectively.

The total lease expenses were $ 57 thousand

and $ 41 thousand for the three months ended December 31, 2025 and 2024, respectively.

the discount rate for the lease at March 31, 2026 are 4.8 years and 3.95 %, respectively.

The total lease expenses were $ 57 thousand and

$ 83 thousand for the six months ended December 31, 2025 and 2024, respectively.

The variable costs for common area operating expenses

and electricity were $ 57 thousand and $ 54 thousand for the three months ended December 31, 2025 and 2024, respectively.

The variable costs

for common area operating expenses and electricity were $ 158 thousand and $ 138 thousand for the six months ended December 31, 2025 and

2024, respectively.

$ 48 thousand for the three months ended March 31, 2026 and 2025, respectively.

The total lease expenses were $ 161 thousand and $ 131 thousand

for the nine months ended March 31, 2026 and 2025, respectively.

The variable costs for common area operating expenses and electricity

were $ 87 thousand and $ 31 thousand for the three months ended March 31, 2026 and 2025, respectively.

The variable costs for common area

operating expenses and electricity were $ 245 thousand and $ 231 thousand for the nine months ended March 31, 2026 and 2025, respectively.

Note 6 – Warrants

4 unchanged sentences

the exercise price in cash.

During the three months ended December 31, 2025, warrants to purchase 131,427 shares were exercised, resulting

During the three months ended March 31, 2026, warrants to purchase 8,000 shares were exercised, resulting

in the issuance of 7,005 shares of common stock.

During the six months ended December 31, 2025, warrants to purchase 140,480 shares

were exercised, resulting in the issuance of 132,539 shares of common stock.

During the nine months ended March 31, 2026, warrants to purchase 148,480 shares were

exercised, resulting in the issuance of 139,544 shares of common stock.

The following warrants to purchase common stock

were outstanding as of December 31, 2025:

were outstanding as of March 31, 2026:

Number of Shares Exercise Price Expiration Date

7 unchanged sentences

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-Q

Item 1. Financial Statements