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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): September
17, 2025
Aeluma, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42570 |
|
85-2807351 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
27 Castilian Drive
Goleta, California |
|
93117 |
| (Address of principal executive offices) |
|
(Zip Code) |
805-351-2707
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
ALMU |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 17, 2025, Aeluma,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital
Group LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to the issuance
and sale by the Company of 1,700,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
in its previously announced public offering (the “Offering”). The public offering price in the Offering was $13.00 per share
of Common Stock. In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to 255,000 additional
shares of its Common Stock at the public offering price, less the underwriting discount, and on September 18, 2025, the Underwriters
exercised such option to purchase an additional 255,000 shares of Common Stock. The Offering closed on September 19, 2025.
The net proceeds to the Company
from the Offering are expected to be approximately $23.4 million, after deducting underwriting discounts and commissions and after payment
of estimated offering expenses of approximately $200,000.
The Company intends to use the
net proceeds from the Offering, together with its existing cash and cash equivalents, for expansion of business development efforts including
(i) advancing manufacturing processes for production; (ii) hiring new employees; and (iii) working capital and general business purposes.
The Company is making
the Offering pursuant to the Company’s effective shelf registration statement on
Form S-3 (File No. 333-289135) previously filed with and declared effective by the Securities and Exchange
Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC on September 18,
2025.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
other obligations of the parties and termination provisions.
The representations, warranties
and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description
of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference
herein.
A copy of the opinion of Hunter
Taubman Fischer & Li LLC relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit
5.1 hereto.
Item 7.01 Regulation FD Disclosure.
On September 17, 2025, the
Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
On September 18, 2025, the
Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
The information contained
in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the SEC nor incorporated
by reference in any registration statement filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
Exhibit
Number |
|
Exhibit |
| 1.1 |
|
Underwriting Agreement dated September 17, 2025, by and between the Company and Craig-Hallum Capital Group LLC, in its capacity as the representative of the several underwriters |
| 5.1 |
|
Opinion of Hunter Taubman Fischer & Li LLC |
| 23.1 |
|
Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated September 17, 2025 |
| 99.2 |
|
Press Release dated September 18, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| |
AELUMA, INC. |
| |
|
|
| Date: September 19, 2025 |
By: |
/s/ Jonathan Klamkin |
| |
|
Jonathan Klamkin |
| |
|
President, Chief Executive Officer, and Director |
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