Form 8-K - Current report

 

 

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): February 12, 2024

 

Aeluma, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-56218		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: none.

 

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 2.02 Results of Operations and Financial Condition.

 

On February 12, 2024, Aeluma, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended December 31, 2023, which were disclosed in the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on February 12, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Exhibit
99.1		Press Release of Aeluma, Inc. dated February 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: February 12, 2024	By:	/s/ Jonathan Klamkin
		Jonathan Klamkin
		President, Chief Executive Officer and Director

 

 

2

 

 

Exhibit 99.1

 

 

Aeluma Provides Second Quarter 2024 Results

 

GOLETA, CA – February 12, 2024 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective technologies for LiDAR (light detection and ranging), communication, and sensing, today provided a corporate update and announced financial results for the second quarter of fiscal 2024, ended December 31, 2023.

 

Recent Company Highlights

 

●	Increased sequential revenue in the quarter, derived from previously announced Navy contracts and existing customer contract

 

●	Appointed semiconductor industry veteran, Craig Ensley, to Board of Directors

 

●	Exhibited and presented at SPIE Photonics West, the world’s premier event for lasers, biomedical optics and biophotonic technologies, quantum, and optoelectronics, January 30 - February 1, 2024

 

●	Awarded government funding from U.S. Office of Secretary of Defense to develop foundry-scale, CMOS-Compatible quantum materials

 

Management Commentary

 

“The early revenues are indicative of the rapid progress we are making to demonstrate our technology in multiple applications,” said Aeluma Founder and CEO, Jonathan Klamkin, Ph.D. “We believe the government and research contracts, along with industry sampling, are the preliminary steps toward broad adoption of our technology, in the automotive LiDAR, mobile, AR/VR, quantum, communication, and defense & aerospace markets. There is a high demand for high-performance, cost-effective, and scalable semiconductors, and we are positioning our technology to impact a range of market verticals.”

 

Financial Results

 

During the quarter ended December 31, 2023, revenue was $262,992, compared to $32,400 in the quarter ended September 30, 2023 and $0 in the quarter ended December 30, 2022.

 

The Company incurred a net loss of $1.13 million, or $0.09 per basic and diluted share, for the quarter ended December 31, 2023, compared to a net loss of $1.48 million, or $0.12 per basic and diluted share, for the quarter ended September 30, 2023 and a net loss of $1.08 million, or $0.10 per basic and diluted share, for the quarter ended December 31, 2022.

 

The Company had $2.42 million in cash and cash equivalents as of December 31, 2023, compared to $5.07 million as of June 30, 2023.

 

The total number of shares outstanding was 12,167,930 as of December 31, 2023.

 

Note about Non-GAAP Financial Measures

 

This press release includes and makes reference to certain non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Aeluma believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Aeluma believes that these non-GAAP financial measures provide additional insight into Aeluma’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate Aeluma’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP results exclude the effect of stock-based compensation, depreciation and amortization.

 

A reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this press release.

 

 

 

 

About Aeluma, Inc.

 

Aeluma (www.aeluma.com) develops novel optoelectronics for sensing and communication applications. Aeluma has pioneered a technique to manufacture semiconductor chips using high-performance compound semiconductor materials on large-diameter substrates that are commonly used for mass-market microelectronics. The technology has the potential to enhance performance and scale manufacturing, both of which are critical for emerging applications. Aeluma is developing a streamlined business model from its headquarters in Santa Barbara, California that has a state-of-the-art manufacturing cleanroom. Its transformative semiconductor chip technology may impact a variety of markets including automotive LiDAR, mobile, defense & aerospace, AR/VR, AI, quantum, and communication. Aeluma differentiates itself with unique semiconductor manufacturing capability, proprietary technology, the ability to perform rapid prototyping, and a broad set of product offerings.

 

Forward-Looking Statements

 

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to the Company’s expectations regarding its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations with its partners and investors. These statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

 

Company

 

Aeluma, Inc.

[phone]

[e-mail]

 

Investor Contact:

 

Bishop IR

Mike Bishop

[phone]

[e-mail]

 

2

 

 

Aeluma, Inc. and Subsidiary

Consolidated Balance Sheets (unaudited)

 

		December 31, 2023				September 30, 2023				December 31, 2022
Assets
Current assets:
Cash and cash equivalents		$	2,423,054			$	3,757,227			$	3,062,316
Accounts receivable			192,992				10,900				-
Deferred compensation, current portion			27,925				27,925				481,544
Prepaids and other current assets			155,647				224,015				219,300
Total current assets			2,799,618				4,020,067				3,763,160
Property and equipment:
Equipments			1,373,946				1,216,253				646,242
Leasehold improvements			546,864				547,367				541,559
Accumulated depreciation			(430,728	)			(369,479	)			(188,834	)
Property and equipment, net			1,490,082				1,394,141				998,967
Intangible assets			8,333				9,083				11,333
Right of use asset - facility			1,012,342				1,052,318				413,838
Deferred compensation, long term portion			6,171				13,152				-
Other assets			13,014				13,014				13,014
Total assets		$	5,329,560			$	6,501,775			$	5,200,312
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	162,823			$	319,886			$	171,383
Accrued expenses and other current liabilities			163,900				156,942				97,706
Lease liability, current portion			124,145				121,893				159,582
Total current liabilities			450,868				598,721				428,671
Lease liability, long term portion			1,006,736				1,038,497				378,222
Total liabilities			1,457,604				1,637,218				806,893
Commitments and contingencies			-				-				-
Stockholders’ equity:
Preferred stock			-				-				-
Common stock			1,217				1,217				1,132
Additional paid-in capital			15,543,634				15,407,715				10,685,361
Accumulated deficit			(11,672,895	)			(10,544,375	)			(6,293,074	)
Total stockholders’ equity			3,871,956				4,864,557				4,393,419
Total liabilities and stockholders’ equity		$	5,329,560			$	6,501,775			$	5,200,312

 

3

 

 

Aeluma, Inc. and Subsidiary

Consolidated Statements of Operations (unaudited)

 

		Three Months Ended												Six Months Ended
		December 31, 2023				September 30, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Revenue		$	262,992			$	32,400			$	-			$	295,392.00			$	-
Operating expenses:
Cost of revenue			136,767				15,139				-				151,906				-
Research and development			651,099				834,869				767,784				1,485,968				1,604,260
General and administrative			603,925				665,103				387,110				1,269,028				1,117,321
Total expenses			1,391,791				1,515,111				1,154,894				2,906,902				2,721,581
Loss from operations			(1,128,799	)			(1,482,711	)			(1,154,894	)			(2,611,510	)			(2,721,581	)
Other income:
Sub-lease rental income and other income			-				-				74,165				-				110,516
Interest income			279				402				180				681				475
Total other income			279				402				74,345				681				110,991
Loss before income tax expense			(1,128,520	)			(1,482,309	)			(1,080,549	)			(2,610,829	)			(2,610,590	)
Income tax expense			-				-				-				-				-
Net loss		$	(1,128,520	)		$	(1,482,309	)		$	(1,080,549	)		$	(2,610,829	)		$	(2,610,590	)
Loss per share - basic and diluted		$	(0.09	)		$	(0.12	)		$	(0.10	)		$	(0.21	)		$	(0.24	)
Weighted average common shares outstanding - basic and diluted			12,167,930				12,669,229				10,795,872				12,418,579				10,722,937

 

Aeluma, Inc. and Subsidiary

Reconciliation of GAAP and Non-GAAP Net Loss (unaudited)

 

		Three Months Ended												Six Months Ended
		December 31, 2023				September 30, 2023				December 31, 2022				December 31, 2023				December 31, 2022
GAAP net loss		$	(1,128,520	)		$	(1,482,309	)		$	(1,080,549	)		$	(2,610,829	)		$	(2,610,590	)
Adjustments:
Stock-based compensation - Stock option			135,919				240,577				107,361				376,496				177,451
Consulting and advisory - Restricted stock award			6,981				11,957				216,977				18,938				491,954
Depreciation			61,249				69,034				53,089				130,283				91,847
Amortization			750				750				750				1,500				1,500
Total adjustments to GAAP net loss			204,899				322,318				378,177				527,217				762,752
Non-GAAP net loss		$	(923,621	)		$	(1,159,991	)		$	(702,372	)		$	(2,083,612	)		$	(1,847,838	)
GAAP net loss per share - basic and diluted		$	(0.09	)		$	(0.12	)		$	(0.10	)		$	(0.21	)		$	(0.24	)
Adjustment			0.01				0.03				0.03				0.04				0.07
Non-GAAP net loss per share - basic and diluted		$	(0.08	)		$	(0.09	)		$	(0.07	)		$	(0.17	)		$	(0.17	)

 

4

 

 

Aeluma, Inc. and Subsidiary

Consolidated Statements of Cash Flows (unaudited)

 

		Six Months Ended
		December 31, 2023				December 31, 2022
Operating activities:
Net loss		$	(2,610,829	)		$	(2,610,590	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred compensation			18,938				491,954
Stock-based compensation expense			376,496				177,451
Depreciation and amortization expense			131,783				93,347
Change in accounts receivable			(3,753	)			-
Change in prepaids and other current assets			(135,704	)			(191,638	)
Change in accounts payable			(298,974	)			57,283
Change in accrued expenses and other current liabilities			41,698				(19,002	)
Net cash used in operating activities			(2,480,345	)			(2,001,195	)
Investing activities:
Purchase of equipment			(164,290	)			(26,629	)
Payment for leasehold improvements			-				(77,197	)
Net cash used in investing activities			(164,290	)			(103,826	)
Financing activities:
Repurchase of common stock			(4,001	)			-
Proceeds from Private Placement, net of offering costs			-				1,426,615
Net cash (used in) provided by financing activities			(4,001	)			1,426,615
Net change in cash			(2,648,636	)			(678,406	)
Cash, beginning of period			5,071,690				3,740,722
Cash, end of period		$	2,423,054			$	3,062,316

 

 

5

 

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2024
Entity File Number	000-56218
Entity Registrant Name	Aeluma, Inc.
Entity Central Index Key	0001828805
Entity Tax Identification Number	85-2807351
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	27 Castilian Drive
Entity Address, City or Town	Goleta
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93117
City Area Code	805
Local Phone Number	351-2707
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---