Aeluma Inc美股招股说明书(2025-05-14版)

A.Our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the Securities Exchange Commission This Prospectus Supplement should be read in conjunction with the Prospectus, which is required to be delivered with thisProspectus Supplement.This Prospectus Supplement updates, amends and supplements the information included in the Prospectus. Ifthere is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the The purchase of the securities offered through the Prospectus involves a high degree of risk. Before making anyinvestment in our common stock and/or warrants, you should carefully consider the risk factors section beginning on page 6 ofthe Prospectus. Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal The date of this Prospectus Supplement is May 12, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM10-Q OF 1934For the transition period from _______ to _______ Commission File Number: 001-42570 Delaware85-2807351 --1,218$15,735,477$(12,635,546) Nine Months Ended March 31, 2025 and 2024 Common StockAdditionalpaid-inAccumulatedTotalStockholderSharesAmountcapitalDeficitEquityBalance, July 1, 202412,178,424$1,218$15,899,304$(13,624,361)$2,276,161Issuance of common stock, net of offering costs2,628,57126312,587,176-12,587,439 Stock-based compensationNet loss Balance, March 31, 2025 Common StockAdditionalpaid-inAccumulatedTotalStockholderSharesAmountcapitalDeficitEquityBalance, July 1, 202312,817,500$1,282$15,171,074$(9,062,066)$6,110,290 Operating activities: $(2,163,550)$(3,573,480)Adjustments to reconcile net loss to net cash used in operating activities:Amortization of deferred compensation17,047Stock-based compensation expense1,148,986Depreciation and amortization expense307,150 Change in accounts payableChange in accrued expenses and other current liabilities Net cash used in operating activities(1,082,677) Purchase of equipmentNet cash used in investing activities Financing activities:Repurchase of common stock-Proceeds from stock option exercise10,000Proceeds from convertible notes issuance (Note 3)3,145,000 Note 1 – The CompanyAeluma, Inc. (the “Company”) develops novel optoelectronic and electronic devices for sensing, communication, and computingapplications. Aeluma has pioneered a technique to produce semiconductor materials and chips using high-performance compoundsemiconductors on large-diameter substrates commonly used to manufacture mass market microelectronics. This enables cost-effectivemanufacturing of high-performance photodetectors and photodetector arrays for imaging applications in mobile devices and otherapplications. Aeluma’s technology is broadly applicable across mobile, automotive, AI, defense & aerospace, communication, AR/VR, Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist inunderstanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the quarter ended March 31, 2025, should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 30,2024. The accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain alldisclosures required by GAAP. The interim financial data are unaudited; however, in the opinion of Aeluma, Inc., the interim datainclude all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interimperiods. Results for interim periods are not necessarily indicative of those to be expected for the full year. the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results ofoperations will be affected.Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had noeffect on the reported consolidated financial statements. The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities ofthree months or less to be cash and cash equivalents. The Company invests its excess cash in certificates of deposit issued by fina