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Aeluma Inc美股招股说明书(2025-11-14版)

2025-11-14美股招股说明书D***
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Aeluma Inc美股招股说明书(2025-11-14版)

Prospectus Supplement No. 4 Dated November 14, 2025(To Prospectus Dated October 6, 2023) Aeluma, Inc.11,010,002 shares of Common Stock This Prospectus Supplement No. 4 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., aDelaware corporation (the “Company,” “we,” “us,” or “our”) dated October 6, 2023, as amended (the “Prospectus”), with thefollowing attached document which we filed with the Securities and Exchange Commission: A.Our Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities ExchangeCommission on November 12, 2025. 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 theinformation in this Prospectus Supplement. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements to it. 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. You should rely only on the information contained in the Prospectus, as supplemented or amended by this ProspectusSupplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you withdifferent information. 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 criminaloffense. The date of this Prospectus Supplement is November 14, 2025 Index to Filings UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 001-42570 AELUMA, INC.(Exact name of registrant as specified in its charter) (Former name and address, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).Yes☐No☒ As of November 10, 2025, there were 17,857,863 shares of the issuer’s common stock, $0.0001 par value per share, outstanding, andno shares of preferred stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS PagePART I - FINANCIAL INFORMATIONItem 1.Financial Statements:1Consolidated Balance Sheets as of September 30, 2025 (unaudited) and June 30, 20251Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024(unaudited)2Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and2024 (unaudited)3Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024(unaudited)4Notes to Consolidated Financial Statements (unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations13Item 3.Quantitative and Qualitative Disclosures about Market Risk19Item 4.Controls and Procedures19PART II - OTHER INFORMATIONItem 1.Legal Proceedi