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 9, 2025~~

(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: ~~none.~~

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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On September 917, 2025, Aeluma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital ~~issued~~Group aLLC, ~~press~~as ~~release~~the ~~announcing~~representative ~~its~~of ~~financial~~the ~~results~~several ~~for~~underwriters named therein (the ~~fourth~~“Underwriters”), ~~quarter~~relating ~~ended~~to ~~June~~the 30issuance and sale by the Company of 1,700,000 ~~2025~~shares of the Company’s common stock, par value $0.0001 Aper ~~copy~~share of(the “Common Stock”) in its previously announced public offering (the ~~press~~“Offering”). ~~release~~The ispublic ~~furnished~~offering price in the Offering was $13.00 per share asof ~~Exhibit~~Common 99Stock.1 In connection with the Offering, the Company granted the Underwriters a 30-day option to ~~this~~purchase ~~Current~~up ~~Report~~to 255,000 additional shares of its Common Stock at the public offering price, less the underwriting discount, and on ~~Form~~September ~~8-K~~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 ~~information~~net ~~reported~~proceeds ~~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~~Company 18from of the ~~Securities~~Offering ~~Exchange~~are ~~Act~~expected ~~of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~be ~~liabilities~~approximately of$23.4 ~~such section~~million, ~~nor~~after ~~shall~~deducting ~~such~~underwriting ~~information~~discounts beand ~~deemed~~commissions ~~incorporated~~and byafter ~~reference~~payment of inestimated ~~any~~offering ~~filing~~expenses ~~under the Securities Act~~ of ~~1933,~~approximately ~~as amended~~$200, ~~or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~000.

~~Item~~The ~~9.01~~Company ~~Financial~~intends ~~Statements~~to use the net proceeds from the Offering, together with its existing cash and ~~Exhibits~~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 (dFile No. 333-289135) previously filed with and declared effective by the Securities and Exchange ~~Exhibits~~Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC on September 18, 2025.

Exhibit Number		Exhibit
99.1		Press Release of Aeluma, Inc. dated September 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

1The 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.

~~SIGNATURE~~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.

~~Pursuant~~A tocopy of the ~~requirements~~opinion of ~~the Securities~~Hunter ~~Exchange~~Taubman ~~Act~~Fischer of& ~~1934,~~Li ~~the~~LLC ~~registrant~~relating ~~has~~to ~~duly~~the ~~caused~~legality ~~this~~of ~~report~~the toissuance beand ~~signed~~sale onof ~~its~~the ~~behalf~~Common byStock in the ~~undersigned~~Offering ~~hereunto~~is ~~duly~~attached ~~authorized~~as Exhibit 5.1 hereto.

	AELUMA, INC.
Date: September 9, 2025	By:	/s/ Jonathan Klamkin
		Jonathan Klamkin
		President, Chief Executive Officer and Director

2Item 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

Filing Compare · Aeluma, Inc.