Aeluma, Inc. 8-K

What Happened

• On March 20, 2026, Aeluma, Inc. (ALMU) announced a Sales Agreement with Roth Capital Partners, LLC (as representative) and Craig-Hallum, Northland Securities and The Benchmark Company as agents to sell, from time to time, up to $50.0 million of its common stock. Any shares would be issued under the company’s Form S-3 shelf registration (Registration No. 333-289135), which was declared effective by the SEC on August 8, 2025. The company is not required to sell, and the agents are not required to buy, any shares.

Key Details

• Aggregate offering size: up to $50.0 million of common stock.
• Agreement date: March 20, 2026; sales to be made on the Nasdaq Capital Market as ordinary broker transactions or as otherwise agreed.
• Shelf registration: Form S-3 (Reg. No. 333-289135), effective August 8, 2025.
• Terms: no obligation to sell; Company indemnified certain agents against specified liabilities; either party may terminate with 5 business days’ written notice.
• Legal: opinion of Faegre Drinker Biddle & Reath LLP regarding issuance validity is attached as an exhibit.

Why It Matters

• This agreement gives Aeluma a flexible, on‑demand way to raise capital by selling shares into the market, which can be quicker and more discreet than a traditional offering.
• If the company elects to sell shares, that would increase the number of outstanding shares and could dilute existing shareholders; the actual dilution and proceeds depend on the number of shares sold and the prices achieved.
• There is no guarantee any shares will be sold; investors should watch for future filings (prospectus supplements and 8-Ks) that disclose any sales, timing, volumes and pricing.