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Form 8-K

sec.gov

8-K — Aeluma, Inc.

Accession: 0001213900-26-100546

Filed: 2026-09-16

Period: 2026-09-16

CIK: 0001828805

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0305624-8k_aeluma.htm (Primary)

EX-99.1 — PRESS RELEASE OF AELUMA, INC. DATED SEPTEMBER 16, 2026 (ea030562401ex99-1.htm)

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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

16, 2026

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

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 2.02 Results of Operations and Financial

Condition.

On September 16, 2026, Aeluma, Inc. (the

“Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended

June 30, 2026, which were disclosed in the annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on

September 16, 2026. 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 September 16, 2026

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: September 16, 2026

By:

/s/ Christopher Stewart

Christopher Stewart

Chief Financial Officer

2

EX-99.1 — PRESS RELEASE OF AELUMA, INC. DATED SEPTEMBER 16, 2026

EX-99.1

Filename: ea030562401ex99-1.htm · Sequence: 2

Exhibit 99.1

Aeluma Announces Fourth Quarter and Full Fiscal

Year 2026 Financial Results

Signed CHIPS Letter of Intent for up to $30

Million for AI and Advanced Computing

Executed New Strategic Agreement With Sumitomo

Chemical Advanced Technologies to Expand Relationship and Increase Wafer Capacity

GOLETA, CA – September 16, 2026 – Aeluma,

Inc. (NASDAQ: ALMU) (“Aeluma” or the “Company”), a semiconductor company specializing in high-performance, scalable

technologies for AI, mobile and consumer, defense and aerospace, and quantum, today reported financial results for its fourth quarter

and full fiscal year ended June 30, 2026.

Fiscal 2026 and Subsequent Highlights

● CHIPS LOI: Signed a letter of intent (LOI) for up

to $30 million with the Department of Commerce CHIPS R&D Office for development and commercialization of photonics for AI and Advanced

Computing.

● Strengthened Relationships with Key Partners: Announced

partnerships with Tower Semiconductor and Sumitomo Chemical Advanced Technologies to position Aeluma for qualification and scaling.

● Increased Manufacturing Capabilities: Procuring additional

MOCVD tools for increased wafer production capacity for the Company’s non-indium-phosphide (non-InP) platforms.

● Leadership and Team Expansion: Grew team from 14 to

more than 30 people, attracting top talent from industry to execute our product development and go-to-market strategy. Added Vice President

of Engineering, Senior Director of Program and Project Management, and other key hires across the organization.

● Executed New Contracts: Executed six new contracts

totaling $5.3 million in value, including awards from NASA, the U.S. Navy, and others. Programs accelerate development of Aeluma’s

photodetector, laser, and quantum technologies.

● Expanded Customer Engagements: Advanced customer discussions

to multi-million-dollar non-recurring engineering (NRE) negotiations focused on photonics for AI datacom.

● Bolstered Cash Position for Growth: Added $20.1 million

bringing cash and cash equivalents to $56.0 million at June 30, 2026, to support equipment and capabilities investments, team growth,

and other commercialization efforts.

Management Commentary

“The AI Datacom opportunity has grown significantly,

with some market analysts projecting the Data Center IT Semiconductors and Components market will surpass $1.8 trillion in 2030,”

said Jonathan Klamkin, Ph.D., Founder and CEO of Aeluma. “With photonic interconnects being an important part of data center investments,

scalable high-speed photodetectors and quantum dot lasers have become the focus of the Company’s near-term product development.”

“After establishing a foundation for commercialization

in fiscal 2026 that included more than doubling the size of our team, establishing strategic manufacturing partnerships, and bolstering

cash, the Company is transitioning from early-stage R&D Government contracts to a focus on scale and commercialization. To this end,

we announced a letter of intent (LOI) with the Department of Commerce CHIPS R&D Office for up to $30 million to accelerate development

and commercialization for AI and advanced computing, we established relationships with manufacturing supply chain partners, and we advanced

our customer engagements.”

“Fiscal 2027 will focus on technology and

product development, and expanding our customer engagements. We are in discussions with several important prospective customers in the

AI datacom industry, negotiating NRE agreements that could support our go-to-market strategy. We will continue to grow our team, we are

adding MOCVD wafer production capacity, and we executed an important agreement to expand our relationship with supply chain partner Sumitomo

Chemical Advanced Technologies. We believe it is timely to make these investments given the projected scale of our market opportunities,

and our customers are aligned with our strategy. Finally, the CHIPS R&D funding, which is subject to definitive agreement negotiations,

could accelerate our commercialization timeline,” concluded Dr. Klamkin.

Fiscal Q4 2026 Financial Results

● Revenue was $0.6 million, compared to $1.3 million in the

fourth quarter of 2025 and was primarily from R&D contracts.

● Net loss was $4.0 million, or ($0.22) per basic and diluted

share, compared to a net loss of $0.9 million, or ($0.05) per basic and diluted share, for the same period last year.

● Adjusted EBITDA loss was $2.9 million, compared to a loss

of $0.1 million in the same period last year.

● Cash and cash equivalents totaled $56.0 million at June 30,

2026, compared to $37.8 million in the prior quarter.

● Aeluma raised $20.1 million in net proceeds from the original issuance of 830,484 shares at an average

price of $24.87 under its existing at-the-market offering program.

Full Year 2026 Financial Results

● Full year revenue was $4.5 million, compared to $4.7 million in the prior year, and was primarily from

government R&D contracts.

● Net loss was $9.2 million, or ($0.52) per basic and diluted share, compared to a net loss of $3.0 million,

or ($0.23) per basic and diluted share, for the prior year.

● Adjusted EBITDA loss was $5.2 million, compared to a gain of $0.2 million in the prior year.

● Net loss and adjusted negative EBITDA increased year-over-year, primarily reflecting investments in strategic

new hires and manufacturing readiness.

Conference Call and Webcast

Aeluma will host a conference call at 2:00 p.m.

Pacific Time / 5:00 p.m. Eastern Time on September 16, 2026, to discuss the Company’s financial results and business outlook. Interested

participants may access the conference call by dialing (877) 317-6789 (domestic) or (412) 317-6789 (international) and referencing “Aeluma.”

A live webcast of the call will be available on

the “Investors” section of Aeluma’s website and can also be accessed by clicking here. A replay of the conference

call will be available on Aeluma’s website shortly after the call concludes.

2

Annual Meeting of Stockholders

Aeluma today announced that its board of directors

has established November 19, 2026 as the date of its next annual meeting of stockholders (the “Annual Meeting”). The exact

time and virtual attendance details for the Annual Meeting will be specified in a definitive proxy statement, which will be filed with

the Securities and Exchange Commission.

The date of the Annual Meeting is more than 30

days before the anniversary of Aeluma’s prior annual meeting of stockholders. Accordingly, stockholders who, in accordance with

Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), desire to present proposals (other

than director nominations) for inclusion in Aeluma’s proxy materials relating to the Annual Meeting must follow the procedures provided

in Rule 14a-8 and our bylaws. To be timely, such proposals must be delivered to or mailed and received by our corporate secretary on or

before the close of business on September 26, 2026, which is a reasonable time before printing and mailing of our proxy materials for

the meeting.

Stockholders who intend to propose an item of

business for consideration at the Annual Meeting, but not have it included in Aeluma’s proxy statement, or intending to nominate

a person for election as a director at the Annual Meeting, must provide timely written notice of such proposal or nomination. To be timely

under our bylaws, such notice also must be delivered to or mailed and received by our corporate secretary no later than the close of business

on September 26, 2026, and must contain the information specified in our bylaws.

In addition to satisfying the foregoing requirements

under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees

other than the nominees selected by our board of directors also must provide notice that sets forth the information required by Rule 14a-19

under the Exchange Act, no later than September 26, 2026.

Non-GAAP Financial Measures

This press release includes the following non-GAAP financial measures:

● Non-GAAP net income (loss), which is defined as net income (loss) plus stock-based compensation expenses,

amortization of discount on convertible notes, and changes in fair value of derivative liabilities; and

● Adjusted EBITDA, defined as non-GAAP net income (loss) plus depreciation and amortization expenses, less

interest income.

The presentation of these financial measures is

not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with

U.S. generally accepted accounting principles (“GAAP”). We believe that the presentation of these non-GAAP financial measures

provides important supplemental information to management and investors regarding financial and business trends relating to Aeluma’s

financial condition and results of operations. We believe that these non-GAAP financial measures provide additional insight into Aeluma’s

ongoing performance and core operational activities and 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.

A reconciliation of each non-GAAP financial measure

to its most directly comparable financial measure calculated and presented in accordance with GAAP is provided in the financial statements

portion of this press release.

3

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other securities laws. All

statements in this press release that are not historical are forward-looking statements, including, among other things, potential applications

and resulting benefits of Aeluma’s technology, timing of development and commercialization of Aeluma’s products, anticipated

demand and markets for Aeluma’s products, whether Aeluma or the U.S. Department of Commerce will enter into definitive award documents

on acceptable terms, or at all, whether Aeluma will receive or retain any portion of the proposed CHIPS funding, and the potential issuance

of Company securities to the U.S. Department of Commerce. These statements are not historical facts but rather are based on Aeluma’s

current expectations, estimates, and projections regarding its business, operations, and other similar or related factors. Words such

as “anticipate,” “could,” “growing,” “intend,” “may,” “plan,”

“poised,” “potential,” “will,” “would,” and other similar or related expressions are used

to identify these forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements

are neither promises nor guarantees, and 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 Aeluma’s

control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including

Aeluma’s history of losses and limited operating history, and its ability to achieve or sustain profitability; competitive, technological,

and market risks affecting the adoption of Aeluma’s semiconductor and photonics products for AI, high-performance computing, and

other target markets; general economic, geopolitical, and supply-chain conditions affecting the semiconductor industry; uncertainty as

to whether Aeluma and the U.S. Department of Commerce will establish and execute definitive award documents for the proposed funding on

acceptable terms, or at all; uncertainty as to whether, when, and in what amount Aeluma will receive or retain any portion of the proposed

funding; the perceived and actual dilutive effects of the proposed issuance of common stock; impacts of an equity stake by the U.S. government

in Aeluma, including any related reputational, regulatory, or governance considerations; Aeluma’s ability to satisfy applicable

milestones associated with the funding; the risk that anticipated benefits of the proposed funding, including acceleration of commercialization

and scaling of Aeluma’s non-InP photonics platform, may not be realized on the timeline anticipated or at all; changes in U.S. government

policy, funding priorities, or budgetary constraints that could affect the availability or continuation of CHIPS programs; and other risks

described in Aeluma’s filings with the U.S. Securities and Exchange Commission. Aeluma 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, except as required

by law.

About Aeluma, Inc.

Aeluma (Nasdaq: ALMU) is a transformative semiconductor

company specializing in high-performance photonic and electronic technologies that scale. The company’s proprietary platform combines

compound semiconductors with scalable manufacturing used for mass market microelectronics to enable volume production and large-scale

integration. Applications for Aeluma’s technology include mobile, AI, defense and aerospace, robotics, automotive, AR/VR, and quantum.

Headquartered in Goleta, California, Aeluma operates state-of-the-art R&D and manufacturing capabilities for semiconductor wafer production,

quick-turn chip fabrication, rapid prototyping, test and validation. Aeluma also partners with production-scale fabrication foundries,

packaging, and integration companies. For more information, visit www.aeluma.com.

Company:

Aeluma, Inc.

(805) 351-2707

info@aeluma.com

Investor Contact:

Financial Profiles, Inc.

Moira Conlon and Donni Case

(310) 622-8224

ir@aeluma.com

4

Aeluma, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

($ in thousands)

June 30,

2026

June 30,

2025

Assets

Current assets:

Cash and cash equivalents

$ 56,006

$ 3,628

Certificate of deposit

-

12,112

Accounts receivable

340

962

Prepaids and other current assets

965

633

Total current assets

57,311

17,335

Property and equipment:

Equipment

2,338

1,692

Leasehold improvements

547

547

Accumulated depreciation

(1,469 )

(1,021 )

Property and equipment, net

1,416

1,218

Right of use asset - operating

1,916

836

Other assets

21

17

Total assets

$ 60,664

$ 19,406

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 341

$ 361

Accrued expenses and other current liabilities

1,369

206

Lease liability - operating, current portion

180

138

Total current liabilities

1,890

705

Lease liability - operating, long-term portion

1,842

803

Total liabilities

3,732

1,508

Commitments and contingencies

-

-

Stockholders’ equity:

Preferred stock

-

-

Common stock

2

2

Additional paid-in capital

82,735

34,542

Accumulated deficit

(25,805 )

(16,646 )

Total stockholders’ equity

56,932

17,898

Total liabilities and stockholders’ equity

$ 60,664

$ 19,406

5

Aeluma, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

Three Months Ended (unaudited)

Twelve Months Ended

($ in thousands, except per share data)

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Revenue

$ 582

$ 1,222

$ 1,317

$ 4,461

$ 4,665

Operating expenses:

Cost of revenue

433

836

779

2,889

1,884

Research and development

2,274

882

165

4,668

1,295

General and administrative

2,247

1,629

1,342

7,090

3,628

Total operating expenses

4,954

3,347

2,286

14,647

6,807

Loss from operations

(4,372 )

(2,125 )

(969 )

(10,186 )

(2,142 )

Other income (expense):

Interest income

359

325

110

1,027

113

Amortization of discount on convertible notes

-

-

-

-

(715 )

Changes in fair value of derivative liabilities

-

-

-

-

(278 )

Total other income (expense), net

359

325

110

1,027

(880 )

Loss before income tax expense

(4,013 )

(1,800 )

(859 )

(9,159 )

(3,022 )

Income tax expense

-

-

-

-

-

Net loss

$ (4,013 )

$ (1,800 )

$ (859 )

$ (9,159 )

$ (3,022 )

Net loss per share – basic and diluted

$ (0.22 )

$ (0.10 )

$ (0.05 )

$ (0.52 )

$ (0.23 )

Weighted average common shares outstanding - basic and diluted

18,603,331

18,061,402

15,824,222

17,665,755

13,168,345

Book value per share

$ 3.06

$ 2.22

$ 1.13

$ 3.06

$ 1.13

6

Aeluma, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

Twelve Months Ended

June 30,

($ in thousands)

2026

2025

Operating activities:

Net loss

$ (9,159 )

$ (3,022 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of deferred compensation

-

20

Stock-based compensation expense

4,519

1,893

Depreciation and amortization expense

451

415

Amortization of discount on convertible notes

-

715

Changes in fair value of derivative liabilities

-

278

Changes in operating assets and liabilities:

Accounts receivable

622

(902 )

Prepaids and other current assets

(332 )

(611 )

Other assets

(7 )

-

Accounts payable

(20 )

44

Accrued expenses and other current liabilities

660

22

Net cash used in operating activities

(3,266 )

(1,148 )

Investing activities:

Purchase of equipment

(646 )

(161 )

Net cash used in investing activities

(646 )

(161 )

Financing activities:

Proceeds from stock option exercise

104

25

Proceeds from stock warrant exercise

708

-

Proceeds from convertible notes issuance

-

3,145

Proceeds from public offering, net of offering costs

43,478

12,588

Payment for taxes related to net share settlement of stock options and restricted stock units

(112 )

-

Net cash provided by financing activities

44,178

15,758

Net change in cash and cash equivalents, and certificate of deposit

40,266

14,449

Cash and cash equivalents, and certificate of deposit, beginning of period

15,740

1,291

Cash and cash equivalents, and certificate of deposit, end of period

$ 56,006

$ 15,740

Supplemental non-cash disclosures:

Right of use asset - operating obtained in exchange for lease liability - operating

$ 1,014

$ -

Conversion of convertible notes to stockholders’ equity

$ -

$ 1,667

Conversion of derivative liabilities to stockholders’ equity

$ -

$ 2,471

7

Aeluma, Inc. and Subsidiary

Reconciliation of GAAP and Non-GAAP Financial

Measures (unaudited)

Three Months Ended

Twelve Months Ended

($ in thousands, except per share data)

June 30,

2026

March 31,

2026

June 30,

2025

June 30, 2026

June 30,

2025

GAAP net loss

$ (4,013 )

$ (1,800 )

$ (859 )

$ (9,159 )

$ (3,022 )

Non-GAAP adjustments:

Stock-based compensation

1,308

1,099

744

4,519

1,893

Consulting and advisory

-

-

3

-

20

Amortization of discount on convertible notes

-

-

-

-

715

Changes in fair value of derivative liabilities

-

-

-

-

278

Total adjustments to GAAP net loss

1,308

1,099

747

4,519

2,906

Non-GAAP net loss

$ (2,705 )

$ (701 )

$ (112 )

$ (4,640 )

$ (116 )

Depreciation & amortization

126

115

109

451

415

Interest income

(359 )

(325 )

(110 )

(1,027 )

(113 )

Adjusted EBITDA

$ (2,938 )

$ (911 )

$ (113 )

$ (5,216 )

$ 186

GAAP net loss per share – basic and diluted

$ (0.22 )

$ (0.10 )

$ (0.05 )

$ (0.52 )

$ (0.23 )

Non-GAAP adjustments

0.07

0.06

0.04

0.26

0.22

Non-GAAP net loss per share – basic and diluted

$ (0.15 )

$ (0.04 )

$ (0.01 )

$ (0.26 )

$ (0.01 )

8

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Indicate if registrant meets the emerging growth company criteria.

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-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

-Number 230

-Section 425

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