Form 8-K

8-K — Aeluma, Inc.

Accession: 0001213900-26-055893

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001828805

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0289943-8k_aeluma.htm (Primary)

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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): May 13, 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 (Nasdaq Capital Market)

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 May 13, 2026, Aeluma, Inc. (the “Company”)

issued a press release announcing its financial results for the third quarter ended March 31, 2026, which were disclosed in the Quarterly

Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 13, 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 May 13, 2026

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: May 13, 2026

By:

/s/ Jonathan Klamkin

Jonathan Klamkin

President, Chief Executive Officer, and Director

EX-99.1 — PRESS RELEASE OF AELUMA, INC. DATED MAY 13, 2026

EX-99.1

Filename: ea028994301ex99-1.htm · Sequence: 2

Exhibit 99.1

Aeluma Announces Third Quarter Fiscal 2026 Financial

Results

● Recently Secured More Than $4 Million in Contracts for Quantum Dot Lasers and Materials

● Received NASA Award for Integrated Quantum Dot Lasers

● Announced Partnerships with Tower Semiconductor and Sumitomo Chemical Advanced Technologies for Wafer Production and Fabrication

● Appointed Vice President of Materials Operations and Vice President of Strategic Partnerships and Ecosystem

● Cash and Cash Equivalents as of March 31, 2026 of $37.8 Million

GOLETA, CA – May 13, 2026 – Aeluma,

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

and scalable technologies, today reported financial results for its third quarter of fiscal 2026 ended March 31, 2026.

Management Commentary

“This quarter reinforced Aeluma’s

strategy as we have experienced a major uptick in commercial interest,” said Jonathan Klamkin, Ph.D., Founder and CEO of Aeluma.

“The massive AI data center buildout is outpacing the scale of the photonics supply chain. Customers are considering our technology

to address near-term supply gaps, and for long-term growth opportunities.”

“The industry is experiencing constraints

around indium phosphide technology that we highlighted years ago—and that dynamic is creating both urgency and opportunity for Aeluma,”

Dr. Klamkin continued. “These market forces validate the core thesis behind our platform and underscore the relevance of the solutions

we’ve been developing.”

“We have made considerable progress in our

commercialization path with important manufacturing partnerships to enable scaling, senior hires to support operations and strategy, and

additional non-dilutive capital. With six new development engagements totaling $5 million in value, we have already met our objective

of onboarding three to seven new contracts for fiscal 2026.”

“Our recent participation at the Optical

Fiber Communication (OFC) Conference reinforced that the industry is looking beyond short-term fixes and toward platforms that can enable

long-term growth. That shift in perspective plays directly to Aeluma’s strengths. Beyond AI infrastructure, we continue to advance

opportunities across mobile, defense, and quantum. Engagements are becoming more targeted and more closely aligned with commercialization

paths,” concluded Dr. Klamkin.

Recent Company Highlights

● Growing Market Traction and Visibility: Increased engagement with customers, partners, and government agencies across AI datacom,

mobile, defense, and quantum. Highly successful participation at OFC in Los Angeles, California, AngelTech Innovate Summit in Brussels,

Belgium, and SPIE Defense + Security Conference in National Harbor, Maryland.

● Leadership and Team Expansion: Added experienced leadership and technical talent, including Christiane Poblenz, Ph.D., as Vice

President of Materials Operations in March, Willy Rachmady, Ph.D., as Vice President of Strategic Partnerships and Ecosystem in April,

as well as other key hires in operations and engineering.

● Expanded Engagements with Manufacturing Partners: Strengthened relationships with manufacturing partners to accelerate transition

to production, including announced partnerships with Tower Semiconductor and Sumitomo Chemical Advanced Technology.

● Continued R&D Contracts Progress: Achieved fiscal 2026 goal of three to seven new contracts with six contracts to date

totaling $5 million in value. Recent contracts include more than $4 million from U.S. government agencies to accelerate scaling Aeluma’s

semiconductor heterogeneous integration platform for laser, high-speed datacom, and quantum applications. Also, received NASA funding

to accelerate commercialization of integrated quantum dot lasers for silicon photonics.

● Expanded Intellectual Property Portfolio: Continued to advance portfolio with two provisional applications, nine nonprovisional

applications and continuations, and seven patents issued. The total number of issued and pending patents is 36.

Fiscal Q3 2026 Financial Results

● Revenue was $1.2 million compared to $1.3 million in the third quarter of 2025, and $1.3 million in the second quarter of 2026. Revenue

in the quarter was primarily from R&D contracts.

● GAAP net loss was $1.8 million, or $0.10 per basic and diluted share, compared to a net gain of $1.5 million, or $0.12 per basic share

and $0.11 per diluted share, for the same period last year and net loss of $1.9 million, or ($0.11) per basic and diluted share, in the

prior quarter. The year-over-year change in net income was primarily due to a one-time $2.3 million gain in the fair value of derivative

liabilities recorded in the third quarter of fiscal 2025.

● Adjusted EBITDA loss was $911 thousand, compared to a gain of $109 thousand in the same period last year, and in line with the prior

quarter. Adjusted EBITDA loss increased year over year primarily due to higher salaries, stock-based compensation and employee benefits

for new key positions to support business expansion and scaling operations.

● Cash and cash equivalents totaled $37.8 million at March 31, 2026, compared to $38.6 million at December 31, 2025.

Fiscal Year 2026 Guidance and Strategic Priorities

For the full fiscal year of 2026, Aeluma narrowed

its previous revenue guidance to $4.2 million to $4.6 million from the previous range of $4.0 million to $6.0 million. Delays in execution

of contracts, due to government shutdowns and other factors, led to postponement of initial start-of-work for several projects. The Company

has made considerable progress on its strategic priorities for 2026, which emphasize manufacturing and commercialization moving forward:

● New Contract Wins: Achieved 2026 goal of three to seven new contracts with six contracts to date totaling $5 million in value,

which provide non-dilutive funding for R&D and the growth of partnership opportunities.

● Team Expansion: Attracted top talent for key roles including Senior Vice President of Business Development and Product, Vice

President of Operations, Vice President of Strategic Partnerships and Ecosystem, and others, to support growth of our business development

and go-to-market team, technical leadership and staff, and operations team.

● Enhanced Manufacturing Readiness: Increased outsourced wafer manufacturing productivity and advanced supply chain partnerships

including recently announced relationships with Tower Semiconductor and Sumitomo Chemical Advanced Technology.

● Go-to-Market Traction: Product roadmap being driven by continued progress in target commercial markets across mobile and

consumer electronics, photonics for AI infrastructure, and defense and aerospace.

Conference Call and Webcast

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

Pacific Time / 5:00 p.m. Eastern Time on May 13, 2026, to discuss the Company’s financial results and business outlook. Interested

participants may access the conference the 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.

Note about Non-GAAP Financial Measures

This press release includes and makes reference

to certain non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or

as a substitute for the financial information prepared and presented in accordance with GAAP. Aeluma believes that the presentation of

non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends

relating to the Company’s financial condition and results of operations. Aeluma believes that these non-GAAP financial measures provide

additional insight into Aeluma’s ongoing performance and core operational activities and has chosen to 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. The non-GAAP results exclude the effect of stock-based compensation, depreciation and

amortization.

This press release includes non-GAAP financial measures, including:

● Non-GAAP net income (loss), which is defined as GAAP 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.

A reconciliation between GAAP and non-GAAP financial results is provided

in the financial statements portion of this press release.

Forward-Looking Statements

All statements in this press release that are

not historical are forward-looking statements, including, among other things, statements relating to the Company’s expectations regarding

its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations

with its partners and investors. These statements are not historical facts but rather are based on the Company’s current expectations,

estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,”

“could,” “would,” “should,” “anticipate,” “predict,” “potential,”

“continue,” “expect,” “intend,” “plan,” “project,” “believe,”

“estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all

forward-looking statements contain these words. 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 the Company’s

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

those described in the Company’s filings with the Securities and Exchange Commission. The Company 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.

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.

Alex Villalta

(310) 622-8227

ir@aeluma.com

Aeluma, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

($ in thousands)

March 31,

2026

(unaudited)

June 30,

2025

Assets

Current assets:

Cash and cash equivalents

$ 37,780

$ 3,628

Certificate of deposit

12,112

Accounts receivable

1,062

962

Prepaids and other current assets

1,332

633

Total current assets

40,174

17,335

Property and equipment:

Equipment

2,131

1,692

Leasehold improvements

547

Accumulated depreciation

(1,344 )

(1,021 )

Property and equipment, net

1,334

1,218

Right of use asset - operating

987

836

Other assets

Total assets

$ 42,517

$ 19,406

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 973

$ 361

Accrued expenses and other current liabilities

370

206

Lease liability - operating, current portion

196

138

Total current liabilities

1,539

705

Lease liability - operating, long-term portion

893

803

Total liabilities

2,432

1,508

Commitments and contingencies

Stockholders’ equity:

Preferred stock

Common stock

Additional paid-in capital

61,875

34,542

Accumulated deficit

(21,792 )

(16,646 )

Total stockholders’ equity

40,085

17,898

Total liabilities and stockholders’ equity

$ 42,517

$ 19,406

Aeluma, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended

Nine Months Ended

($ in thousands, except per share data)

March 31,

2026

December 31,

2025

March 31,

2025

March 31,

2026

March 31,

2025

Revenue

$ 1,222

$ 1,272

$ 1,255

$ 3,879

$ 3,348

Operating expenses:

Cost of revenue

836

919

311

2,456

1,105

Research and development

882

906

471

2,394

1,130

General and administrative

1,629

1,528

1,305

4,843

2,287

Total operating expenses

3,347

3,353

2,087

9,693

4,522

Loss from operations

(2,125 )

(2,081 )

(832 )

(5,814 )

(1,174 )

Other income (expense):

Interest income

325

228

668

Amortization of discount on convertible notes

(287 )

(715 )

Changes in fair value of derivative liabilities

2,577

(278 )

Total other income (expense), net

325

228

2,293

668

(990 )

Income (loss) before income tax expense

(1,800 )

(1,853 )

1,461

(5,146 )

(2,164 )

Income tax expense

Net income (loss)

$ (1,800 )

$ (1,853 )

$ 1,461

$ (5,146 )

$ (2,164 )

Net income (loss) per share:

Basic

$ (0.10 )

$ (0.11 )

$ 0.12

$ (0.30 )

$ (0.18 )

Diluted

$ (0.10 )

$ (0.11 )

$ 0.11

$ (0.30 )

$ (0.18 )

Weighted average common shares outstanding:

Basic

18,061,402

17,875,930

12,472,061

17,354,370

12,286,284

Diluted

18,061,402

17,875,930

13,206,919

17,354,370

12,286,284

Book value per share

$ 2.22

$ 2.28

$ 1.44

$ 2.22

$ 1.44

Aeluma, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(unaudited)

Nine Months Ended

March 31,

($ in thousands)

2026

2025

Operating activities:

Net loss

$ (5,146 )

$ (2,164 )

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

Amortization of deferred compensation

Stock-based compensation expense

3,211

1,149

Depreciation and amortization expense

325

307

Amortization of discount on convertible notes

715

Changes in fair value of derivative liabilities

278

Changes in operating assets and liabilities:

Accounts receivable

(100 )

(1,083 )

Prepaids and other current assets

(699 )

(192 )

Other assets

(7 )

Accounts payable

612

(144 )

Accrued expenses and other current liabilities

161

Net cash used in operating activities

(1,643 )

(1,083 )

Investing activities:

Purchase of equipment

(439 )

(85 )

Net cash used in investing activities

(439 )

(85 )

Financing activities:

Proceeds from stock option exercise

103

Proceeds from stock warrant exercise

690

Proceeds from convertible notes issuance

3,145

Proceeds from public offering, net of offering costs

23,385

12,587

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

(56 )

Net cash provided by financing activities

24,122

15,742

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

22,040

14,574

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

$ 37,780

$ 15,865

Supplemental non-cash disclosures:

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

$ 274

$ -

Conversion of convertible notes to stockholders’ equity

$ -

$ 1,667

Conversion of derivative liabilities to stockholders’ equity

$ -

$ 2,471

Aeluma, Inc. and Subsidiary

Reconciliation of GAAP and Non-GAAP Financial

Measures (unaudited)

Three Months Ended

Nine Months Ended

($ in thousands, except per share data)

March 31,

2026

December 31,

2025

March 31,

2025

March 31, 2026

March 31,

2025

GAAP net income (loss)

$ (1,800 )

$ (1,853 )

$ 1,461

$ (5,146 )

$ (2,164 )

Non-GAAP adjustments:

Stock-based compensation

1,099

1,056

833

3,211

1,149

Consulting and advisory

Amortization of discount on convertible notes

287

715

Changes in fair value of derivative liabilities

(2,577 )

278

Total adjustments to GAAP net loss

1,099

1,056

(1,454 )

3,211

2,159

Non-GAAP net income (loss)

$ (701 )

$ (797 )

$ 7

$ (1,935 )

$ (5 )

Depreciation & amortization

115

108

105

325

307

Interest income

(325 )

(228 )

(3 )

(668 )

(3 )

Adjusted EBITDA

$ (911 )

$ (917 )

$ 109

$ (2,278 )

$ 299

GAAP net income (loss) per share – basic

$ (0.10 )

$ (0.11 )

$ 0.12

$ (0.30 )

$ (0.18 )

Non-GAAP adjustments

0.06

0.07

(0.12 )

0.19

0.18

Non-GAAP net loss per share – basic

$ (0.04 )

$ -

$ (0.11 )

$ -

GAAP net income (loss) per share – diluted

$ (0.10 )

$ (0.11 )

$ 0.11

$ (0.30 )

$ (0.18 )

Non-GAAP adjustments

0.06

0.07

(0.11 )

0.19

0.18

Non-GAAP net loss per share – diluted

$ (0.04 )

$ -

$ (0.11 )

$ -

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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