Aeluma, Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 13, 2026
ALMU$6.99+16.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-11.
0001213900-26-014999
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055956
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 54 current paragraphs.
33 unchanged; 16 reworded; 4 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On March 20, 2026, we entered into a sales agreement, pursuant to which we may sell shares of our common stock having an aggregate offering price of up to $50 million, through an “at-the-market” offering program. As of March 31, 2026, no sales of our common stock were transacted under this agreement. We are not obligated to sell, and the agents are not obligated to buy or sell, any shares under the agreement. Any shares will be offered and sold under the agreement will be pursuant to the Company’s effective shelf registration statement on Form S-3.
Current report
We have a limited operating history and our operations remain in the development stage. To date, our activities have been primarily concentrated on product design, engineering validation, prototyping, and establishing manufacturing and supply chain relationships. We have not yet generated significant revenues from commercial product sales and continue to devote substantial resources to research and development, product qualification, and market readiness.
Current report
On March 20, 2026, we entered into a sales agreement, pursuant to which we may, from time to time, offer and sell shares of our common stock, par value $0.0001 per share. The Sales Agreement provides for an aggregate offering amount of up to $50.0 million of our common stock, through an “at-the-market” offering program. Proceeds from the sales will be used for general corporate purposes, including working capital and other liquidity needs.
Current report
On March 20, 2026, we entered into a Sales Agreement under which we may, from time to time, offer and sell shares of our common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $50.0 million, through an “at-the-market” offering program. Any proceeds, if and when received, are expected to be used for general corporate purposes, including working capital and other liquidity needs.
Removed paragraphs (4)
Previous report
Other Recent Events
Previous report
On August 4, 2025, we appointed Christopher Stewart as our Chief Financial Officer. Pursuant to Mr. Stewart’s employment agreement, he was granted 110,000 stock options and 55,000 restricted stock units (“RSUs”). The stock options have an exercise price of $21.04, with 25% of the stock options vesting on the twelve (12) month anniversary of Mr. Stewart’s employment with the Company. The balance of the stock options will vest in equal monthly increments on each monthly anniversary of Mr. Stewart’s employment start date with the Company, over the next thirty-six (36) months. The stock options expire on the 10-year anniversary of their vesting date. 25% of the shares underlying the RSUs will vest at the end of the fiscal quarter following the twelve (12) month anniversary of Mr. Stewart’s employment start date with the Company, with a pro-rated amount for any partial quarter preceding the twelve (12) month anniversary. The remaining RSUs will vest in equal quarterly increments, with a pro-rated amount for any partial final quarter. Each restricted stock unit represents the contingent right to receive, at settlement, one share of common stock.
Previous report
We have a limited operating history, and our future success is subject to numerous uncertainties and risks inherent in the development of a new business. Although we raised substantial funds through underwritten completed public offerings in March 2025 and September 2025, raising gross proceeds of $13.8 million and $25.4 million, respectively, there can be no assurance that these funds will be sufficient to carry out all aspects of our business plan.
Previous report
Prior to the offerings, our operations were primarily financed through the issuance of convertible notes and sales of common stock in private placement transactions. As previously disclosed, we had expressed substantial doubt about our ability to continue as a going concern due to recurring losses and negative operating cash flows. With the successful completion of the offerings, we believe that substantial doubt about our ability to continue as a going concern has been alleviated for at least the next twelve months.
Reworded paragraphs (16)
Previous wording
During the quarter ended December 31, 2025, we did not enter into any new material government contracts. We continue to perform under existing contracts, including contracts with NASA, the U.S. Navy, the U.S. Department of Energy, and U.S. Defense Advanced Research Projects Agency, which remain significant sources of revenue.
Current wording
During the three and nine months ended March 31, 2026, we entered into four and five new material government contracts, respectively, that include NASA, the State University of New York, and the Office of the Secretary of Defense. We also continue to perform under existing contracts, including contracts with the U.S. Navy, the U.S. Department of Energy, and U.S. Defense Advanced Research Projects Agency, which remain significant sources of revenue.
Previous wording
We completed two underwritten public offerings of our common stock, raising net proceeds of $12.6 million in March 2025 and $23.4 million in September 2025. As of December 31, 2025, the proceeds from these offerings continue to support our working capital, operations, and planned business development activities. No additional equity offerings are planned at this time, but management continues to monitor capital market conditions and may consider future financing if needed.
Current wording
We completed two underwritten public offerings of our common stock, raising net proceeds of $12.6 million in March 2025 and $23.4 million in September 2025. As of March 31, 2026, the proceeds from these offerings continue to support our working capital, operations, and planned business development activities.
Previous wording
Following the offerings, management has assessed our financial position and operating plan and determined that the previously reported substantial doubt about our ability to continue as a going concern has been alleviated. The proceeds from the offerings have provided near-term capital to support our operations and ongoing development efforts. However, we continue to face risks typical of early-stage companies, including limited capital resources, operational and financial challenges, uncertainty in product development and product-market fit.
Current wording
To support these activities, we completed public offerings in March 2025 and September 2025, raising gross proceeds of $13.8 million and $25.4 million, respectively. The proceeds have been used primarily to fund research and development efforts, expand engineering capabilities, and support general corporate operations. The proceeds from the completed offerings have provided near-term capital to support our operations and ongoing development efforts. However, we continue to face risks typical of development stage companies including, but not limited to, operational and financial challenges, uncertainty in product development, and product-market fit.
Previous wording
Interest income consists primarily of interest earned in interest-bearing savings accounts and certificates of deposit held at a bank.
Current wording
Interest income consists primarily of interest earned in interest-bearing savings accounts, certificates of deposit held at a bank, and money market funds that invest 100% of their assets in short-term U.S. Treasury obligations.
Previous wording
Our results of operations for the six months ended December 31, 2025, as compared to the same period of 2024, were as follows ($ in thousands):
Current wording
Our results of operations for the nine months ended March 31, 2026, as compared to the same period of 2025, were as follows ($ in thousands):
Previous wording
Revenue: Revenue increased $564 thousand to $2.7 million, of which $2.6 million was derived from government contracts and $41 thousand from other products and services for the six months ended December 31, 2025. Revenue was $2.1 million, of which $1.9 million was derived from government contracts and $201 thousand from other products and services, for the same period of 2024.
Current wording
Revenue: Revenue increased $531 thousand to $3.9 million, of which $3.8 million was derived from government contracts and $41 thousand from other products and services for the nine months ended March 31, 2026. Revenue was $3.3 million, of which $3.1 million was derived from government contracts and $201 thousand from other products and services, for the same period of 2025.
Previous wording
Operating expenses: Operating expenses increased $3.9 million, or 160.7%, to $6.3 million for the six months ended December 31, 2025, compared to $2.4 million for the same period in 2024. The increase was primarily driven by an increase in material purchases to support the delivery of our products and services associated with revenue, as well as higher compensation and related costs, including salaries, stock-based compensation and employee benefits driven by new employees hired to support the expansion of the business and scaling of operations.
Current wording
Operating expenses: Operating expenses increased $5.2 million, or 114%, to $9.7 million for the nine months ended March 31, 2026, compared to $4.5 million for the same period in 2025. The increase was primarily driven by an increase in material purchases to support the delivery of our products and services associated with revenue, as well as higher compensation and related costs, including salaries, stock-based compensation and employee benefits driven by new employees hired to support the expansion of the business and scaling of operations.
Previous wording
Other income (expense): Other income (expense) consists of interest income of $343 thousand for the six months ended December 31, 2025, compared to ($3.3) million comprised of amortization of discount on convertible notes of ($428) thousand and changes in fair value of derivative liabilities of ($2.9) million for the same period of 2024.
Current wording
Other income (expense): Other income of $668 thousand for the nine months ended March 31, 2026 consisted of interest income, compared to other (expense) of $990 thousand for the same period of 2025, comprised of amortization of discount on convertible notes of ($715) thousand and changes in fair value of derivative liabilities of $(279) thousand, and interest income of $3 thousand.
Previous wording
Income tax expense: No income tax expense was recorded for the six months ended December 31, 2025 and 2024.
Current wording
Income tax expense: No income tax expense was recorded for the nine months ended March 31, 2026 and 2025.
Previous wording
As of December 31, 2025, we had cash, cash equivalents, and a certificate of deposit totaling $38.6 million, compared to $15.7 million as of June 30, 2025. The increase in cash was primarily attributable to net proceeds from the public offerings, totaling $23.4 million. These funds are primarily held in cash on deposit and money market funds that invest 100% of their assets in short-term U.S. Treasury obligations.
Current wording
As of March 31, 2026, we had cash, cash equivalents, and a certificate of deposit totaling $37.8 million, compared to $15.7 million as of June 30, 2025. The increase in cash was primarily attributable to net proceeds from the public offerings, totaling $23.4 million. These funds are primarily held in cash on deposit and money market funds that invest 100% of their assets in short-term U.S. Treasury obligations.
Previous wording
We intend to continue to use the net proceeds from the offerings to support operational growth, invest in product development, and fund working capital and general corporate purposes. Based on our current operating plan, we believe that our existing cash, cash equivalents, and certificate of deposit, combined with projected revenues and cost management strategies, will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months.
Current wording
Prior to the public offerings, our operations were primarily financed through the issuance of convertible notes and sales of common stock in private placement transactions. We intend to continue to use the net proceeds from the offerings to support operational growth, invest in product development, and fund working capital and general corporate purposes.
Previous wording
We will continue to assess our capital requirements and may pursue additional financing opportunities to support long-term growth initiatives or respond to changes in market conditions.
Current wording
We continue to assess our capital requirements and may pursue additional financing opportunities to support long-term growth initiatives or respond to changes in market conditions.
Previous wording
As of December 31, 2025, we had net working capital, defined as total current assets less total current liabilities, of $39.4 million, compared to $16.6 million at June 30, 2025. The increase was primarily driven by a $22.9 million increase in current assets, which rose to $40.3 million from $17.3 million over the same period, largely due to a $22.8 million increase in cash and cash equivalents. Current liabilities totaled $825 thousand and $705 thousand as of December 31, 2025 and June 30, 2025, respectively, and the balances primarily consisted of accounts payable, along with accrued expenses and other short-term obligations expected to be settled within one year.
Current wording
As of March 31, 2026, we had net working capital, defined as total current assets less total current liabilities, of $38.6 million, compared to $16.6 million at June 30, 2025. The increase was primarily driven by a $22.8 million increase in current assets, which rose to $40.2 million from $17.3 million over the same period, largely due to a $22.0 million increase in cash and cash equivalents, including the certificate of deposit balance at June 30, 2025. Current liabilities totaled $1.5 million and $705 thousand as of March 31, 2026 and June 30, 2025, respectively, and the balances primarily consisted of accounts payable, along with accrued expenses and other short-term obligations expected to be settled within one year.
Previous wording
Net cash used in our operating activities was $1.1 million and $1.3 million for the six months ended December 31, 2025 and 2024, respectively. For the six months ended December 31, 2025, the net cash used in operating activities primarily resulted from a net loss of $3.3 million and decreases in accounts payable of $177 thousand, primarily offset by non-cash stock-based compensation expense of $2.1 million and depreciation and amortization expense of $210 thousand. For the six months ended December 31, 2024, the net cash used in operating activities was primarily attributable to a net loss of $3.6 million, increases in accounts receivable of $1.3 million and prepaid and other current assets of $115 thousand, and a decrease in accounts payable of $134 thousand. These amounts were partially offset by non-cash expenses including changes in fair value of derivative liabilities of $2.9 million, amortization of discount on convertible notes of $428 thousand, stock-based compensation expense of $316 thousand, and depreciation and amortization expense of $202 thousand.
Current wording
Net cash used in our operating activities was $1.6 million and $1.1 million for the nine months ended March 31, 2026 and 2025, respectively. For the nine months ended March 31, 2026, the net cash used in operating activities primarily resulted from a net loss of $5.1 million and a decrease in prepaids and other current assets of $699 thousand, primarily offset by non-cash stock-based compensation expense of $3.2 million and an increase in accounts payable of $612 thousand. For the nine months ended March 31, 2025, the net cash used in operating activities was primarily attributable to a net loss of $2.2 million and a decrease in accounts receivable of $1.1 million. These amounts were partially offset by non-cash expenses, including stock-based compensation expense of $1.1 million, amortization of discount on convertible notes of $715 thousand, depreciation and amortization expense of $307 thousand, and changes in fair value of derivative liabilities of $278 thousand.
Previous wording
Net cash used in our investing activities totaled $241 thousand and $41 thousand for the six months ended December 31, 2025 and 2024, respectively. These investing activities primarily consisted of purchases of equipment.
Current wording
Net cash used in our investing activities totaled $439 thousand and $85 thousand for the nine months ended March 31, 2026 and 2025, respectively. These investing activities primarily consisted of purchases of equipment.
Previous wording
Net cash provided by our financing activities was $24.1 million for the six months ended December 31, 2025, compared to net cash provided by our financing activities of $3.1 million for the same period in 2024. We received $23.4 million, net of offering costs, from the public offering, $690 thousand from the exercise of stock warrants and $64 thousand from the exercise of stock options for the six months ended December 31, 2025, compared to $3.1 million from the issuance of convertible notes during the same period in 2024.
Current wording
Net cash provided by our financing activities was $24.1 million for the nine months ended March 31, 2026, compared to $15.7 million for the same period in 2025. For the nine months ended March 31, 2026, we received $23.4 million, net of offering costs, from the public offering, $690 thousand from the exercise of stock warrants, and $103 thousand from the exercise of stock options. For the nine months ended March 1, 2025, we received $12.6 million, net of offering costs, from the public offering and $3.1 million from the issuance of convertible notes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Management continues to monitor capital market conditions and may consider other future financing if needed.