Aeluma, Inc.

Overview

Aeluma, Inc. (together with our subsidiary, “we,” “our,” “us,” or the “Company”) develops high-performance photonic and electronic technologies for communications and sensing in telecom, artificial intelligence (“AI”) datacom, mobile, defense and aerospace, robotics, automotive, augmented reality/virtual reality (“AR/VR”), and quantum applications. Our proprietary platform combines compound semiconductor materials with large-diameter substrates to leverage manufacturing infrastructure used in high-volume microelectronics. Our technology and product development activities have focused on photodetectors, photodetector arrays, lasers, optical amplifiers, and other technologies. Our photodetectors and photodetector arrays can detect near-infrared (“NIR”) and shortwave infrared (“SWIR”) light. Our lasers and optical amplifiers are primarily based on quantum dot technology. Aeluma’s platform may also be applied to other photonic and electronic devices, including transistors and solar cells.

Our headquarters are in Goleta, California. Our principal research and development (“R&D”) and manufacturing facility is approximately 9,000 square feet and includes a cleanroom and equipment used for epitaxy wafer production, process development, prototyping, wafer-scale testing, and validation. During fiscal year 2026, we expanded our internal test and prototyping capabilities through the acquisition of automated and semi-automated wafer probers, packaging and prototyping equipment, test and validation instruments, and related facility infrastructure. We have extended the lease for our principal facility through March 2031 to support anticipated growth, and we also lease approximately 2,400 square feet of additional office space near our headquarters. We may require additional space in the future to support continued growth.

We leverage a capital-efficient manufacturing model that combines internal materials production, process-development, prototyping, and test capabilities with external fabrication, packaging, and integration. We have relationships with production-scale foundries and other supply-chain partners, including relationships announced during fiscal year 2026 with Tower Semiconductor and Sumitomo Chemical Advanced Technologies for wafer production and fabrication. We expect these external capabilities to be important to our ability to qualify manufacturing processes and increase production capacity if substantial customer demand develops.

We are transitioning from a predominantly R&D-stage business toward commercialization. Our revenue currently consists of government development contracts, with emerging commercial development and product revenue. We have delivered wafers, chips, and engineering samples, performed non-recurring engineering projects, and have begun accepting initial commercial sales orders. These initial commercial orders have been relatively small, and commercial customers generally require extensive evaluation and qualification before committing to production volumes.

Plan of Operations

Our operating priorities are to advance product development, complete customer and manufacturing qualifications, deliver on existing commercial and government contracts, increase manufacturing readiness, and convert qualified customer engagements into recurring product revenue. We expect to continue investing in engineering, materials growth, wafer fabrication, packaging, testing, quality systems, sales, and business development.

We intend to continue supplying engineering samples, prototype wafers and chips, small volume products, and development services while customers evaluate our technology. We plan to work directly with prospective customers and with system integrators, module manufacturers, Tier-1 suppliers, component suppliers, semiconductor companies, and government prime contractors. We also intend to continue working with external foundries, packaging providers, and integration partners to establish repeatable, qualified production flows that can support large volumes.

The timing and scale of commercialization will depend on several factors, including technical performance, reliability testing, customer qualification, product design decisions, supply chain readiness, and market demand. We may continue to derive a substantial portion of our revenue from government and customer development programs while commercial products progress through qualification.

Our Strategy

Advance a differentiated technology platform.

We will continue to develop and broaden our heterogeneous integration platform across photodetectors, imaging arrays, lasers, nonlinear photonic materials, and other technologies, with an emphasis on products for which compound semiconductor performance and microelectronics-scale manufacturing can provide meaningful customer benefits.

Focus resources on selected high-value markets.

Priority applications include AI datacom, mobile and consumer electronics, defense and aerospace, and quantum. Adjacent opportunities include robotics, automotive, and AR/VR. We select opportunities based on performance requirements, potential production volume, time to qualification, expected economics, and strategic fit with our platform.

Scale through a capital-efficient manufacturing ecosystem.

We will continue to maintain internal capabilities in materials growth, process development, prototyping, and test, while using established foundries, packaging providers, and integration companies for production-scale activities. This model is intended to reduce the capital and time required to access larger-scale manufacturing infrastructure, although it also creates dependence on third-party capacity, quality, delivery, and pricing.

Leverage funded development and strategic relationships.

We use government sponsored R&D programs, customer funded engineering programs, strategic partnerships, and initial product sales to advance technology readiness and support the transition to commercial products. Government programs can help fund development and domestic manufacturing capabilities, but program requirements may differ from commercial customer requirements.

Protect intellectual property and build organizational capability.

We seek to continuously expand our patent portfolio, protect trade secrets and process know-how, as well as recruit personnel with experience in semiconductor manufacturing, product development, supply chain management, and commercialization.

Our Technology

Our technology is based on heterogeneous integration, which combines materials with different physical properties within a single semiconductor platform. We synthesize compound semiconductor materials on large-diameter substrates, such as silicon and gallium arsenide (“GaAs”), which are compatible with manufacturing infrastructure used for mainstream microelectronics.

Compound semiconductors possess optical and electronic properties that are either superior to those of or not available from silicon. For example, indium gallium arsenide (“InGaAs”) can provide high sensitivity in the NIR and SWIR spectral regions. These characteristics may be useful for three-dimensional sensing, low-light imaging, industrial and robotic vision, defense imaging, optical communications, and other applications. Silicon image sensors generally offer low-cost and high-volume manufacturing but have declining sensitivity at longer NIR wavelengths and an absorption cutoff near 1,100 nanometers. Standard InGaAs devices commonly operate across approximately 900 to 1,700 nanometers, with extended-wavelength material systems capable of detecting longer wavelengths. Eye safety depends on wavelength, optical power, exposure duration, beam geometry, and applicable safety standards. At certain SWIR wavelengths, applicable exposure limits may permit higher optical power than at shorter NIR wavelengths because the radiation does not present the same risk of damage to the retina. Higher illumination levels can improve signal strength and signal-to-noise ratio, potentially increasing range, depth accuracy, and performance under bright ambient light or allowing shorter exposure times that reduce motion artifacts. These characteristics may benefit applications such as facial authentication and other three-dimensional sensing systems.

InGaAs and similar materials are also commonly used for high-speed photodetection at wavelengths commonly used for optical communications. Photodetectors derived from these materials enable high-speed communications for telecommunications and AI data center networking. Aeluma’s platform may enable larger volume production and wafer-scale integration of such photodetectors.

We are also developing quantum dot laser technology for optical communications and sensing applications. Silicon is well-suited for passive photonic circuits but does not efficiently generate light. Integrating compound semiconductor lasers with silicon can provide an on-chip or closely integrated optical source while retaining the scale and integration benefits of silicon manufacturing. Quantum dot lasers are being evaluated in the industry for potential advantages that include high power handling, reliability, and low noise, which may be relevant to data center interconnects, co-packaged optics, sensing, and quantum applications.

In addition, we are developing a nonlinear photonics platform for the generation and manipulation of photons used in quantum communication, computing, and sensing. Our development work includes integration of compound semiconductor materials with silicon and silicon nitride photonic circuits. Competing nonlinear photonic material systems include lithium niobate, aluminum nitride, barium titanate, and other emerging materials.

Our technology platform includes materials structures, epitaxial processes, device designs, wafer fabrication methods, integration techniques, packaging concepts, and system-level applications. Although our current commercial focus is on photonic sensing and communications products, the platform may support a broader range of photonic and electronic semiconductor devices.

Competition

We compete in rapidly evolving semiconductor, sensor, and photonics markets. Competition occurs at the device, materials, manufacturing platform, and system levels, and competitiveness is based on performance, reliability, power consumption, size, integration, manufacturability, cost, production capacity, supply assurance, intellectual property, customer relationships, and time to market.

In imaging and sensing, silicon complementary metal-oxide semiconductor (“CMOS”) image sensors are widely used in high-volume consumer and automotive applications due to their low cost, mature manufacturing ecosystem, and high level of integration. Major suppliers include Sony, Samsung, OmniVision, onsemi, STMicroelectronics, Panasonic, Canon, SK hynix, and others. Traditional InGaAs sensor suppliers include Hamamatsu, Sumitomo, Teledyne FLIR, Excelitas, and others. Conventional InGaAs photodetectors are generally manufactured on relatively small InP substrates, commonly in the two- to four-inch range. Our objective is to compete by enabling compound semiconductor performance at potentially substantially lower cost by using large-diameter substrates and large-scale manufacturing methods, which may enable more devices per wafer, larger array formats, and access to wafer-scale integration and packaging infrastructure.

In lasers and optical communications, we compete with established suppliers of InP, GaAs, and other compound semiconductor lasers, vertically integrated optical component manufacturers, silicon photonics companies, and emerging providers of integrated light sources. In quantum photonics, our technologies may compete with solutions based on lithium niobate, aluminum nitride, barium titanate, silicon, silicon nitride, and other materials, as well as with alternative system architectures.

We believe our potential competitive advantages include the ability to integrate high-performance compound semiconductor materials on large-diameter substrates; a platform that can address photodetectors, lasers, and nonlinear photonics; domestic research, development, and wafer-production capabilities; and a capital-efficient manufacturing model that can use established foundries and packaging infrastructure. These potential advantages have not yet been demonstrated in large-volume commercial production. Existing and potential competitors may have greater name recognition, longer operating histories, broader product portfolios, larger customer bases, substantially greater financial, technical, and manufacturing resources, more mature quality systems, and stronger relationships with customers and supply chain partners. Competitors may also develop alternative technologies that achieve comparable or superior performance or cost.

Customers

Our customers and prospective customers include U.S. Government agencies and contractors, semiconductor and optical component companies, system integrators, module manufacturers, Tier-1 suppliers, and manufacturers of mobile and consumer electronics, data center and communications equipment, defense and aerospace systems, and quantum technologies. Our engagements include government R&D contracts, customer-funded non-recurring engineering, wafer development, delivery of engineering samples, small-volume chips and wafer sales, and technical evaluations.

During fiscal year 2026, we experienced increased customer and partner engagement across AI data center communications, mobile and consumer electronics, defense and aerospace, and quantum applications. We began receiving requests for price quotations and accepting initial commercial sales orders. These orders have been relatively small and may not lead to production orders. Prospective customers typically conduct extensive technical, reliability, manufacturing, and supply chain evaluations before selecting a new semiconductor component, manufacturing platform, or supplier.

Our commercial strategy includes direct sales relationships and strategic partnerships. We may engage with customers directly or through manufacturing, packaging, module, system integration, or government prime contractor partners. Many of our customer and partner discussions are subject to confidentiality agreements, which can limit the information we publicly disclose regarding specific programs and counterparties.

For the customer concentration disclosure, seeConcentration of Risk in Note 2 – Summary of Significant Accounting Policies

Markets

Our technology addresses markets in which system performance increasingly depends on the ability to generate, detect, transmit, or process light using compact, energy-efficient, and manufacturable semiconductor components. Industry demand is being influenced by growth in AI computing and data center bandwidth, increasing use of optical interconnects, the need for improved sensing in consumer and industrial systems, defense demand for advanced domestic semiconductor technologies, and continued investment in quantum technologies.

AI infrastructure and optical communications

AI clusters require increasingly high data transfer rates among processors, memory, and network equipment. This increases demand for optical transceivers, silicon photonics, lasers, and high-speed photodetectors and is driving interest in co-packaged optics and other architectures intended to reduce power consumption and improve bandwidth density. Our photodetector and quantum dot laser platforms are being developed for potential use in these applications.

Mobile, consumer, AR/VR, robotics, and automotive sensing

Mobile devices and other consumer products increasingly incorporate depth sensing, biometric authentication, low-light imaging, spatial mapping, and other optical functions. Related sensing capabilities are also being developed for AR/VR systems, industrial automation, robotics, and automotive applications. Our photodetector platform is intended to address applications that require performance beyond conventional silicon sensors while maintaining a path toward large-volume manufacturing.

Defense and aerospace

Defense and aerospace systems use high-performance photodetectors, imaging arrays, lasers, and optical communications for surveillance, navigation, targeting, electronic warfare, autonomous systems, and secure communications. These applications often require high-sensitivity, high-speed, low-size, low-weight, and low-power operation in demanding environments and a secure domestic supply chain. Our government-funded programs include development of SWIR imaging, high-speed photodetectors, heterogeneous integration, and quantum photonic technologies.

Quantum technologies

Quantum communication, computing, and sensing systems require high-quality photon sources, photodetectors, and nonlinear optical materials. The industry is working to transition these technologies from laboratory systems to manufacturable photonic integrated circuits. Our quantum dot laser, nonlinear materials, and photodetector platforms are intended to support this transition using large-diameter substrates and established photonic integration methods.

The timing, size, and growth of these markets are uncertain, and broad market forecasts may not be representative of the portion that is addressable by our products. We prioritize specific product opportunities based on identifiable customer requirements, expected qualification timelines, potential production volume, competitive differentiation, and the resources required to reach commercial readiness.

Intellectual Property

Our intellectual property portfolio includes issued patents, pending patent applications, trade secrets, manufacturing know-how, process recipes, device designs, integration methods, and other proprietary information. Our portfolio includes approximately 36 issued and pending patents. Our patents and applications cover areas that include heterogeneous integration of compound semiconductor materials on large-diameter substrates, scalable manufacturing processes, photodetectors and imaging arrays, photonic components, three-dimensional sensing, large-format imaging, quantum dot lasers, high-performance semiconductor electronic device platforms, and system integration.

We have filed trademark applications for the name “Aeluma” and the slogan “Sensing Reimagined.” We also rely on confidentiality agreements, invention-assignment agreements, access controls, and other measures to protect trade secrets and proprietary information. Important aspects of our device designs and manufacturing processes may be protected as trade secrets rather than disclosed in patent applications.

Our Intellectual Property Strategy

Our strategy is to seek patent protection in the United States and selected foreign jurisdictions that represent significant semiconductor markets, manufacturing locations, or customer bases. We evaluate whether to seek patent protection or maintain an invention, process, or item of know-how as a trade secret based on factors that include the ability to detect infringement, the likelihood that a patent could be designed around, the expected commercial life of the technology, and the value of keeping the information confidential.

Governmental & Environmental Regulations

Our primary products are anticipated to be photonics and electronics based on high-performance semiconductors. To the extent that our products are or become subject to U.S. export controls and regulations, these regulations may limit the export of our products and technology and provision of our services outside of the United States, or may require export authorizations, including by license, a license exception, or other appropriate government authorizations and conditions, including annual or semi-annual reporting. Export control and economic sanctions laws may also include prohibitions on the sale or supply of certain of our products to embargoed or sanctioned countries, regions, governments, persons, and entities. In addition, various countries regulate the importation of certain products through import permitting and licensing requirements and have enacted laws that could limit our ability to distribute our products. The exportation, re-exportation, and importation of our products and technology and the provision of services, including by our partners, must comply with these laws or else we may be adversely affected through reputational harm, government investigations, penalties, and a denial or curtailment of our ability to export our products and technology. Complying with export control and sanctions laws may be time-consuming and may result in a delay or loss of sales opportunities. Although we take precautions to prevent our products and technology from being provided in violation of such laws, our products and technology may have previously been, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. Export or import laws or sanctions policies are subject to rapid change and have been the subject of recent U.S. and non-U.S. government actions. Changes in export or import laws or sanctions policies may adversely impact our operations, delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products and technology to certain countries, regions, governments, persons, or entities altogether, which could adversely affect our business, financial condition, and operating results.

We seek to comply with all applicable statutory and administrative requirements concerning environmental quality. Expenditures for compliance with federal, state, and local environmental laws have not had, and are not expected to have, a material effect on our capital expenditures, results of operations, or competitive position.

In addition, to the extent that our facilities and operations are or become subject to the plant and laboratory safety requirements of various environmental and occupational safety and health laws in the U.S., we believe we are in compliance with all such laws and regulations, and to date, those regulations have not materially restricted or impeded operations. Further, we believe our processes to be highly efficient, generating very low levels of waste and emissions. For this reason, we do not view issues surrounding climate change and any currently foreseeable related regulations as materially impacting our business and financial statements, beyond any inestimable impact on the macroeconomic environment.

We are also generally subject to other industry and environmental regulations for electronic and semiconductor products such as the Restriction of Hazardous Substances Directive 2002/95/EC.

Manufacturing

Our internal operations include semiconductor materials and wafer production, process development, quick-turn chip fabrication, prototyping, wafer-level and device-level testing and validation. Our equipment includes materials synthesis and semiconductor fabrication tools, automated and semi-automated wafer probers, packaging and prototyping equipment, and test and validation instruments. These capabilities allow us to develop process flows, produce engineering samples, evaluate externally fabricated wafers, and support customer and manufacturing qualification activities.

We also use external foundries, wafer suppliers, packaging companies, test providers, and integration partners. During fiscal year 2026, we expanded outsourced wafer fabrication activities and announced relationships with Tower Semiconductor and Sumitomo Chemical Advanced Technologies for wafer production and fabrication. Our manufacturing strategy is to retain control of core materials, processes, and product know-how while using qualified third parties for production-scale processes and capacity.

This manufacturing model may allow us to scale more efficiently than constructing and operating a fully integrated production facility. However, we depend on third parties for portions of our manufacturing flow, and we may encounter capacity constraints, long lead times, process-transfer challenges, yield variability, quality issues, cost increases, equipment limitations, or disruptions. We will need to establish repeatable processes, quality systems, supplier controls, and customer-approved production flows before supporting material commercial volumes.

Sales

Our revenue currently consists primarily of government development contracts and limited commercial product sales. We have sold small volumes of wafers and chips, delivered engineering samples, performed non-recurring engineering and R&D services, and have begun taking initial commercial sales orders. Our commercial products are in early stages of customer evaluation and qualification, and we cannot predict whether current engagements or orders will result in recurring or high-volume sales.

The sales cycle for semiconductor components can be lengthy and may include technical evaluation, prototype delivery, reliability testing, manufacturing qualification, system design in, and end customer approval. A design win may not result in material revenue, and production volumes can be affected by changes in customer products, forecasts, market demand, competing technologies, and supply chain conditions.

Marketing

Our marketing and business development activities focus on direct engagement with prospective customers, strategic partners, government agencies, and participants in the semiconductor and photonics ecosystem. We work with potential customers to identify performance requirements, provide technical information and samples, support evaluations, and develop product and manufacturing roadmaps. We are subject to confidentiality obligations with many current and prospective customers and partners.

We also market our technology and products through our website, technical publications, industry conferences, trade shows, investor and customer meetings, and participation in government and industry consortia. During fiscal year 2026, we joined the Midwest Microelectronics Consortium, a Microelectronics Commons hub focused on transitioning critical technologies to domestic manufacturing, and we continued participating in technical and industry events focused on optical communications, defense and aerospace, compound semiconductors, and quantum photonics.

Employees & Human Capital

At June 30, 2026, Aeluma had 27 employees, of whom 24 were full-time employees. All employees reside in the United States of America. On occasion, we engage independent contractors to support our efforts. None of our employees or contractors is subject to a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good. Our human capital management objectives are to acquire, engage, develop, and retain top talent. We believe that our compensation and benefit programs are appropriately designed to attract and retain qualified talent. To create and maintain a successful work environment, we offer an annual base salary and a comprehensive package of additional benefits that support the overall well-being of all our employees and their families. Additionally, we may also grant equity awards to attract, reward, and retain key employees to allow them to share in our overall performance.

Corporate Information

Aeluma was incorporated in Delaware on August 21, 2020, under the name Parc Investments, Inc.; the name was changed to Aeluma, Inc. in June 2021. Our principal executive offices are located at 27 Castilian Drive, Goleta, California 93117. Our website is located at www.aeluma.com and we make available, free of charge, on or through our website all of our periodic reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as soon as reasonably practicable after we file such reports with the SEC. Our website and the information contained on our website is not incorporated by reference and is not a part of this Annual Report.