S-1: Aeluma Files for NASDAQ Uplisting and Public Offering to Fuel Growth

Aeluma, Inc. is seeking to raise capital through a public offering and NASDAQ uplisting to expand its business development, advance manufacturing processes, and for general working capital.

Summary

• Aeluma, Inc. has filed a Form S-1 registration statement with the SEC for a proposed public offering of its common stock.
• The offering includes shares to be sold by the company and resale shares from existing shareholders holding convertible notes.
• The company intends to use the net proceeds for business development, manufacturing advancements, and general working capital.
• Aeluma is also pursuing a listing on NASDAQ under the ticker symbol 'ALMU'.
• The company develops optoelectronic and electronic devices for sensing, communication, and computing applications.
• The company's technology focuses on high-performance compound semiconductors on large diameter substrates.
• The company's target markets include mobile, automotive, AI, defense & aerospace, communication, AR/VR, HPC and quantum computing.
• The company's common stock is currently quoted on the OTCQB under the symbol ALMU.
• The company anticipates a public offering price between $ and $ per share of Common Stock.
• The company will not receive any proceeds from the sales by the Selling Shareholders.

Sentiment

Score: 6

Explanation: The document is mostly neutral, outlining the details of the public offering and the company's business. While there are positive aspects like the potential of the technology and the target markets, the document also highlights significant risks and the company's current unprofitability, leading to a moderate sentiment score.

Positives

• The company's technology has the potential to impact a broad range of market verticals.
• The company has a state-of-the-art R&D/manufacturing cleanroom and access to world-class rapid prototyping capabilities.
• The company maintains extensive patent protection and trade secrets that relate to its materials, manufacturing technology and applications.
• The company has generated revenue through various customer and government contracts.

Negatives

• The company is unprofitable and will continue to be unprofitable in the foreseeable future.
• The company may require additional financing to fully execute its business plan and to fund operations, which additional financing may not be available on reasonable terms or at all.
• The company faces substantial competition from a great many established and emerging technology companies that develop, distribute or sell products similar to ours.
• The company relies on limited sources of wafer fabrication, packaged products fabrication and product testing, the loss of which could delay and limit our product shipments.
• Shares of our Common Stock are sporadically and thinly traded.

Risks

• The company faces substantial competition from established and emerging technology companies.
• The company relies on limited sources of wafer fabrication, packaged products fabrication and product testing, the loss of which could delay and limit our product shipments.
• The company may require additional financing to fully execute its business plan and to fund operations, which additional financing may not be available on reasonable terms or at all.
• The market prices and trading volumes of the Common Stock may be volatile and may be affected by economic conditions beyond our control.
• Shares of our Common Stock are sporadically and thinly traded.

Future Outlook

The company intends to use the net proceeds from the offering for (i) expansion of our business development efforts, including hiring new employees; (ii) advancing our manufacturing processes for production; and (iii) working capital and general business purposes.

Industry Context

The company operates in the semiconductor industry, which is characterized by rapid innovation, short product life cycles, and intense competition. The company's technology is broadly applicable and has the potential to impact across mobile, AR/VR, automotive, robotics, industrial, defense & aerospace, communication, AI, HPC, quantum computing, and others.

Comparison to Industry Standards

• The company competes with major global semiconductor companies as well as smaller companies focused on specific market niches.
• According to Yole Development, the major suppliers of silicon CMOS image sensors include Sony, Samsung, Omnivision, On Semi, STM, Panasonic, Canon, SK Hynix, and others.
• According to Markets and Markets, the major suppliers of InGaAs sensors include Hamamatsu, Sumitomo, Teledyne/FLIR, Excelitas, and others.
• Incumbent InGaAs suppliers commonly leverage 3-inch substrates, whereas Aeluma aims to leverage larger diameter substrates up to 12-inch.

Management Changes

Related Party Transactions

• The Company is party to that certain Advisory Agreement with Mr. DenBaars, one of our directors, dated as of December 31, 2020, pursuant to which Mr. DenBaars shall serve as an advisor to the Company.
• Under the agreement, as partial compensation for his advisory services, the Company granted Mr. DenBaars the right to purchase 32,805 shares of common stock (represents 25,252 shares of Biond common stock prior to the Merger) at a price $0.008 per share; the shares have a four-year vesting schedule and Mr. DenBaars purchased such shares on February 4, 2021, prior to being appointed as one of our directors.
• The Advisory Agreement with Mr. DenBaars was amended on June 10, 2021 to reflect additional advisory services.
• Under this agreement, as partial compensation for his advisory service, the Company granted Mr. DenBaars the right to purchase an additional 213,198 shares of the Companys common stock (represents 164,108 shares of Biond common stock prior to the Merger) at a price of $0.015 per share; the shares have a two-year vesting schedule.
• Pursuant to the terms of his advisory agreements, 241,903 of the shares have vested as of the date of this prospectus.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the public offering.
• Employees may benefit from the expansion of business development efforts and hiring of new employees.
• Customers may benefit from the advancement of manufacturing processes and commercialization traction.

Next Steps

• The company will continue to develop its technology and manufacturing processes.
• The company will expand its business development and marketing efforts.
• The company will engage with manufacturing partners.
• The company will pursue volume production and commercialization.
• The company will seek to list its common stock on NASDAQ.

Key Dates