S-1/A: Aeluma, Inc. Eyes NASDAQ Listing with $12.5 Million Common Stock Offering

Aeluma, Inc., a Delaware corporation specializing in optoelectronic and electronic devices, is undertaking a firm commitment underwritten public offering to raise capital and list its common stock on a national exchange.

Summary

• Aeluma, Inc. is planning a firm commitment underwritten public offering of 1,739,130 shares of common stock, with an option for the underwriter to purchase an additional 260,870 shares.
• The assumed initial offering price is $5.75 per share, with an anticipated price range of $5.25 to $6.25.
• The offering also includes the resale of 898,573 shares underlying convertible notes issued in 2024.
• Aeluma intends to use the net proceeds for business development, manufacturing process advancement, and general working capital.
• The company has applied to list its common stock on NASDAQ under the symbol ALMU, but may consider other national exchanges.
• If NASDAQ listing is not achieved, the offering will not proceed.
• Craig-Hallum Capital Group LLC is acting as the underwriter for the offering.
• The underwriter has an option to purchase up to 260,870 additional shares to cover over-allotments.
• The company's common stock currently trades on the OTCQB under the symbol ALMU.
• The last reported sales price on the OTCQB as of March 21, 2025, was $6.10 per share.
• The notes mature in June 2026 and do not carry any interest.
• The notes are convertible into shares of the company's common stock upon the occurrence of certain events.
• The applicable conversion price will not be lower than 85% of the 5-day VWAP on the applicable Closing Date (the Floor Price) nor will the applicable conversion price be higher than $3.50 per share (the Ceiling Price).

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The potential for growth and NASDAQ listing are positive, but the company's unprofitability and competitive landscape pose risks.

Positives

• The offering aims to provide capital for business development and manufacturing advancements.
• Listing on NASDAQ could increase the company's visibility and access to capital.
• The company has extensive patent protection and trade secrets.
• The company has a state-of-the-art R&D/manufacturing cleanroom and access to world-class rapid prototyping capabilities.
• The company has ISO 9001:2015 certification effective September 6, 2024.

Negatives

• The company is currently unprofitable and may continue to be so in the foreseeable future.
• The company's common stock is currently quoted on the OTCQB, which may not be indicative of the price at which the stock may trade upon listing on a national exchange.
• The company is dependent on a limited number of customers.
• The company may be subject to penny stock regulations and restrictions and if we are subject to such regulations and restrictions you may have difficulty selling shares of our Common Stock.

Risks

• The company faces substantial competition from established and emerging technology companies.
• The company may require additional financing to fully execute its business plan.
• The company relies on limited sources of wafer fabrication, packaged products fabrication and product testing.
• The company is susceptible to manufacturing delays and pricing fluctuations that could prevent it from shipping customer orders on time.
• The company may be subject to intellectual property rights claims by third parties.
• The company may be unable to develop new products to satisfy changing customer demands or regulatory requirements.
• 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 will continue to develop its technology, mature its manufacturing processes, expand its business development and marketing efforts, and engage with manufacturing partners toward volume production and commercialization.

Industry Context

The company operates in the semiconductor industry, which is characterized by rapid innovation, short product life cycles, and intense competition.

Comparison to Industry Standards

• The company aims to compete with major players in the image sensor market, including Sony, Samsung, and Omnivision in silicon CMOS sensors, and Hamamatsu and Teledyne/FLIR in InGaAs sensors.
• Aeluma believes its technology will outperform silicon CMOS image sensors while achieving a lower cost of manufacturing than traditional InGaAs sensors.

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.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares.
• Employees may benefit from the company's growth and development.
• Customers may benefit from the company's advancements in optoelectronic and electronic devices.

Next Steps

• The company will seek to list its common stock on NASDAQ.
• The company will continue to develop its technology and manufacturing processes.
• The company will expand its business development and marketing efforts.

Key Dates

Keywords

public offering, common stock, NASDAQ, optoelectronics, semiconductors, Aeluma, ALMU, Craig-Hallum, underwriting, convertible notes