Aeluma cuts stockholder meeting threshold to one-third

Rhea-AI Filing Summary

Aeluma, Inc. (ALMU) approved and adopted amended and restated bylaws on September 29, 2026, reducing the quorum required to hold a stockholder meeting from a majority to one-third (1/3) of the voting power of its issued and outstanding capital stock entitled to vote.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum threshold: One-third (1/3) of voting power

1 metrics

Quorum threshold One-third (1/3) of voting power Required to hold a stockholder meeting

Key Terms

quorum, voting power, issued and outstanding

3 terms

quorum regulatory

"quorum necessary to hold a meeting of stockholders"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

voting power regulatory

"one-third (1/3) of the voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

issued and outstanding regulatory

"capital stock issued and outstanding and entitled to vote"

Issued and outstanding refers to two related counts of a company's stock: "issued" is the total number of shares the company has created and ever sold, while "outstanding" is the number of those shares currently held by outside investors (issued shares minus any the company holds in its treasury). Investors use outstanding shares to calculate ownership percentages, voting power, earnings per share and market capitalization — think of issued shares as all slices baked and outstanding as the slices actually on the table for people to eat.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What quorum does Aeluma (ALMU) require for stockholder meetings?

Aeluma's amended bylaws set the quorum at one-third (1/3) of the voting power of capital stock issued and outstanding and entitled to vote, replacing the prior majority requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 04:01 PM Accepted by SEC EDGAR 09/30/2026 - 04:01 PM Learn about SEC filing dates

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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): September 29, 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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2026, the Board of Directors (the “Board”) of Aeluma, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) to reduce the quorum necessary to hold a meeting of stockholders from a majority to one-third (1/3) of the voting power of the capital stock of the Company issued and outstanding and entitled to vote.

The foregoing description is qualified by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
3.1		Amended and Restated Bylaws of Aeluma, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: September 30, 2026	By:	/s/ Christopher Stewart
		Christopher Stewart
		Chief Financial Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 AMENDED AND RESTATED BYLAWS OF AELUMA, INC 192.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB