Aeluma (NASDAQ: ALMU) director cancels 10b5-1 plan to sell shares

Rhea-AI Filing Summary

Aeluma, Inc. reported that director Steven DenBaars has terminated a previously adopted Rule 10b5-1 trading plan. The plan, adopted on June 23, 2025, had authorized the potential sale of up to 130,000 shares of Aeluma common stock between October 6, 2025 and May 6, 2026 under preset price and formula conditions. On September 16, 2025, the plan was terminated, and the company stated that no sales were or will be made under this 10b5-1 plan.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

false 0001828805 0001828805 2025-09-16 2025-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 16, 2025

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		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 7.01 Regulation FD Disclosure.

On June 23, 2025, one of our directors, Mr. Steven DenBaars adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K of the Exchange Act (the “10b5-1 Plan”). The 10b5-1 Plan was for the sale of up to 130,000 shares of the Company’s common stock, to occur between October 6, 2025, and May 6, 2026, in accordance with the prices and formulas set forth in the 10b5-1 Plan. On September 16, 2025, Mr. DenBaars terminated the 10b5-1 Plan. Accordingly, no sales were or will be made pursuant to the 10b5-1 Plan.

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 19, 2025	By:	/s/ Jonathan Klamkin
		Jonathan Klamkin
		President, Chief Executive Officer, and Director

2

FAQ

What did Aeluma (ALMU) disclose in this 8-K filing?

Aeluma disclosed that director Steven DenBaars terminated a previously adopted Rule 10b5-1 trading plan and that no stock sales will occur under that plan.

How many Aeluma (ALMU) shares were covered by the canceled 10b5-1 plan?

The terminated Rule 10b5-1 plan had provided for the potential sale of up to 130,000 shares of Aeluma common stock.

When was the Aeluma (ALMU) director’s 10b5-1 plan adopted and terminated?

The plan was adopted on June 23, 2025 and was terminated on September 16, 2025.

Were any Aeluma (ALMU) shares actually sold under the terminated 10b5-1 plan?

No. Aeluma stated that no sales were or will be made pursuant to the terminated Rule 10b5-1 plan.

What trading period had been scheduled under the Aeluma (ALMU) 10b5-1 plan?

The plan had scheduled potential sales of Aeluma common stock between October 6, 2025 and May 6, 2026, before it was terminated.

Who is the Aeluma (ALMU) director associated with the terminated 10b5-1 plan?

The Rule 10b5-1 trading plan was adopted and later terminated by director Steven DenBaars.