[8-K] Aeluma, Inc. Reports Material Event

Rhea-AI Filing Summary

Aeluma, Inc. appointed Christopher Stewart as full-time Chief Financial Officer and Principal Accounting Officer effective August 4, 2025. Stewart replaces interim CFO James Seo and brings prior public-company CFO experience at LeddarTech and Bionano Genomics and senior financial leadership roles at Maxwell Technologies, Entropic Communications and Intel. The company will enter into a standard indemnification agreement with him.

Stewart's compensation includes an annual salary of $300,000, an option to purchase 110,000 shares under the 2021 Stock Incentive Plan and 55,000 restricted stock units subject to the Plan. The employment agreement is attached as Exhibit 10.1 and a press release announcing the appointment is filed as Exhibit 99.1. The filing states no family relationships or transactions requiring Item 404 disclosure.

Positive

• Experienced hire: Christopher Stewart has prior CFO roles at LeddarTech and Bionano Genomics and senior finance positions at Maxwell, Entropic and Intel
• Clear compensation terms: Annual salary of $300,000, option to purchase 110,000 shares, and 55,000 restricted stock units under the 2021 Stock Incentive Plan
• No related-party issues stated: Filing discloses no family relationships and no transactions requiring Item 404 disclosure
• Supporting documentation filed: Employment agreement attached as Exhibit 10.1 and press release attached as Exhibit 99.1

Negative

• None.

Insights

Financial Analyst

TL;DR Appointment of an experienced public-company CFO with defined cash and equity compensation.

Stewart's background includes CFO roles at LeddarTech and Bionano Genomics and senior finance positions at Maxwell, Entropic and Intel, which the company cites in support of his qualifications. The filing discloses a $300,000 annual salary, an option to purchase 110,000 shares and 55,000 restricted stock units under the 2021 Stock Incentive Plan, and a standard indemnification agreement. The filing also affirms no family relationships and no transactions requiring Item 404 disclosure. For investors, this is a personnel stabilization event documented with specific compensation terms.

Corporate Governance Expert

TL;DR Governance disclosure is standard: appointment, compensation, indemnification, and exhibits are properly filed.

The 8-K identifies Stewart as CFO and Principal Accounting Officer and attaches his employment agreement (Exhibit 10.1) and the related press release (Exhibit 99.1). The company states there are no family relationships with other executives or directors and no reportable transactions under Item 404 of Regulation S-K. The filing also notes a standard indemnification agreement will be entered. Disclosures align with Item 5.02 and Item 9.01 requirements in the document.

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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): August 8, 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 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

As of August 4, 2025, Aeluma, Inc. (the “Company”), has appointed Christopher Stewart (“Stewart”) as its full time Chief Financial Officer (CFO)/Principal Accounting Officer, taking over for Mr. James Seo (“Seo”) who was serving as interim CFO/Principal Accounting Officer. There are no family relationships between Stewart, Seo, and any of the Company’s directors or other executive officers. There is no arrangement or understanding between Stewart and any other person pursuant to which Stewart was selected as CFO. There have been no transactions involving Stewart that would be required to be disclosed by Item 404(a) of Regulation S-K. The Company will enter into a standard indemnification agreement with him.

Stewart shall receive an annual salary of $300,000, to be paid on a bi-monthly basis, an option to purchase 110,000 shares of the Company’s common stock under the Company’s 2021 Stock Incentive Plan (the “Plan”), and 55,000 restricted stock units subject to the terms and conditions of the Plan, all as set forth in his employment agreement, which is attached hereto as Exhibit 10.1.

Prior to joining the Company, Stewart was the CFO at LeddarTech Holdings Inc., an AI-driven software company that Stewart helped lead through a public market debut. Prior roles include CFO of Bionano Genomics, Inc., as well as senior financial leadership roles at Maxwell Technologies (acquired by Tesla), Entropic Communications (acquired by Maxlinear), and Intel. Stewart holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Carnegie Mellon University. Given Stewart’s experience, the Company believes that he is qualified to serve as CFO and Principal Accounting Officer.

On August 4, 2025, the Company issued a press release regarding Stewart’s appointment. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit
10.1		Employment Agreement
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 8, 2025	By:	/s/ Jonathan Klamkin
		Jonathan Klamkin
		President, Chief Executive Officer, and Director

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FAQ

When was Christopher Stewart appointed CFO of Aeluma (ALMU)?

The filing states Stewart was appointed as full-time CFO and Principal Accounting Officer effective August 4, 2025.

What compensation did Aeluma disclose for its new CFO (ALMU)?

Stewart will receive an annual salary of $300,000, an option to purchase 110,000 shares under the 2021 Stock Incentive Plan, and 55,000 restricted stock units.

Does the filing disclose any related-party transactions or family relationships for the new CFO?

The company states there are no family relationships between Stewart and any of the company's directors or executive officers and no transactions requiring disclosure under Item 404.

What exhibits accompany the 8-K announcing the CFO appointment for ALMU?

The filing attaches the Employment Agreement as Exhibit 10.1 and the Press Release as Exhibit 99.1. The Cover Page Interactive Data File is listed as Exhibit 104.

Who did Stewart replace as interim CFO at Aeluma?

Stewart took over the CFO/Principal Accounting Officer role from interim CFO James Seo.