Aeluma, Inc.
For the period ended Sep 30, 2026. Filed Nov 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 12, 2026
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Item 5. Other Information
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Amendment to Bylaws
Effective November 12, 2026, our Board of Directors approved an amendment and restatement of our Bylaws to defer to the current state statute with respect to production of a stockholder list in connection with our annual meeting of stockholders.
The foregoing description is qualified by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Insider Trading Arrangements and Related Disclosure
During the three months ended September 30, 2026, no director or executive officer adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
As previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, on May 23, 2026, Jonathan Klamkin, our President, Chief Executive Officer, and Chairman of our Board of Directors, adopted a Rule 10b5-1 trading arrangement that provided for the sale of up to 300,000 shares of our common stock. Subsequent to the end of the period covered by this report, on October 21, 2026, Dr. Klamkin terminated the 10b5-1 trading arrangement.
Annual Meeting Timing
As previously announced, our Board of Directors established November 19, 2026 as the date of our next annual meeting of stockholders (the “Annual Meeting”). The exact time and virtual attendance details for the Annual Meeting were specified in a definitive proxy statement that was filed with the Securities and Exchange Commission on September 30, 2026.
The date of the Annual Meeting is more than 30 days before the anniversary of our prior annual meeting of stockholders. Accordingly, stockholders who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), desire to present proposals (other than director nominations) for inclusion in Aeluma’s proxy materials relating to the Annual Meeting were required to follow the procedures provided in Rule 14a-8 and our bylaws. To be timely, such proposals must have been delivered to or mailed and received by our corporate secretary on or before the close of business on September 26, 2026, which was a reasonable time before printing and mailing of our proxy materials for the meeting.
Stockholders who intend to propose an item of business for consideration at the Annual Meeting, but not have it included in our proxy statement, or intending to nominate a person for election as a director at the Annual Meeting, must have provided timely written notice of such proposal or nomination. To be timely under our bylaws, such notice also must have been delivered to or mailed and received by our corporate secretary no later than the close of business on September 26, 2026.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the nominees selected by our board of directors also must have provided notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than September 26, 2026.
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