DEF 14A of Aeluma, Inc., Dec 2, 2025

DEF 14A of Aeluma, Inc.

Filed Dec 2, 2025 · FY20250001213900-25-117284

Open on EDGAR

  1. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS

    PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS The Board of Directors currently consists of five members. Only the terms of the Class I directors expire at this shareholder meeting and therefore only the Class I directors need to be elected at the 2025 Annual Meeting. Class II and Class III directors will remain on the board until their respective terms expire. As per our amended and restated bylaws, our board of directors is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election or until their earlier death, resignation, or removal. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. The Class I director nominees up for election at this meeting is:

  2. PROPOSALS PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS

    | Name | Age | Positions | Director Class | Expiration of New Term (if elected) | | Steven P. DenBaars | 63 | Director | Class I | 2028 Annual Meeting | | John Paglia | 57 | Director | Class I | 2028 Annual Meeting |

  3. STEVEN P. DENBAARS

    STEVEN P. DENBAARS Steven P. DenBaars serves as one of our directors. Steven has been on Biond Photonics’ (now Aeluma’s) Board of Directors since June 5, 2021. He is a Distinguished Professor of Materials and Electrical and Computer Engineering at the University of California Santa Barbara (1991-pres). Prof. DenBaars has been very active in entrepreneurship, having helped co-found several start-up companies in the field of photonics and electronics. In 1996, he Co-founded Nitres Inc., which was acquired by Cree Inc. in May 2000. In 2013, he Co-Founded SLD Laser, and helped build the company to over 150 employees before being acquired by Kyocera Corporation in 2021. In 2014, he assisted Dr. Jeffry Shealy in the founding of Akoustis Technologies Inc. (AKTS) for commercialization of RF Filters. In 2022 he joined the Board of Directors of SmartKem Ltd., a high-performance organic semiconductor company, in 2025 he joined the Board of Palomino Laboratories Inc. He received the IEEE Fellow award in 2005, member of the National Academy of Engineers in 2012, and National Academy of Inventors in 2014, and Optica Fellow in 2023. He has authored or co-authored over 1200 technical publications, 380 conference presentations, and over 193 patents. Mr. DenBaars has a Bachelor of Science in Metallurgical Engineering from the University of Arizona and a Master of Science and a Ph.D. in Material Science and Electrical Engineering, respectively from the University of Southern California. We believe Mr. DenBaars qualifies as our director because of his entrepreneurial and start-up experience, as well as his engineering knowledge.

  4. Director Independence and Board Committees

    | ● | discharge the responsibilities of the Board relating to compensation of our directors, executive officers, and key employees; |

  5. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during the fiscal years ended June 30, 2025 and 2024 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

  6. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jonathan Klamkin | 2025 | 271,667(1) | 163,800 | — | 1,427,360 | — | — | — | 1,862,827 | | CEO and Director | 2024 | 255,000(1) | — | — | — | — | — | — | 255,000 | | James Seo, | 2025 | 159,500(2)(3) | — | — | 99,345 | — | — | — | 258,845 | | Interim CFO | 2024 | 152,500 | — | — | — | — | — | — | 152,500 |

  7. Summary Compensation Table

    | (1) On January 27, 2025, the Board of Directors approved an increase in Mr. Klamkin’s annual salary to $295,000. On January 10, 2024, The Board of Directors approved issuing him 220,000 options with a 4-year vesting schedule, with an exercise price of $7.80 per share, subject to continued service as of each such vesting date. |

  8. Summary Compensation Table

    | (2) On January 1, 2025, The Board of Directors approved issuing Mr. Seo 15,000 options with a 4-year vesting schedule, with an exercise price of $8.86 per share, subject to continued service as of each such vesting date. |

  9. Summary Compensation Table

    | (3) Mr. Seo was Interim Chief Financial Officer from March 18, 2025, to August 4, 2025. |

  10. Summary Compensation Table

    | (4) The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30, 2025. These amounts have been calculated in accordance with FASB ASC Topic 718. |

  11. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding certain outstanding shares held by each of our named executive officers as of June 30, 2025. The table below reflects all outstanding shares as of June 30, 2025, as if they had been granted by us.

  12. Outstanding Equity Awards at June 30, 2025

    Outstanding Equity Awards at June 30, 2025

  13. Outstanding Equity Awards at June 30, 2025

    | Stock Options | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) | | Jonathan Klamkin | 62,500 | 37,500 | — | 2.10 | 11/30/2032 | — | — | — | — | | | 27,499 | 192,501 | — | 7.80 | 1/10/2035 | — | — | — | — | | James Seo (3) | 19,999 | 20,001 | — | 3.00 | 5/15/2033 | — | — | — | — | | | 1,875 | 13,125 | — | 8.86 | 1/1/2035 | — | — | — | — |

  14. Outstanding Equity Awards at June 30, 2025

    | (1) On November 30, 2022, we granted Mr. Klamkin a stock option to purchase 100,000 shares of our common stock, vesting in equal quarterly installments over four years, subject to his continued service on each vesting date. On January 10, 2025, we granted him a stock option to purchase 220,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |

  15. Outstanding Equity Awards at June 30, 2025

    | (2) On May 15, 2023, we granted Mr. Seo a stock option to purchase 40,000 shares of our common stock. Twenty-five percent of the options will vest after twelve months of continuous employment from the grant date, with the remaining shares vesting in equal monthly installments over the following three years, subject to his continued service on each applicable vesting date. Additionally, on January 1, 2025, we granted him a stock option to purchase 15,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |

  16. Outstanding Equity Awards at June 30, 2025

    | (3) Mr. Seo served as Interim Chief Financial Officer from March 18, 2025, to August 4, 2025. |

  17. Outstanding Equity Awards at June 30, 2025

    Pursuant to the Merger Agreement and upon the closing of the Merger, we adopted our 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the issuance of incentive awards of stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, cash awards, and stock bonus awards. We initially reserved 980,000 shares of our common stock for issuance pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately preceding December 31, or a number as may be determined by our Board of Directors. On January 1, 2022, and 2023, the number of shares reserved for issuance was increased by 532,500 shares and 565,850 shares, respectively. As of June 30, 2025, the number of shares available for future issuance under our 2021 Plan was 1,576,437. As of the Record Date, the number of shares available for future issuance under our 2021 Plan was 1,225,456.

  18. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | — | — | 534,950 | — | 534,950 | | Craig Ensley | — | — | 542,621 | — | 542,621 | | John Paglia | — | — | 555,813 | — | 555,813 | | Mike Byron | — | — | 233,336(3) | — | 233,336 |

  19. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES PROPOSAL NO. 2 APPROVAL, RATIFICATION, AND CONFIRMATION OF RE-APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION The Audit Committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected Rose, Snyder & Jacobs LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending June 30, 2026. Ratification of the selection of Rose, Snyder & Jacobs LLP by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the 2025 Annual Meeting. If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to engage Rose, Snyder & Jacobs LLP, but may, in their discretion, retain Rose, Snyder & Jacobs LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders. A Representative from Rose, Snyder & Jacobs LLP will be in attendance at the 2025 Annual Meeting via teleconference to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.

  20. Director Independence and Board Committees

    | ● | discharge the responsibilities of the Board relating to compensation of our directors, executive officers, and key employees; |

  21. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the fiscal years ended June 30, 2025 and 2024 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

  22. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jonathan Klamkin, CEO | 2025 | $271,667(1) | $163,800 | - | $1,427,360 | - | - | - | $1,862,827 | | and Director | 2024 | $255,000(1) | - | - | - | - | - | - | 255,000 | | James Seo | 2025 | $159,000(2)(3) | - | - | $99,345 | - | - | - | $258,345 | | Interim CFO | 2024 | $152,500 | - | - | - | - | - | - | $152,500 |

  23. Summary Compensation Table

    | (1) On January 27, 2025, the Board of Directors approved an increase in Mr. Klamkin’s annual salary to $295,000. On January 10, 2024, The Board of Directors approved issuing him 220,000 options with a 4-year vesting schedule, with an exercise price of $7.80 per share, subject to continued service as of each such vesting date. |

  24. Summary Compensation Table

    | (2) On January 1, 2025, The Board of Directors approved issuing Mr. Seo 15,000 options with a 4-year vesting schedule, with an exercise price of $8.86 per share, subject to continued service as of each such vesting date. |

  25. Summary Compensation Table

    | (3) Mr. Seo was Interim Financial Officer from March 18, 2025 to August 4, 2025. |

  26. Summary Compensation Table

    | (4) The dollar amounts in this column reflect the grant date fair value of stock option awards granted during the fiscal year ended June 30, 2025. These amounts have been calculated in accordance with FASB ASC Topic 718. |

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding certain outstanding shares held by each of our named executive officer as of June 30, 2025. These shares were converted into shares of our common stock in connection with the Merger, and the table below reflects all outstanding shares as of June 30, 2025 as if they had been granted by us.

  28. Outstanding Equity Awards at June 30, 2025

    Outstanding Equity Awards at June 30, 2025

  29. Outstanding Equity Awards at June 30, 2025

    | Stock Options | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) | | Jonathan Klamkin(1) | 62,500 | 37,500 | - | 2.10 | 11/30/2032 | - | - | - | - | | | 27,499 | 192,501 | - | 7.80 | 1/10/2035 | - | - | - | - | | James Seo(2) | 19,999 | 20,001 | | 3.00 | 5/15/2033 | | | | | | | 1,875 | 13,125 | - | 8.86 | 1/1/2035 | - | - | - | - |

  30. Outstanding Equity Awards at June 30, 2025

    | (1) On November 30, 2022, we granted Mr. Klamkin a stock option to purchase 100,000 shares of our common stock, vesting in equal quarterly installments over four years, subject to his continued service on each vesting date. On January 10, 2025, we granted him a stock option to purchase 220,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |

  31. Outstanding Equity Awards at June 30, 2025

    | (2) On May 15, 2023, we granted Mr. Seo a stock option to purchase 40,000 shares of our common stock. Twenty-five percent of the options will vest after twelve months of continuous employment from the grant date, with the remaining shares vesting in equal monthly installments over the following three years, subject to his continued service on each applicable vesting date. Additionally, on January 1, 2025, we granted him a stock option to purchase 15,000 shares of our common stock, vesting in equal monthly installments over four years, also subject to his continued service on each vesting date. |

  32. Compensation Paid to Directors

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Steven P. DenBaars | - | - | 534,950 | - | 534,950 | | Craig Ensley | - | - | 542,621 | - | 542,621 | | John Paglia | - | - | 555,813 | - | 555,813 | | Michael Byron | - | - | 233,336(3) | - | 233,336 |