Aeluma, Inc. Enters \$50 Million At-the-Market Sales Agreement with Major Investment Banks

Key Points for Investors

• Sales Agreement Signed: On March 20, 2026, Aeluma, Inc. (Nasdaq: ALMU) entered into a Sales Agreement with Roth Capital Partners, LLC (as representative), Craig-Hallum Capital Group LLC, Northland Securities, Inc., and The Benchmark Company, LLC.
• Potential Equity Offering of Up to \$50 Million: Under the agreement, Aeluma may sell up to \$50 million of its common stock, from time to time, through the listed agents. The shares will be issued through ordinary brokers’ transactions on the Nasdaq Capital Market, at prevailing market prices or as otherwise agreed upon.
• Use of Shelf Registration: The company will issue shares under its shelf registration statement on Form S-3 (Registration No. 333-28135), which became effective on August 8, 2025.
• Immediate Effectiveness: A prospectus supplement related to the \$50 million offering was filed with the SEC immediately prior to the filing of this 8-K.
• Termination Provisions: Either the company or the agents may terminate the agreement with 5 business days’ written notice.
• Indemnification: The company agreed to indemnify the agents against certain liabilities, including those under the Securities Act and Exchange Act, or to contribute to payments the agents may be required to make.
• Emerging Growth Company: Aeluma is classified as an “emerging growth company” under SEC rules, potentially making it subject to less stringent financial reporting and compliance requirements.
• Listing and Compliance: The common stock (par value \$0.0001) is listed and actively traded on the Nasdaq Capital Market under the ticker symbol “ALMU.” The company has not received any notice of non-compliance with Nasdaq listing or maintenance requirements and expects to remain in compliance.
• Legal and Financial Opinion: The legal opinion and consent of Faegre Drinker Biddle & Reath LLP regarding the validity of the shares has been provided and filed as an exhibit.
• Financial Condition Representations: The company states that its financial statements are in accordance with GAAP, and it has no material undisclosed liabilities. There have been no undisclosed material adverse changes in the business, capital stock, or long-term indebtedness since the last reporting period.
• Sarbanes-Oxley Act Compliance: The company asserts it is not aware of any material failures to comply with Sarbanes-Oxley Act requirements, and confirms the effectiveness of its internal controls and disclosure procedures.
• No Material Defaults or Labor Disputes: The company reports no defaults on indebtedness or material labor disputes that could impact its operations or financials.
• Not an Investment Company: Aeluma confirms it is not, and after this offering will not be, an “investment company” as defined under the Investment Company Act of 1940.
• Use of Proceeds: The company will use the net proceeds as described in the prospectus supplement, typically for general corporate purposes, although investors should refer to the prospectus for specific details.
• Potential Dilution: The sale of up to \$50 million in stock may result in shareholder dilution depending on the number of shares issued and the price at which they are sold.
• No Off-Balance Sheet Arrangements: The company affirms it has no off-balance sheet transactions that would materially affect liquidity or capital resources.
• No Material Misstatements: The company certifies that, to its knowledge, the registration statement and prospectus do not contain any untrue statements of material fact or omit any material facts required to be stated.
• Market Activities: The company and its agents are prohibited from taking actions designed to stabilize or manipulate the market price of its securities.

What Shareholders Need to Know

• Potential for Share Price Movement: The ability to sell up to \$50 million of additional stock into the market is a significant development. While the actual impact depends on the timing, size, and pricing of share sales, such programs can sometimes put downward pressure on share prices due to dilution concerns or increased supply.
• Optionality and Flexibility: The agreement does not obligate Aeluma to sell shares; it provides flexibility to raise capital as needed and at market prices. This can be positive if funds are used for growth, but investors should monitor for dilution and capital deployment.
• Regulatory and Compliance Strength: The company’s representations regarding financial accuracy, compliance with Sarbanes-Oxley, and maintenance of internal controls are important for investor confidence, especially for a smaller emerging growth company.
• Shelf Registration and Ability to Raise Capital: The effective shelf registration allows Aeluma to quickly and efficiently access capital markets as opportunities or needs arise.
• Termination and Indemnification: The agreement can be terminated by either party with short notice, and the agents are protected against liabilities, shifting some risk to the company and shareholders.
• Emerging Growth Company Status: This status means Aeluma may not be subject to all the full reporting requirements imposed on larger companies, which can affect the availability of information to investors.

Potential Price Sensitive Issues

• Share Dilution: The sale of a significant amount of new shares could dilute existing shareholders and may put pressure on the share price, depending on timing, demand, and market conditions.
• Use of Proceeds: Investors should watch for updates on how the capital raised will be used, as strategic investments, debt repayment, or new initiatives could impact company growth and valuation.
• Market Reaction: ATM (At-the-Market) offerings can be viewed positively as a sign of financial flexibility, or negatively if the market believes the company needs cash to cover funding gaps or operational issues.

Conclusion

Aeluma, Inc. has taken steps to strengthen its financial flexibility by establishing an at-the-market equity program of up to \$50 million with several reputable investment banks. This move provides the company with capital-raising optionality but may result in future shareholder dilution depending on market conditions and the timing of share sales. Investors should monitor subsequent filings for information about actual share sales and use of proceeds, as well as any material changes in the company’s financial condition. The company’s compliance with regulatory and financial controls appears strong, adding confidence in its reporting and governance practices.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult financial advisors before making investment decisions. The information provided is based on filings and representations by Aeluma, Inc. as of March 20, 2026, and may be subject to change.

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