InsiderTrades

Form 4 for ALMU Aeluma, Inc.

Accepted 2025-03-31 00:00:00 ET · period of report 2025-03-27 · accession 0001213900-25-026517 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
D 2025-03-31 2025-03-27 ALMU Tompkins Mark N. 10% C - Cnv Deriv $3.50 +200.0K 2.92M +7% +$700.0K
D 2025-03-31 2025-03-27 ALMU Tompkins Mark N. 10% C - Cnv Deriv — 0 0 New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2025-03-27 C A 200,000 $3.50 2,915,833 D — — (F2) The conversion events included: (a) upon an equity financing resulting in gross proceeds to the Issuer of at least $5,000,000, the notes would convert at a price per share equal to 85% of the per share price paid by the investors in the financing; and (b) upon the Issuer's stock being accepted for listing on a national securities exchange or market, the notes would convert at a price per share equal to 85% of the volume weighted average price of the common stock for the five trading days immediately prior to the listing; provided that the conversion price would not be lower than a specified floor price nor higher than $3.50 per share. On March 27, 2025, as a result of the Issuer's public offering of shares of common stock at $5.25 per share for gross proceeds exceeding $5,000,000 and the listing of the common stock on the Nasdaq Capital Market, the notes converted in full at $3.50 per share into 200,000 shares of common stock. (F1) On August 5 and August 27, 2024, the Reporting Person purchased from the Issuer, in a private placement exempt from registration under the Securities Act, $500,000 and $200,000, respectively, principal amount ($700,000 in the aggregate) of the Issuer's 0% convertible promissory notes with a maturity date of June 30, 2026. The form of the notes was filed with the Securities and Exchange Commission by the Issuer on August 6, 2024, as an exhibit to a Current Report on Form 8-K: https://www.sec.gov/Archives/edgar/data/1828805/000121390024065747/ea021072201ex10-2_aeluma.htm. The notes were convertible into shares of the Issuer's common stock only upon the occurrence of certain specified future events and at a price that was to be determined at the time of conversion(2)
2 Derivative Convertible Promissory Note 2025-03-27 C D — $3.50 0 D $3.50 · 2025-03-27 to 2025-03-27 200,000 Common Stock (F2) The conversion events included: (a) upon an equity financing resulting in gross proceeds to the Issuer of at least $5,000,000, the notes would convert at a price per share equal to 85% of the per share price paid by the investors in the financing; and (b) upon the Issuer's stock being accepted for listing on a national securities exchange or market, the notes would convert at a price per share equal to 85% of the volume weighted average price of the common stock for the five trading days immediately prior to the listing; provided that the conversion price would not be lower than a specified floor price nor higher than $3.50 per share. On March 27, 2025, as a result of the Issuer's public offering of shares of common stock at $5.25 per share for gross proceeds exceeding $5,000,000 and the listing of the common stock on the Nasdaq Capital Market, the notes converted in full at $3.50 per share into 200,000 shares of common stock. (F1) On August 5 and August 27, 2024, the Reporting Person purchased from the Issuer, in a private placement exempt from registration under the Securities Act, $500,000 and $200,000, respectively, principal amount ($700,000 in the aggregate) of the Issuer's 0% convertible promissory notes with a maturity date of June 30, 2026. The form of the notes was filed with the Securities and Exchange Commission by the Issuer on August 6, 2024, as an exhibit to a Current Report on Form 8-K: https://www.sec.gov/Archives/edgar/data/1828805/000121390024065747/ea021072201ex10-2_aeluma.htm. The notes were convertible into shares of the Issuer's common stock only upon the occurrence of certain specified future events and at a price that was to be determined at the time of conversion(2)