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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): November 18, 2021

 

Aeluma, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56218   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: none.

 

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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On November 15, 2021, Aeluma, Inc.’s (the “Company”) board of directors (the “Board”) accepted Mr. Lee McCarthy’s resignation as one of the Company’s directors, to be effective December 1, 2021. Mr. McCarthy resigned to permit the appointment of an independent director to the Board and not as a result from any disagreement regarding any matter related to the Company’s operations, policies or practices.

 

On November 15, 2021, the Board also approved the appointment of Ms. Palvi Mehta to fill the vacancy created by Mr. McCarthy’s resignation, for the remainder of his term and the independent director agreement with Ms. Mehta, (the “Director Agreement”), which sets her compensation and establishes other terms and conditions governing her service on the Company’s Board. The Director Agreement is filed hereto as Exhibits 10.1.Ms. Mehta will serve as an independent director.

 

Ms. Mehta does not have any family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 8.01 Other Events.

 

On November 19, 2021, the Company will issue a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing Ms. Mehta’s appointment.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.   Description
     
10.1   Independent Director Agreement by and between the Company and Palvi Mehta
99.1   Press Release dated November 19, 2021
104Cover 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: November 18, 2021 By: /s/ Jonathan Klamkin
    Jonathan Klamkin
    President, Chief Executive Officer and Director

 

 

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