UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): December 19, 2023 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(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 5.07 Submission of Matters to a Vote of Security Holders.
On December 14, 2023, Aeluma, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on two proposals. At the beginning of the Annual Meeting, 8,314,944 shares of common stock, which represents 68.33% of the voting power of the shares entitled to vote at the Annual Meeting, were represented by proxy, which constituted a quorum for the transaction of business.
We are filing this Current Report on Form 8-K to disclose the voting results from the Annual Meeting.
| 1. | To elect 1 director to the Company’s board of directors (the “Board”). |
| Name | For | Against | Abstain/Withheld | Broker Non-Votes | ||||||||||||
| Craig Ensley | 5,713,425 | 0 | 2,052,083 | 549,436 | ||||||||||||
| 2. | To approve, ratify and confirm the re-appointment of Rose, Snyder & Jacobs LLP as the Company’s independent auditors for the year ending June 30, 2023 and June 30, 2024, and to authorize the Board of Directors to fix their remuneration. |
| For | Against | Abstain | ||
| 8,134,944 | 0 | 0 |
Since our directors are elected by a plurality of the voting power, Mr. Ensley was elected to our Board; the shareholders also approved appointing Rose, Snyder & Jacobs LLP as the Company’s independent auditors for the year ending June 30, 2023 and June 30, 2024, and authorizing the Board of Directors to fix their remuneration.
Item 8.01 Other Events.
On December 20, 2023, 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 Mr. Ensley’s appointment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Exhibit | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 19, 2023 | By: | /s/ Jonathan Klamkin |
| Jonathan Klamkin | ||
| President, Chief Executive Officer and Director | ||