Mark N. Tompkins - 27 Mar 2025 Form 4 Insider Report for Aeluma, Inc. (ALMU)

Footnote 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)

Footnote 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.