Aeluma, Inc. Stock Compensation Disclosure
Note 5 – Stock-Based Compensation
Restricted Stock Awards
The Company has entered into various consulting agreements that involved the issuance of common stock in exchange for future services. These agreements included time-based vesting provisions and repurchase rights tied to service terms. In connection with these agreements, the Company recorded deferred compensation for the fair value of the shares in excess of the amounts paid. The deferred compensation is recognized as consulting expense in the consolidated statements of operations over the respective service periods.
For the fiscal years ended June 30, 2025 and 2024, $20 thousand and $33 thousand, respectively, have been amortized in the consolidated statements of operations. As of June 30, 2025, there was no deferred compensation included in the consolidated balance sheets, as all deferred compensation had been fully expensed.
The following is a schedule summarizing restricted stock awards for the periods indicated:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||||||
| Outstanding at July 1, 2023 | 75,293 | $ | 1.97 | |||||
| Granted | ||||||||
| Vested | (64,696 | ) | 1.98 | |||||
| Forfeited | ||||||||
| Outstanding at June 30, 2024 | 10,597 | $ | 1.90 | |||||
| Granted | ||||||||
| Vested | (10,597 | ) | 1.90 | |||||
| Forfeited | ||||||||
| Outstanding at June 30, 2025 | $ | |||||||
Common Stock Options
For the fiscal year ended June 30, 2024, the Company granted stock options of 20,000 and 100,821 to consultants and members of the board of directors, respectively. The stock options granted to consultants expire in 10 years have exercise prices ranging from $2.50 to $3.90, and vest immediately. Stock options granted to members of the board of directors expire in 10 years have an exercise price of $2.99, and vest in nine months.
For the fiscal year ended June 30, 2025, the Company granted stock options of 78,000 and 723,354 to consultants, and employees and members of the Company’s board of directors, respectively. The stock options granted to consultants expire in 10 years, have exercise prices ranging from $2.97 to $3.51 and vest in six months to 2 years. Stock options granted to employees and members of board of the Company’s directors expire in 10 years, have exercise prices ranging from $5.93 to $18.99, and vest in one month to forty-eight months.
The Company estimates the fair value of each option granted using the Black-Scholes option-pricing model. The Company used the following assumptions to estimate the fair value of stock options for the period presented:
| Year Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Weighted-average fair value | $ | 6.53 | $ | 2.52 | ||||
| Expected volatility | 113.9% - 138.3 | % | 104.9% - 113.9 | % | ||||
| Expected term | 0.9 years - 6.1 years | 5.0 years - 6.2 years | ||||||
| Dividend yield | 0.00 | % | 0.00 | % | ||||
| Risk-free interest rate | 3.87% - 4.65 | % | 3.94% - 4.92 | % | ||||
For the fiscal years ended June 30, 2025 and 2024, stock-based compensation expenses for options granted were $1.9 million and $732 thousand, respectively. Unrecognized stock-based compensation expense was $4.1 million, and the average expected recognition period was 1.5 years as of June 30, 2025.
The following is a schedule summarizing stock option activities for the periods presented ($ in thousands, except per share data):
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | ||||||||||
| Outstanding at July 1, 2024 | 953,821 | $ | 2.45 | $ | 1,087 | |||||||
| Granted | 801,354 | 8.08 | ||||||||||
| Exercised | (267,957 | ) | 2.28 | |||||||||
| Reversal of Expired/forfeited | 83,457 | 2.89 | ||||||||||
| Outstanding at June 30, 2025 | 1,570,675 | $ | 5.33 | $ | 17,410 | |||||||
| Exercisable at June 30, 2025 | 837,754 | $ | 3.65 | $ | 10,656 | |||||||
| Outstanding at July 1, 2023 | 1,034,000 | $ | 2.31 | $ | 640 | |||||||
| Granted | 120,821 | 3.01 | ||||||||||
| Exercised | ||||||||||||
| Expired/forfeited | (201,000 | ) | 2.08 | |||||||||
| Outstanding at June 30, 2024 | 953,821 | $ | 2.45 | $ | 1,087 | |||||||
| Exercisable at June 30, 2024 | 550,116 | $ | 2.36 | $ | 674 | |||||||
| (1) | Represents the excess of the fair value on the last day of the period (which was $16.37 and $3.59 as of June 30, 2025 and 2024, respectively) over the exercise price, multiplied by the number of options. |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.