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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Aeluma, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
00776X109 (CUSIP Number) |
Lee McCarthy 1401 21st ST # 10431, Sacramento, CA, 95811 (805) 699-6417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00776X109 |
| 1 |
Name of reporting person
Lee McCarthy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
270,064.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 17,857,863 shares of the Company outstanding as of November 21, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Aeluma, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
27 CASTILIAN DRIVE, Goleta,
CALIFORNIA
, 93117. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Mr. Lee McCarthy. Mr. McCarthy is the holder of record of approximately 1.5% of the Issuer's outstanding shares of Common Stock based on 17,857,863 shares of common stock outstanding as of November 21, 2025. |
| (b) | The business address of Mr. McCarthy is 1401 21st ST # 10431, Sacramento, California, 95811. |
| (c) | Effective November 17, 2022, and as disclosed by the Issuer on November 14, 2022, in its Form 10-Q, Mr. McCarthy resigned as Chief Operating Officer (following his earlier resignation as interim CFO as well as a member of the Board of Directors of the Issuer) and since that date has held no position with nor had any relationship with the Issuer. |
| (d) | During the past five years, Mr. McCarthy, has never been convicted in a criminal proceeding. |
| (e) | During the past five years, Mr. McCarthy has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. |
| (f) | Mr. McCarthy is a citizen of the USA. |
| Item 3. | Source and Amount of Funds or Other Consideration |
As Mr. McCarthy reported in the Schedule 13D filed June 30, 2021, the aggregate purchase price for the 1,626,995 shares of Common Stock acquired by Mr. McCarthy was $15,000. The source of these funds was the personal funds of Mr. McCarthy. | |
| Item 4. | Purpose of Transaction |
Since Mr. McCarthy filed Schedule 13D on June 30, 2021, he has not acquired any shares of Common Stock. He started selling shares of Common Stock on August 1, 2024, as set forth below, and as of March 30, 2025, beneficially owned 743,425 shares of the Issuer, representing approximately 4.7% of the outstanding shares following the Issuer engaging in a firm commitment underwriting for the sale of 2,285,714 shares of its common stock and an uplisting to the Nasdaq Capital Market.
Date Action Price ($1)1 Quantity Percent of holdings
8/1/2024 - 8/5/2024 Sale 3.07 10352 -1.1%
8/14/24 Donation - Transfer 2.93 10000 -1.0%
shares to charity
8/23/24 - 9/5/2024 Sale 2.93 1500 -0.2%
9/9/24 Donation - Transfer 2.82 10000 -1.1%
shares to charity
9/20/24 - 9/23/24 Sale 3.28 12500 -1.3%
9/26/2024 - 10/18/2024 Sale 3.15 11655 -1.3%
10/22/2024 - 11/8/2024 Sale 3.12 7993 -0.9%
11/20/24 Donation - Transfer 3.30 10000 -1.1%
shares to charity
12/13/25 Sale 5.21 8000 -0.9%
12/18/2024 - 12/19/2024 Sale 9.26 8980 -1.0%
12/23/24 Sale 7.62 5020 -0.6%
1/10/25 Sale 7.31 4000 -1.6%
1/16/2025 -1/21/2025 Sale 7.28 9098 -1.1%
1/22/2025 - 1/27/2025 Sale 7.09 18902 -2.3%
1/31/2025 - 2/4/2025 Sale 6.70 10021 -1.2%
2/7/2025 - 2/14/2025 Sale 6.63 7179 -0.9%
2/19/25 Sale 6.27 10800 -1.3%
2/25/25 Sale 5.90 14000 -1.8%
2/27/2025 - 2/28/2025 Sale 6.32 7500 -0.9%
2/28/25 Sale 6.25 6500 -0.8%
3/14/25 Sale 6.14 10000 -1.3%
3/18/25 Sale 6.00 15300 -2.0%
3/20/25 Sale 6.07 14700 -2.0%
(1) *Share prices are average prices on the trading day(s) stated in the table. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of March 27, 2025, Mr. McCarthy beneficially owned 743,425 shares of the Issuer, representing approximately 4.7% of the outstanding shares following the Issuer engaging in a firm commitment underwriting for the sale of 2,285,714 shares of its common stock and an uplisting to the Nasdaq Capital Market. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described in this Schedule, to the knowledge of Mr. McCarthy, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. McCarthy and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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