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    SEC Form SCHEDULE 13G filed by Luna Innovations Incorporated

    1/14/25 1:56:29 PM ET
    $LUNA
    Biotechnology: Commercial Physical & Biological Resarch
    Health Care
    Get the next $LUNA alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    Luna Innovations Incorporated

    (Name of Issuer)


    Common Stock, $0.001 par value per share

    (Title of Class of Securities)


    550351100

    (CUSIP Number)


    01/06/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    550351100


    1Names of Reporting Persons

    Prescott Group Capital Management, L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    3,254,415.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    3,254,415.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,254,415.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.4 %
    12Type of Reporting Person (See Instructions)

    IA


    SCHEDULE 13G

    CUSIP No.
    550351100


    1Names of Reporting Persons

    Prescott Group Aggressive Small Cap, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,254,415.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,254,415.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,254,415.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.4 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    550351100


    1Names of Reporting Persons

    Prescott Group Aggressive Small Cap II, L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,254,415.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,254,415.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,254,415.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.4 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    550351100


    1Names of Reporting Persons

    Prescott Group Aggressive Small Cap Master Fund, G.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    OKLAHOMA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,254,415.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,254,415.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,254,415.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.4 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    550351100


    1Names of Reporting Persons

    Phil Frohlich
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    3,254,415.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    3,254,415.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,254,415.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.4 %
    12Type of Reporting Person (See Instructions)

    IN, HC


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Luna Innovations Incorporated
    (b)Address of issuer's principal executive offices:

    301 1st Street SW, Suite 200, Roanoke, VA 24011
    Item 2. 
    (a)Name of person filing:

    Prescott Group Capital Management, L.L.C. ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P. ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P. ("Prescott Small Cap II" and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P. ("Master Fund") and Mr. Phil Frohlich (collectively, the "Reporting Persons").
    (b)Address or principal business office or, if none, residence:

    1924 South Utica, Suite 1120 Tulsa, Oklahoma 74104
    (c)Citizenship:

    Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen
    (d)Title of class of securities:

    Common Stock, $0.001 par value per share
    (e)CUSIP No.:

    550351100
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 3,254,415 shares of Common Stock, $0.001 par value per share ("Common Stock") of Luna Innovations Incorporated (the "Issuer") as of the date hereof. Such shares of Common Stock of the Issuer are held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of such shares of Common Stock. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of such shares of Common Stock.
    (b)Percent of class:

    Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of approximately 9.4% of the outstanding shares of Common Stock of the Issuer. This percentage is determined by dividing 3,254,415 by 34,697,019, the number of shares of Common Stock outstanding as of December 20, 2023, as disclosed in Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 27, 2023. 9.4
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    The information in Item 5 of the cover pages of this Schedule 13G is incorporated herein by reference.

     (ii) Shared power to vote or to direct the vote:

    The information in Item 6 of the cover pages of this Schedule 13G is incorporated herein by reference.

     (iii) Sole power to dispose or to direct the disposition of:

    The information in Item 7 of the cover pages of this Schedule 13G is incorporated herein by reference.

     (iv) Shared power to dispose or to direct the disposition of:

    The information in Item 8 of the cover pages of this Schedule 13G is incorporated herein by reference.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

        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.

     
    Prescott Group Capital Management, L.L.C.
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich/Managing Member
    Date:01/14/2025
     
    Prescott Group Aggressive Small Cap, L.P.
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich/Managing Member of Prescott Group Capital Management, L.L.C.
    Date:01/14/2025
     
    Prescott Group Aggressive Small Cap II, L.P.
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich/Managing Member of Prescott Group Capital Management, L.L.C.
    Date:01/14/2025
     
    Prescott Group Aggressive Small Cap Master Fund, G.P.
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich/Managing Member of Prescott Group Capital Management, L.L.C.
    Date:01/14/2025
     
    Phil Frohlich
     
    Signature:/s/ Phil Frohlich
    Name/Title:Phil Frohlich/Self
    Date:01/14/2025
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