Item 5. Other Information
Item 5. Other Information
(a)
Not applicable.
(b)
None.
19
ITEM 6. EXHIBITS
EXHIBIT INDEX
Exhibit
No.
Description
2.1
Agreement
and Plan of Merger and Reorganization among Parc Investments, Inc., Aeluma Operating Co. and Biond Photonics, Inc.**
3.1
Certificate
of Merger relating to the merger of Aeluma Operating Co. with and into Biond Photonics, Inc., filed with the Secretary of State of
the State of California on June 22, 2021**
3.2
Amended
and Restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on June 22, 2021**
3.3
Amended
and Restated Bylaws.**
4.1
Form
of Lock Up Agreement**
4.2
Form
of Placement Agent Warrant**
10.2
Form
of Post-Merger Indemnification Agreement**
10.3
Form
of Pre-Merger Indemnification Agreement**
10.4
Form
of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto**
10.5
Registration
Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto**
10.6+
2021
Equity Incentive Plan and form of award agreements**
10.7
Restricted
Stock Purchase Agreement between Biond Photonics, Inc. and Mr. Klamkin****
10.8
Restricted
Stock Purchase Agreement between Biond Photonics, Inc. and Mr. McCarthy****
10.9
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 21, 2020****
10.10
Advisor
Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021****
10.11
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 31, 2020****
10.12
Advisory
Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021****
31.1
Certification
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2
Certification
of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1
Certification
of the Principal Executive Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)
32.2
Certification
of the Principal Financial Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+
Indicates a management contract or any compensatory plan, contract or arrangement.
**
Incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021.
***
Incorporated by reference to the Current Report on Form 8-K filed on July 1, 2021.
****
Incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021.
20
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.
Aeluma, Inc.
(Registrant)
Date: February 14, 2022
By:
/s/ Jonathan Klamkin
Jonathan Klamkin
President, Chief Executive Officer and
Principal Financial Officer
(Principal Executive Officer
and
Principal Financial and Accounting Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.