Aeluma, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB No. 00468 ) F-2 Consolidated Balance Sheets as of June 30, 2022, June 30, 2021, and December 31, 2020 F-3 Consolidated Statements of Income for the Twelve Months Ended June 30, 2022, Six Months Ended June 30, 2021 and Twelve Months Ended December 31, 2020 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Twelve Months Ended June 30, 2022, the Six Months Ended June 30, 2021 and the Twelve Months Ended December 31, 2020 F-5 Consolidated Statements of Cash Flows for the Twelve Months Ended June 30, 2022, the Six Months Ended June 30, 2021 and the Twelve Months Ended December 31, 2020 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Aeluma, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Aeluma, Inc. and Subsidiary (the Company) as of June 30, 2022, June 30, 2021 and December 31, 2020, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the twelve months ended June 30, 2022, the six months ended June 30, 2021 and the twelve months ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2022, June 30, 2021 and December 31, 2020, and the results of its operations and its cash flows for the twelve months ended June 30, 2022, the six months ended June 30, 2021 and the twelve months ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flows from operations, and has not started generating revenue. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) “PCAOB” and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Rose, Snyder & Jacobs LLP Encino, California We have served as the Company’s auditor since 2021 September 27, 2022 F- 2 Aeluma, Inc. and Subsidiary Consolidated Balance Sheets June 30, 2022 June 30, 2021 December 31, 2020 Assets Current assets: Cash $ 3,740,722 $ 6,787,250 $ 38,302 Deferred compensation, current portion 662,464 662,464 - Prepaids & other current assets 27,662 22,521 - Total current assets 4,430,848 7,472,235 38,302 Fixed assets: Equipment 619,613 115,888 115,888 Leasehold improvements 464,362 12,420 - Accumulated depreciation ( 96,987 ) - - Total fixed assets 986,988 128,308 115,888 Intangible assets 12,833 14,833 - Right of use asset - facility 476,370 729,176 - Deferred compensation, long term portion 11,034 673,498 - Other assets 13,014 65,069 - Total assets $ 5,931,087 $ 9,083,119 $ 154,190 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 114,100 $ 68,575 $ 2,886 Accrued expenses & other current liabilities 101,351 61,384 8,407 Advances from officers - - 16,616 Lease liability, current portion 156,988 157,141 - Notes payable to officers - - 120,000 Total current liabilities 372,439 287,100 147,909 Lease liability, long term portion 458,705 610,455 - Commitments and contingencies - - - Total liabilities 831,144 897,555 147,909 Stockholders’ equity: Preferred stock, par value $ 0.0001 , 10,000,000 authorized, none issued and outstanding. - - - Common stock, par value $ 0.0001 , and 50,000,000 shares authorized, 10,650,002 shares issued and outstanding at June 30, 2022, 10,535,002 at June 30, 2021, and 3,247,840 at December 31, 2020. 1,066 1,054 325 Additional paid-in capital 8,781,361 8,415,432 19,675 Accumulated deficit ( 3,682,484 ) ( 230,922 ) ( 13,719 ) Total stockholders’ equity 5,099,943 8,185,564 6,281 Total liabilities and stockholders’ equity $ 5,931,087 $ 9,083,119 $ 154,190 The accompanying notes are an integral part of these financials F- 3 Aeluma, Inc. and Subsidiary Consolidated Statements of Operations Twelve Months Ended June 30, 2022 Six Months Ended June 30, 2021 Twelve Months Ended December 31, 2020 Revenue $ - $ - $ - Operating expenses Research & development 1,063,926 - - General & administrative 1,906,530 162,533 11,670 Facility 435,814 91,259 - Insurance 327,252 2,061 - Total expenses 3,733,522 255,853 11,670 Other income Sub-lease rental income & other income 279,727 90,758 - Change in value of liability - ( 48,308 ) - Interest expense (income) 2,096 ( 3,000 ) 1,000 Total other income 281,823 39,450 1,000 Loss before provision for income tax ( 3,451,699 ) ( 216,403 ) ( 12,670 ) Provision for income tax - 800 800 Net loss $ ( 3,451,699 ) $ ( 217,203 ) $ ( 13,470 ) Basic and diluted loss per share $ ( 0.32 ) $ ( 0.06 ) $ ( 0.02 ) Weighted average common shares outstanding - basic and diluted 10,650,002 3,643,728 560,586 The accompanying notes are an integral part of these financials F- 4 Aeluma, Inc. and Subsidiary Consolidated Statements of Changes in Stockholders’ Equity January 1, 2020 through June 30, 2022 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount capital Deficit Equity Balance, January 1, 2020 - $ - $ - $ ( 249 ) $ ( 249 ) Issuance of shares of common stock 3,247,840 325 19,675 - 20,000 Net loss - - - ( 13,470 ) ( 13,470 ) Balance, December 31, 2020 3,247,840 325 19,675 ( 13,719 ) 6,281 Recapitalization 2,500,000 250 ( 53,174 ) - ( 52,924 ) Issuance of shares of common stock for cash (net of $ 1,059,505 in offering costs) 3,885,000 389 6,710,106 - 6,710,495 Shares issued to placement agent 50,000 5 99,995 - 100,000 Shares issued upon conversion of SAFE notes 129,154 13 258,295 - 258,308 Shares issued to advisors 723,008 72 1,380,535 - 1,380,607 Net loss - - - ( 217,203 ) ( 217,203 ) Balance, June 30, 2021 10,535,002 1,054 8,415,432 ( 230,922 ) 8,185,564 Issuance of shares of common stock for cash, net of $ 23,070 in offering costs 115,000 12 206,918 - 206,930 Other offering costs - - ( 45,000 ) - ( 45,000 ) Stock-based compensation - - 204,011 - 204,011 Net loss - - - ( 3,451,699 ) ( 3,451,699 ) Other - - - 137 137 Balance, June 30 2022 10,650,002 $ 1,066 $ 8,781,361 $ ( 3,682,484 ) $ 5,099,943 The accompanying notes are an integral part of these financials F- 5 Aeluma, Inc. and Subsidiary Consolidated Statements of Cash Flows Twelve Months Ended June 30, 2022 Six Months Ended June 30, 2021 Twelve Months Ended December 31, 2020 Operating activities: Net loss $ ( 3,451,699 ) $ ( 217,203 ) $ ( 13,470 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of deferred compensation 662,464 - - Partial refund of facility lease deposit 52,055 - - Lessor incentive 134,625 - - Stock based compensation expense 204,011 36,473 - Change in value of liability - 48,308 - Depreciation and amortization expense 98,987 - - Change in prepaids & other current assets ( 5,141 ) ( 22,521 ) - Change in deposits - ( 65,069 ) - Change in accounts payable 45,525 60,264 2,886 Change in accrued expenses & other current liabilities 6,382 91,354 9,207 Net cash used in operating activities ( 2,252,791 ) ( 68,394 ) ( 1,377 ) Investing activities: Purchase of equipment & CIP ( 503,725 ) - ( 106,228 ) Payment for leasehold improvements ( 451,942 ) ( 12,420 ) - Purchase of domain name - ( 14,833 ) - Net cash used in investing activities ( 955,667 ) ( 27,253 ) ( 106,228 ) Financing activities: Proceeds from sales of shares to advisors - 8,171 - Proceeds from sale of common stock - - 20,000 Proceeds from loans and advances - - 125,701 Cash from acquisition - 2,556 - Proceeds from SAFE Notes - 210,000 - Proceeds from Private Placement, net of offering costs 206,930 6,760,484 - Payment of other offering costs ( 45,000 ) - - Repayment of shareholder loans and advances - ( 136,616 ) - Net cash provided by financing activities 161,930 6,844,595 145,701 Net change in cash ( 3,046,528 ) 6,748,948 38,096 Cash, beginning of period 6,787,250 38,302 206 Cash, end of period $ 3,740,722 $ 6,787,250 $ 38,302 Supplemental disclosures: Conversion of SAFE agreements into equity $ - $ 258,308 $ - Expenses paid by officers $ - $ - $ 800 Equipment paid by officers $ - $ - $ 9,600 The accompanying notes are an integral part of these financials F- 6 Aeluma, Inc. and Subsidiary Notes to Consolidated Financial Statements Note 1 – The Company Aeluma is headquartered in Goleta, California. The Company is engaged in the research and development of infrared (IR) optical sensors to disrupt the market for IR sensors, and using its proprietary technology aims to produce a much higher performance alternative to today’s low-cost sensors at much lower prices than would otherwise be possible. The focus of the Company will be the image sensor market. Initial efforts hope to penetrate the 3D imaging and sensing (mobile and consumer, defense and aerospace, industrial, medical, auto) and LiDAR (robotic vehicles, advanced driver assistance systems vehicles (ADAS), topography, wind, industrial) markets. We were originally incorporated as Parc Investments, Inc. in the State of Delaware on August 21, 2020. Prior to the Merger (as defined below), we were a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). On June 22, 2021, our board of directors and all of our pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on June 22, 2021 and through which we changed our name to “Aeluma, Inc.” On June 22, 2021, our board of directors also adopted restated bylaws. On June 22, 2021, Biond Photonics, Inc., a privately held California corporation (“Biond Photonics”) merged with and into our wholly-owned subsidiary, Aeluma Operating Co., a corporation formed in the State of Delaware on June 22, 2021 (“Acquisition Sub”). Pursuant to this transaction (the “Merger”), Acquisition Sub was the surviving corporation and remained our wholly owned subsidiary, and all the outstanding stock of Biond Photonics was converted into shares of our common stock. As a result of the Merger, we acquired the business of Biond Photonics and continued the existing business operations of Biond Photonics as a public reporting company under the name Aeluma, Inc. In conjunction with the merger transaction, the company changed its year end to June 30. Biond Photonics was incorporated in February 2019. Merger Agreement On June 22, 2021, Parc Investments, Inc., Acquisition Sub and Biond Photonics entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on June 22, 2021 (the “Closing Date”), Biond Photonics merged with and into Acquisition Sub, with Acquisition Sub continuing as the surviving corporation and our wholly owned subsidiary. As a result of the Merger, we acquired the business of Biond Photonics, a California corporation, doing business as Aeluma. At the time the certificates of merger reflecting the Merger were filed with the Secretaries of State of California and Delaware (the “Effective Time”), each of Biond Photonics’ shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive (a) 1.299135853 shares of our common stock (the “Common Share Conversion Ratio”), with the maximum number of shares of our common stock issuable to the former holders of Biond Photonics’ capital stock equal to 4,100,000 after adjustments due to rounding for fractional shares. Immediately prior to the Effective Time, an aggregate of 2,500,000 shares of our common stock owned by our stockholders prior to the Merger were forfeited and cancelled (the “Stock Forfeiture”). The issuance of shares of our common stock to Biond Photonics’ former security holders are collectively referred to as the “Share Conversion.” The Merger Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. As a condition to the Merger, we entered into an indemnity agreement with our former officer and directors (the “Pre-Merger Indemnity Agreement”), pursuant to which we agreed to indemnify such former officer and directors for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions. F- 7 The Merger was treated as a recapitalization and reverse acquisition for financial reporting purposes. Biond Photonics is considered the acquirer for accounting purposes, and our historical financial statements before the Merger were replaced with the historical financial statements of Biond Photonics before the Merger in our filings with the SEC. The Merger is intended to be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles in the United States (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Going Concern The Company incurred a net loss of $ 3,451,699 for the twelve months ended June 30, 2022 has accumulated deficit of $ 3,586,435 at June 30, 2022. In addition, the Company is in the research and development stage and has not generated revenue to date. In order to support its operations, the Company will require additional infusions of cash from the sale of equity instruments or the issuance of debt instruments, or the commencement of profitable revenue generating activities. If adequate funds are not available or are not available on acceptable terms, the Company’s ability to fund its operations, develop or enhance its sensors in the future or respond to competitive pressures would be significantly limited. Such limitations could require the Company to curtail, suspend or discontinue parts of its business plan. These conditions raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Basic Net Loss Per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The number of shares prior to the merger have been restated to consider the conversion into the shares of the legal acquirer. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. F- 8 Fair Value of Financial Instruments As defined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses the market or income approach. Based on this approach, the Company utilizes certain assumptions about the risk inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and the reliability of the information used to determine fair values. As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. Level 1 – Unadjusted quoted prices in active, accessible market for identical assets or liabilities Level 2 – Other inputs that are directly or indirectly observable in the marketplace Level 3 – Unobservable inputs which are supported by little or no market activity The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying values of the Company’s cash, accounts payable, accrued expenses and advances from officers approximate their fair value due to the relatively short maturity of these items. The carrying amounts reported for debt obligations approximate fair value due to the effective interest rate of these obligations reflecting the Company’s current borrowing rate. Concentration of Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Property and Equipment Property, equipment and leasehold improvements are reported at historical cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the remaining lease term. Repairs and maintenance to these assets are charged to expense as incurred; major improvements enhancing the function and/or the asset’s useful life are capitalized. When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized. Intangible Assets Intangible assets are associated with the Aeluma.com domain name and are amortized on a straight-line basis over 10 years . Cash and Cash Equivalents The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company’s accounts are insured by the FDIC but at times may exceed federally insured limits. F- 9 Income Taxes The Company is expected to have net operating loss carryforwards that it can use to offset a certain amount of taxable income in the future. The Company is currently analyzing the amount of loss carryforwards that will be available to reduce future taxable income. The resulting deferred tax assets will be offset by a valuation allowance due to the uncertainty of its realization. The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before income taxes relates to the recognition of a valuation allowance for deferred income tax assets. The Company has adopted FASB ASC 740-10, “ Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not as a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a Company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $ 0 for periods presented. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized, and such tax years are closed. The Company will file tax returns in the U.S. federal jurisdiction and the state of California. The Company’s federal and state return form are subject to review by the taxing authorities. The Company is not currently under examination by any taxing authority, nor has it been notified of an impending examination. Stock-Based Compensation The Company accounts for stock-based compensation arrangements in accordance with guidance issued by the FASB, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, consultants, and directors based on estimated fair values. The Company estimates the fair value of stock-based compensation awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company estimates the fair value of stock-based compensation awards using the Black-Scholes model. This model requires the Company to estimate the expected volatility and value of its common stock and the expected term of the stock options, all of which are highly complex and subjective variables. For employees and directors, the expected life was calculated based on the simplified method as described by the SEC Staff Accounting Bulletin No. 110, Share-Based Payment. For other service providers, the expected life was calculated using the contractual term of the award. The Company’s estimate of expected volatility was based on the volatility of peers. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the options. We account for forfeitures upon occurrence. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the balance sheet. The Company entered into a lease agreement during the six months period ended June 30, 2021. The Company adopted ASU 2016-02 on January 1, 2021. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the Board’s new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The Company does not currently generate revenue. F- 10 Note 3 – Advances from Officers During the twelve months ended December 31, 2020, in an effort to carry the Company forward with limited cash flow, two officers provided advances to pay for miscellaneous Company expenses. The amounts recorded for December 31, 2020 were $ 16,616 and were repaid during the six months ended June 30, 2021. Note 4 – Notes Payable The Company entered into two $ 60,000 promissory notes on October 27, 2020 from Jonathan Klamkin, Cofounder, Director and CEO; and Lee McCarthy, Cofounder, Director, interim CFO and COO. The notes bear simple interest at an annual rate of 5 % and mature December 31, 2021 . As of December 31, 2020, the notes have incurred $ 1,000 in interest and another $ 3,000 during the six months ended June 30, 2021. The purpose of the notes was to provide working capital for the business to bridge the Company through the financing transaction. These were repaid upon the financing in June, 2021. Note 5 – Safe Agreements In February, 2021, the Company issued Simple Agreement For Equity (SAFE) agreements to certain shareholders of the Company in exchange for $ 210,000 in cash. The SAFE agreements were converted to common stock on June 22, 2021 for 129,154 shares. The value of the SAFE instruments increased in value by $ 48,308 upon conversion on June 22, 2021. Such increase in value was reported in the consolidated statements of operations for the six months ended June 30, 2021. Note 6 – Stockholders Equity Authorized Shares The Company’s Articles of Incorporation authorize the issuance of two classes of shares of stock. The total number of shares which this corporation is authorized to issue is 50,000,000 shares of $ 0.0001 par value common stock and 10,000,000 of $ 0.0001 par value preferred stock. No preferred shares were issued as of June 30, 2022. Common Stock Offering Immediately following the Effective Time of the Merger, we sold 3,482,500 shares of our common stock pursuant to an initial closing of a private placement offering (the “Offering”) at a purchase price of $ 2.00 per share (the “Offering Price”). We held a second and third closing on June 28 and July 1 2021, for an additional 402,500 and 115,000 , respectively, of shares of common stock. Accordingly, we sold a total of 4,000,000 shares of our common stock through June 30, 2022. The private placement offering is referred to herein as the “Offering.” The aggregate gross proceeds from the three closings of the Offering were $ 8,000,000 (before deducting placement agent fees and expenses of the Offering). In connection with the Offering and subject to the closing of the Offering, we agreed to pay the placement agent, GP Nurmenkari Inc. (the “Placement Agent”), a U.S. registered broker-dealer, a cash placement fee of 10 % of the gross proceeds raised from investors in the Offering (or 3 % of the first $ 800,000 of gross proceeds raised from pre-Merger Biond Photonics shareholders and their friends and family) and to issue to it 50,000 shares of our common stock and warrants to purchase a number of shares of our common stock equal to 10 % of the number of shares of common stock sold in the Offering (other than the first $ 800,000 of common stock sold to pre-Merger Biond Photonics shareholders and their friends and family, for which the placement agent will not receive any warrants), with a term of five years and an exercise price of $ 2.00 per share (the “Placement Agent Warrants”). We also agreed to pay certain expenses of the Placement Agent in connection with the Offering. As a result of the foregoing, we paid the Placement Agent an aggregate commission of $ 725,900 during the six months ended June 30, 2021 and issued to it 50,000 shares of our common stock and Placement Agent Warrants to purchase 348,500 shares of our common stock in connection with the Offering during the six months ended June 30, 2021. We have also reimbursed the Placement Agent and paid for legal fees totaling $ 233,605 out of the proceeds from the capital raise in connection with the Offering. A note payable to an officer of Parc Investments, Inc. in the amount of $ 50,000 was repaid directly from the proceeds from the Offering. F- 11 The aggregate gross proceeds from the Offering during the twelve months ended June 30, 2022 were $206,930, which is net of offering placement agent fees and expenses of $ 23,070 . We also paid additional offering costs totaling $ 45,000 during the twelve months ended June 30, 2022. The Offering was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC thereunder. The common stock in the Offering was sold to “accredited investors,” as defined in Regulation D, and was conducted on a “reasonable best efforts” basis. Issued and Vested Shares to Officers On October 27 th , 2020, the Company issued 1,623,920 shares of common stock to Director and CEO Jonathan Klamkin and 1,623,920 shares of common stock to Director, interim CFO and COO, Lee McCarthy for an aggregate sum of $10,000 each. The stock purchase agreement contains a repurchase option whereby unvested shares may be repurchased by the Company, at the Company’s option, within 90 days after employee termination. 324,784 shares vested on October 27, 2020 and the remaining 1,299,136 shares vest in equal amounts, monthly over the subsequent 4 years. On June 30, 2022, each of these officers had 866,090 vested shares, and 757,830 unvested shares. Registration Rights Agreement The Company entered into a registration rights agreement that provides for certain liquidated damages upon the occurrence of a “Registration Event,” which is defined as the occurrence of any of the following events: (a) the Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date; (b) the Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Date; (c) after the SEC Effective Date, the Registration Statement ceases for any reason to remain effective or the Holders of Registrable Securities covered thereby are otherwise not permitted to utilize the prospectus therein to resell the Registrable Securities covered thereby, except for Blackout Periods permitted herein; or (d) following the listing or inclusion for quotation on an Approved Market, the Registrable Securities, if issued and outstanding, are not listed or included for quotation on an Approved Market, or trading of the Common Stock is suspended or halted on the Approved Market, which at the time constitutes the principal markets for the Common Stock, for more than three (3) full, consecutive Trading Days (other than as a result of (A) actions or inactions of parties other than the Company or its affiliates or of the Approved Market not reasonably in the control of the Company, or (B) suspension or halt of substantially all trading in equity securities (including the Common Stock) on the Approved Market). The maximum amount of liquidated damages that may be paid by the Company shall be an amount equal to eight percent (8%) of the shares covered by the registration rights agreement. This filing covered 11,010,002 shares. The Company currently expects to satisfy all of its obligations under the Registration Agreement and does not expect to pay any damages pursuant to this agreement; therefore, no liability has been recorded. Note 7 – Stock-Based Compensation Restricted Stock Awards During the six months ended June 30, 2021, the Company sold 723,008 shares of common stock to certain individuals in exchange for future management advisory services, for discounted prices price ranging from $.0104 to $.0195 per share. The shares are subject to restrictions that allow for repurchase of the shares by the Company due to a termination of the service agreement or other certain provisions. This repurchase right declines on a pro-rata basis over vesting periods (corresponding to the service period) ranging from 2 - 4 years. Related to these issuances, the Company has recorded deferred stock-based compensation of $ 1,372,435 for the value of the shares in excess of the purchase price paid by the advisors. The stock-based compensation will be expensed over the service period. For the twelve months ended June 30, 2022 and the six months ended June 30, 2021, $ 662,464 and $ 36,473 , respectively, have been amortized in the consolidated statements of operations, and $ 673,498 is presented as deferred compensation on the consolidated balance sheets at June 30, 2022, of which $ 662,464 is expected to be expensed in the next twelve months. F- 12 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 January 1, 2021 - - Granted 723,008 $ 1.90 Vested ( 31,776 ) $ 1.90 Forfeited - - Outstanding at June 30, 2021 691,232 $ 1.90 Granted - - Vested ( 346,807 ) $ 1.90 Forfeited - - Outstanding at June 30, 2022 344,426 $ 1.90 Stock Options In July of 2021, the Company issued an option to purchase 10,000 shares of common stock to a director at a price of $2.00 per share, expiring in 10 years, and an option to purchase 10,000 shares of common stock to an advisor at a price of $2.00 per share expiring in 5 years. These options vested over periods ranging from one month to three months. In December of 2021, the Company issued options to purchase common stock to two directors in increments of 125,000 each. The options have an exercise price of $2.00, expire in 10 years, vest 12,500 options per quarter in the first year and 9,375 per quarter for the following two years. In February of 2022, the company granted 16,750 in options to one director and 15,500 to another director at a price of $2.00 per share, for committee service. These options are subject to quarterly vesting over four quarters and expire in 10 years. On February 1, 2022, the Company entered into a consulting advisory agreement which grants 2,500 options with every patent filing. On February 4, 2022, the advisor was granted 2,500 options with an exercise price of $2.00 and an expiration date of ten years. In April of 2022, the Company issued 513,000 options to purchase common stock to employees. The options have an exercise price of $2.00 and expire in 10 years with 25% vesting after one year and the remainder scheduled to vest each quarter for three years, subject to the continued status as an employee to the Company through each vesting date. The estimated weighted average fair value of the options granted during the twelve months ended June 30, 2022 were approximately $1.50 per share. The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. The Company used the following assumptions for to estimate the fair value of stock options issued in the twelve months ended June 30, 2022: Expected volatility 100 % Expected term 5.0 years Dividend yield 0.00 % Risk-free interest rate 1.15 %- 2.41 % F- 13 For the twelve months ended June 30, 2022, stock-based compensation expenses for options granted were $ 204,011 . Unrecognized stock-based compensation expense was $ 1,018,014 and average expected recognition period was 3.2 years as of June 30, 2022. The following is a schedule summarizing employee and non-employee stock option activity for the twelve months ended June 30, 2022: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - $ - Granted 817,750 $ 2.00 Exercised - - Expired/cancelled - $ 2.00 Outstanding at June 30, 2022 817,750 $ 2.00 $ - Exercisable at June 30, 2022 83,250 $ 2.00 $ - The aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for each of the respective periods. Note 8 – Facility Operating Lease On April 1, 2021, the Company commenced a 5-year operating lease for a facility in Santa Barbara, California with total lease payments of $781,813. The Company determined the lease constitutes a Right of Use (ROU) asset and has recorded the present value of the lease payments as an asset and liability per ASC 842. The Company subsequently received $ 134,625 as a lease incentive during the twelve ended June 30, 2022. The value of the asset will be amortized on a straight-line basis over the 60-month period and amortization began at the start of the lease. Additionally, the lease agreement waived the first three months of rent with payments commencing July 2021. At the commencement of the lease, the net present value of the lease payments was $ 767,553 . In addition to these lease payments, the Company is also responsible for its shares of common area operating expenses and electricity. Such expenses are considered variable costs and are not included in the measurement of the lease liability. The lease agreement also provides for the option to extend the lease for two additional sixty-month periods. The lease payments for these additional periods are not included in the lease liability amount presented on the consolidated balance sheets. The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2022: Fiscal 2023 $ 161,070 Fiscal 2024 165,096 Fiscal 2025 169,224 Fiscal 2026 129,324 Total 624,714 Less imputed interest ( 9,021 ) Total operating lease liability 615,693 Less: current portion 156,988 Lease liability, long term $ 458,705 F- 14 The remaining lease term and the discount rate for the lease at June 30, 2022 is 3.75 years and 0.75 %, respectively. The total lease payments were $ 157,141 , $ 39,090 and $ 0 for the twelve months ended June 30, 2022, the six months ended June 30, 2021 and the twelve months ended December 31, 2020, respectively. The variable costs for common area operating expenses and electricity were $ 240,421 , $ 30,783 and $ 0 for the twelve months ended June 30, 2022, the six months ended June 30, 2021 and the twelve months ended December 31, 2020, respectively. Beginning April 1, 2021, the Company began subleasing a portion of their facility. The sub-lease provides for base monthly rent of $13,013 through May 31, 2021 and $8,400 starting June 1, 2021 plus common area operating and utility costs. The sublease was amended on February 7, 2022 to sublease a smaller portion of the property at a base rental rate of $6,930 per month effective March 1, 2022. The sublease was amended again on May 17, 2022 to sublease a smaller portion of the property at a base rental rate of $5,200 per month effective June 1, 2022. During the twelve months ended June 30, 2022 and the six months ended June 30, 2021, the Company recognized $ 279,727 and $ 84,743 , respectively, of rental income, including reimbursement of common area operating and utility costs. Note 9 – Warrants to Purchase Common Stock In connection with the Offering, the Company issued 360,000 warrants to purchase common stock to the Placement Agents. The warrants carry a term of 5 years and an exercise price of $2.00. Note 10 – Related Parties The Company’s advances and notes payable are from the officers/cofounders. At the time when the Company needed funds for working capital, the business decided it would be easier to look internally for these funds rather than through banks. Such advances and notes payable were repaid during the six months ended June 30, 2021. Note 11 – Subsequent Events Management evaluated subsequent events up to September 27, 2022 the date the financial statements were issued. None were noted. F- 15 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Although we did change accountants on June 22, 2021, as disclosed under I tem 4.01 Changes In Registrant’s Certifying Accountant, i ncluded in our Current Report on Form 8-K filed on June 28, 2021 and our Current Report on Form 8-K/A filed on July 1, 2021, there was no disagreement of the type described in paragraph (a)(1)(iv) or any reportable event as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K.