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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/22/22 Aeluma, Inc. S-8 11/22/22 5:1M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 45K
Employee Benefit Plan
2: EX-4.1 Specimen Share Certificate HTML 5K
3: EX-5.1 Opinion of Hunter Taubman Fischer & Li HTML 14K
4: EX-23.1 Consent of Rose, Snyder & Jacobs LLP HTML 6K
5: EX-FILING FEES Filing Fee Table HTML 28K
As filed with the Securities and Exchange Commission on November 22,, 2022
Registration No. 333- [●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AELUMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3674 | 85-2807351 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
27 Castilian Drive
(805) 351-2707
(Address of principal executive offices, including zip code)
2021 Equity Incentive Plan
(Full title of the plan)
Copies to:
Louis Taubman, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
Tel: 917.512.0827
Fax: 212.202.6380
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant in accordance with the requirements of Form S-8 under the Securities Act in order to register 1,512,500 shares of Common Stock, and such other number of shares as is issuable pursuant to the Registrant’s 2021 Equity Incentive Plan adopted by the Board of Directors of the Company (the “2021 Plan”).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * | The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the 2021 Equity Incentive Plan adopted by the Board of Directors of the Company (the “2021 Plan”) as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed. |
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Aleuma, Inc. (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and, accordingly, files periodic reports and other information with the Commission. Reports and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission’s Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Company. The address for the Commission’s Web site is “http://www.sec.gov”. The following documents are incorporated by reference in this Registration Statement:
(a) Annual Report
| 1) | The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the Commission on September 28, 2022. |
(b) Other Reports.
| 1) | The Company’s Current Report on Form 8-K filed with the Commission on October 25, 2022. | |
| 2) | The Company Quarterly Report on Form 10-Q filed with the Commission on November 14, 2022. |
(c) Description of Securities. The description of the Company’s securities contained in the registration statement on form S-1 (File No. 333-259179) originally filed with the Commission on August 30, 2021, which was later amended and declared effective on January 19, 2022.
Except to the extent such information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent specifically designated therein, reports on Form 8-K furnished by the Company to the Commission, in each case, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.
Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our articles of incorporation and bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. We maintain indemnification agreements with each of our current executive officers. The indemnification agreements, our restated articles of incorporation and our restated bylaws will require us to indemnify our directors to the fullest extent not prohibited by Delaware’s General Corporation Law (“DGCL”). Subject to very limited exceptions, our restated bylaws also require us to advance expenses incurred by our directors and officers. We have directors’ and officers’ liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to Delaware law, we are informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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The undersigned registrant hereby undertakes:
(1) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(2) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goleta, State of California, on November 22, 2022.
| Aeluma, Inc. | ||
| Date: November 22, 2022 | By: | /s/ Jonathan Klamkin |
|
Chief Executive Officer & Principal Financial Officer (Principal Executive & Financial Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jonathan Klamkin | Chief Executive Officer, Principal Financial Officer | November 22, 2022 | ||
| Name: Jonathan Klamkin | (principal executive and financial officer) and Director | |||
| /s/ Palvi Mehta | Director | November 22, 2022 | ||
| Name: Palvi Mehta | ||||
| /s/ Steven DenBaars | Director | November 22, 2022 | ||
| Name: Steven DenBaars | ||||
| /s/ John Paglia | Director | November 22, 2022 | ||
| Name: John Paglia |
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| Exhibit | Description | |
| 4.1 | Specimen share certificate | |
| 4.2 | 2021 Equity Incentive Plan (1) | |
| 5.1 | Opinion of Hunter Taubman Fischer & Li | |
| 23.1 | Consent of Rose, Snyder & Jacobs LLP | |
| 107 | Calculation of Registration Fee |
| (1) | Incorporated by reference to the Registration Statement on Form S-1 amendments thereto (File No. 333-259179). |
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/22/22 | |||
| 11/14/22 | 10-Q | |||
| 10/25/22 | 8-K | |||
| 9/28/22 | 10-K | |||
| 6/30/22 | 10-K | |||
| 1/19/22 | EFFECT | |||
| 8/30/21 | S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/22 Aeluma, Inc. 10-Q 9/30/22 44:2.3M EdgarAgents LLC/FA 10/25/22 Aeluma, Inc. 8-K:8,9 10/25/22 11:13M EdgarAgents LLC/FA 9/28/22 Aeluma, Inc. 10-K 6/30/22 49:3M EdgarAgents LLC/FA 8/30/21 Aeluma, Inc. S-1 48:3.1M EdgarAgents LLC/FA 6/28/21 Aeluma, Inc. 8-K:1,2,3,4 6/22/21 16:2.9M EdgarAgents LLC/FA |