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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/28/21 Aeluma, Inc. 8-K:1,2,3,4 6/22/21 16:2.9M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 372K
2: EX-2.1 Agreement and Plan of Merger and Reorganization HTML 249K
Among Parc Investments, Inc., Aeluma Operating Co.
and Biond Photonics, Inc
3: EX-3.1 Certificate of Merger Relating to the Merger of HTML 20K
Aeluma Operating Co. With and Into Biond
Photonics, Inc., Filed With the Secretary of State
of the State of California on June 22, 2021
4: EX-3.2 Amended and Restated Certificate of Incorporation, HTML 51K
Filed With the Secretary of State of the State of
Delaware on June 22, 2021
5: EX-3.3 Amended and Restated Bylaws HTML 124K
6: EX-4.1 Form of Lock Up Agreement HTML 48K
7: EX-4.2 Form of Placement Agent Warrant HTML 57K
8: EX-10.2 Form of Post-Merger Indemnification Agreement HTML 51K
9: EX-10.3 Form of Pre-Merger Indemnification Agreement HTML 38K
10: EX-10.4 Form of Subscription Agreement, Dated June 22, HTML 266K
2021, by and Between the Company and the Parties
Thereto
11: EX-10.5 Registration Rights Agreement, Dated June 22, HTML 149K
2021, by and Between the Company and the Parties
Thereto
12: EX-10.6 2021 Equity Incentive Plan and Form of Award HTML 50K
Agreements
13: EX-21.1 Subsidiaries of the Registrant HTML 7K
14: EX-99.1 Audited Financial Statements of Biond Photonics, HTML 59K
Inc., as of and for the Fiscal Years Ended
December 31, 2020 and 2019
15: EX-99.2 Unaudited Financial Statements of Biond Photonics, HTML 54K
Inc., as of and for the Three Month Period Ended
March 31, 2021
16: EX-99.3 Unaudited Pro Forma Combined Financial Statements HTML 97K
as of and for the Fiscal Year Ended December 31,
2020
Exhibit 3.1
| Delaware | ||
| The First State | Page 1 | |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
“BIOND PHOTONICS, INC.”, A CALIFORNIA CORPORATION, WITH AND INTO “AELUMA OPERATING CO.” UNDER THE NAME OF “AELUMA OPERATING CO.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 2021, AT 3:52 O`CLOCK P.M.
 |
 | |
| 6010222 8100M | Authentication: 203505628 | |
| SR# 20212518884 | Date: 06-22-21 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
C:
| State of Delaware Secretary of State Division of Corporations Delivered 03:52 PM 06/22/2021 FILED 03:52 PM 06/22/2021 SR 20212518884 - File Number 6010222 |
STATE
OF DELAWARE CERTIFICATE OF MERGER BIOND
PHOTONICS, INC. WITH AND INTO |
Pursuant to Section 252(c) of the
General Corporation Law of the State of Delaware
Aeluma Operating Co., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Biond Photonics, Inc., a California corporation (“Biond”), with and into the Corporation, with the Corporation remaining as the surviving corporation of the Merger (the “Surviving Corporation”):
| FIRST: | The name of each constituent corporation is Aeluma Operating Co., a Delaware corporation, and Biond Photonics, Inc., a California corporation. |
| SECOND: | An Agreement and Plan of Merger, dated as of June 22, 2021 (the “Merger Agreement”), by and among Parc Investments, Inc., a Delaware corporation, Biond and the Corporation has been approved, adopted, certified, executed and acknowledged by the Corporation and Biond and the requisite stockholders of the Corporation and of Biond, the constituent corporations. |
| THIRD: | In accordance with the Merger Agreement and upon the effectiveness of this filing, Biond will merge with and into the Corporation. The name of the Surviving Corporation of the Merger shall be “Aeluma Operating Co.” |
| FOURTH: | Upon the effectiveness of the Merger, the Certificate of Incorporation of the Corporation, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the Surviving Corporation. |
| FIFTH: | The Merger shall become effective upon filing of this Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of Sections 103 and 252(c) of the DGCL. |
| SIXTH: | The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation at 27 Castilian Drive, Goleta, CA 93117. |
| SEVENTH: | A copy of the executed Merger Agreement will be furnished by the Surviving Corporation on request and without cost, to any stockholder of any constituent corporation of the Merger. |
| EIGHTH: | The authorized stock and par value of Biond, the non-Delaware corporation is 10,000,000 shares of common stock, no par value. |
C:
C: 2
IN WITNESS WHEREOF, the Corporation has caused this Certificate Merger to be executed by its duly authorized officer as of the date first above written.
| Aeluma Operating CO. | ||
| By: | /s/ Ian Jacobs | |
| Name: | Ian Jacobs | |
| Title: | President | |
Signature Page to Cert of Merger
C:
3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/28/21 | |||
| For Period end: | 6/22/21 | 3, 4, 8-K/A | ||
| List all Filings | ||||