As filed with the Securities and Exchange Commission on September 26, 2022

File No. 024-11735

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 1-A/A

(Amendment No. 3)

REGULATION A OFFERING CIRCULAR

UNDER

THE SECURITIES ACT OF 1933

 

 

LunaDNA, LLC

(Exact name of issuer as specified in its charter)

 

 

Delaware

(State of other jurisdiction of incorporation or organization)

10070 Mesa Rim Road

San Diego, CA

Phone: (858) 299-4669

(Address, including zip code, and telephone number, including area code of issuer’s principal executive office)

The Corporation Trust Company

Corporation Trust Center

1209 Orange St.

Wilmington, Delaware 19801

Phone: (302) 658-7581

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

John Tishler, Esq.

Shane Killeen, Esq.

Sheppard Mullin Richter & Hampton LLC

12275 El Camino Real, Suite 100

San Diego, California 92130-4092

Phone: (858) 720-8900

 

 

 

7374		83-0631362
(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

 

EXPLANATORY NOTE

An offering statement on Form 1-A relating to these securities was filed with the Securities and Exchange Commission on December 2, 2021, and amended on Form 1-A/A filed with the Securities and Exchange Commission on each of June 6, 2022 and September 9, 2022. This “exhibits only” amendment to such offering statement is filed solely to include a revised opinion re legality as Exhibit 12a.

 

PART III – EXHIBITS

 

Index to Exhibits Number		Exhibit
2a*		Certificate of Formation of the Company, filed April 23, 2018 (incorporated by reference to Exhibit 2(a) to the Company’s Form 1-A filed on October 5, 2018)
2b*		Certificate of Amendment to the Certificate of Formation of the Company, filed September  25, 2018 (incorporated by reference to Exhibit 2(b) to the Company’s Form 1-A filed on November 5, 2018)
2c*		Amended and Restated Limited Liability Company Operating Agreement of LunaDNA, LLC, last amended November  23, 2020 (incorporated by reference to Exhibit 2(c) to the Company’s Form 1-A POS filed on November 24, 2020)
4a*		Form of Subscription Agreement, including form of LunaDNA Consent and form of Privacy Policy (incorporated by reference to Exhibit 4(a) to the Company’s Form 1-SA filed on September 30, 2020)
6a*		Amended and Restated Management Agreement, dated as of April  23, 2018, by and between LunaPBC, Inc. and the Company (incorporated by reference to Exhibit 6(a) to the Company’s Form 1-K filed on April 30, 2019)
11a*		Consent of Mayer Hoffman McCann P.C.
12a**		Opinion of Sheppard, Mullin Richter and Hampton LLP

 

*	Previously filed

**	Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the registrant has duly caused this Amendment No. 3 to Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 26, 2022.

 

Pursuant to the requirements of Regulation A, this Amendment No.3 to Form 1-A has been signed by the following persons in the capacities indicated on September 26, 2022.

 

Signature		Title		Date
/s/ Joe Beery Joe Beery		Chief Executive Officer and Director of LunaPBC, Inc. (Principal Executive Officer and Principal Financial and Accounting Officer)		September 26, 2022
/s/ Robert Kain Robert Kain		Chairman of the Board of LunaPBC, Inc.		September 26, 2022

EXHIBIT 12a

 

		Sheppard Mullin Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130 858.720.8900 main 858.509.3691 fax www.sheppardmullin.com

September 26, 2022

VIA EDGAR

LunaDNA, LLC

10070 Mesa Rim Road

San Diego, CA 92121

 

Re:		Luna DNA, LLC—Opinion re legality

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of an Offering Statement on Form 1-A (CIK No. 0001741687) (as amended or supplemented, the “Offering Statement”) pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the qualification of the Offering Statement and the offering by Luna DNA, LLC, a Delaware limited liability company (the “Company”) of up to $2,100,000 of the Company’s common shares representing limited liability company interests of the Company (the “Shares”).

We have examined the Offering Statement, which has been filed with the Securities and Exchange Commission. We have also reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

The opinion set forth below is limited to the Delaware Limited Liability Company Act and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinion set forth below. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Based on the foregoing, we are of the opinion that, upon issuance and delivery against payment therefor in accordance with the terms of that certain Subscription Agreement, a form of which is included in the Offering Statement as Exhibit 4a, the Shares will be validly issued, and purchasers of the Shares will have no obligation to make payments to the Company or its creditors (other than to provide the consideration described in the Offering Statement for the Shares) or contributions to the Company or its creditors solely by reason of the purchasers’ ownership of the Shares. .

We hereby consent to the inclusion of this opinion as Exhibit 12a to the Offering Statement and to the references to our firm under the caption “Legal Matters” in the Offering Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.