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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AeroClean Technologies Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41096 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its |
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| March 1, 2024 |
MKULQ / Molekule Group, Inc. / FG Next GP, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Molekule Group, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) Jason M. Lynch, Esq. Foundry Group Next, LLC 645 Walnut Street Boulder, CO 80302 (303) 642-4085 (Name, Address and Telep |
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| February 13, 2024 |
AERC / AeroClean Technologies Inc / Uncork Plus II, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm246146d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Molekule Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 007744105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 (October 4, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporat |
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| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 (October 3, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporat |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2023 (September 19, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of inco |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 (September 18, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of inco |
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| September 20, 2023 |
Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 September 19, 2023 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Austan Pattan Re: Molekule Group, Inc. Request to Withdraw the Registration Statement on Form S-1 Filed September 1, 2023 File No.: 333-274332 Ladi |
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| September 8, 2023 |
As filed with the Securities and Exchange Commission on September 8, 2023. As filed with the Securities and Exchange Commission on September 8, 2023. No. 333-272644 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organ |
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| September 5, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Molekule Group, Inc. |
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| September 5, 2023 |
As filed with the Securities and Exchange Commission on September 1, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 1, 2023. |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 (August 23, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporat |
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| August 16, 2023 |
Exhibit 99.1 Molekule Reports Second Quarter 2023 Financial Results Delivers Q2 Revenue of $13.2 Million, Exceeding Guidance of $12.0 Million and Representing 58% Sequential Growth PALM BEACH GARDENS, Fla. - (August 16, 2023) - Molekule Group, Inc. (“Molekule” or the “Company”) (Nasdaq: MKUL), a leading air purification technology company, today reported financial results for the three months (“Q2 |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 (August 16, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporat |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 (August 14, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of inc |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41096 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 (August 14, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of inc |
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| July 13, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-272644 Molekule Group, Inc. 3,519,105 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO BE ISSUED IN CONNECTION WITH THE PROPOSED MERGER OF AURA SMART AIR LTD. WITH AVATAR MERGER SUB LTD., A WHOLLY OWNED SUBSIDIARY OF MOLEKULE GROUP, INC. THIS IS NOT A PROXY STATEMENT OR NOTICE OF MEETING. WE ARE NOT ASKING YOU FOR A PRO |
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| July 10, 2023 |
Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 July 10, 2023 Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 July 10, 2023 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Kyle Wiley Re: Molekule Group, Inc. Registration Statement on Form S-4 File No.: 333-272644 Acceleration Request Ladies and Gentlemen: Pursuant to Rule |
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| June 30, 2023 |
As filed with the Securities and Exchange Commission on June 30, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 30, 2023. |
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| June 27, 2023 |
15,625,000 Shares Molekule Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-272595 Prospectus 15,625,000 Shares Molekule Group, Inc. Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 15,625,000 shares of our common stock, par value $0.01 per share, by the selling stockholder identified in this prospectus (the “Selling Stockholder,” which ter |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 (June 22, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorp |
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| June 22, 2023 |
Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 June 22, 2023 Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 June 22, 2023 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Kyle Wiley Re: Molekule Group, Inc. Registration Statement on Form S-3 File No.: 333-272595 Acceleration Request Ladies and Gentlemen: Pursuant to Rule |
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| June 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Molekule Group, Inc. |
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| June 14, 2023 |
As filed with the Securities and Exchange Commission on June 14, 2023. Table of Contents As filed with the Securities and Exchange Commission on June 14, 2023. |
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| June 12, 2023 |
As filed with the Securities and Exchange Commission on June 12, 2023. S-3 1 tm2318227-1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 12, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i |
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| June 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Molekule Group, Inc. |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2023 (June 9, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (C |
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| June 9, 2023 |
Report of Independent Auditors Exhibit 99.1 Report of Independent Auditors To the Board of Directors of Molekule, Inc. Opinion We have audited the accompanying consolidated financial statements of Molekule, Inc. and its subsidiary (the “Company”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in redeemable convertible preferred |
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| June 9, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On January 12, 2023, Molekule Group, Inc. (f/k/a AeroClean Technologies, Inc.), a Delaware corporation (“Molekule”), completed its previously announced acquisition of Molekule, Inc., a Delaware corporation (“Legacy Molekule”), pursuant to the Agreement and Plan of Merger dated as of October 3, 2022 (the “Molekule Merger Agree |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement MOLEKULE GROUP, INC. (Name of Registrant as Spec |
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| June 1, 2023 |
Exhibit 10.2 fourth LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 31, 2023, by and among (a) SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Ba |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 1, 2023 (May 31, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (C |
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| June 1, 2023 |
Exhibit 10.1 SEVENTH LOAN MODIFICATION AGREEMENT This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 31, 2023, by and among (a) SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement MOLEKULE GROUP, INC. (Name of Registrant as Spec |
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| May 16, 2023 |
Exhibit 99.1 Molekule Reports First Quarter 2023 Financial Results Q1 2023 Revenues of $8.3 Million Exceed Guidance Announces Q2 2023 Revenue Guidance of Approximately $12 Million Up Approximately 45% with Substantially Improved EBITDA Due to Significant Increases in Gross Profit and Operating Leverage, All as Compared to Q1 2023 Remains on Target to Achieve Full Year Fiscal 2023 Revenue Guidance |
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| May 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2023 (May 16, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (C |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4109 |
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| May 9, 2023 |
Exhibit 10.1 Molekule Group, Inc. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023, between Molekule Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 (May 3, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Com |
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| May 9, 2023 |
Exhibit 4.2 AMENDMENT NO. 1 TO THE MOKEKULE GROUP, INC. COMMON STOCK PURCHASE WARRANT May 5, 2023 This Amendment No. 1 to the common stock purchase warrant (this “Amendment”) issued by Molekule Group, Inc., a Delaware corporation (the “Company,” formerly known as AeroClean Technologies, Inc.), dated as of June 29, 2022, to purchase 1,500,000 shares of the Company’s common stock, par value $0.01 (“ |
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| May 9, 2023 |
Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 9, 2023 |
Exhibit 99.2 Molekule Group, Inc. Announces Closing of $10.0 Million Private Placement and Deferral of $6.0 million Principal Amortization Through 2025 PALM BEACH GARDENS, FL, May 8, 2023 // - Molekule Group, Inc. (“Molekule” or the “Company”) (Nasdaq: MKUL), reported today the closing of its previously-announced approximately $10 million private placement with a single institutional investor. The |
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| May 9, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 9, 2023 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 9, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5 2023, between Molekule Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purcha |
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| May 3, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 3, 2023 (May 3, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Com |
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| May 3, 2023 |
Exhibit 99.1 Molekule Group, Inc. Announces $10.0 Million Private Placement And Amends Loan Agreements to Defer Approximately $6.1 Million of Principal Payments Originally Scheduled for 2023, 2024 and Q1 2025 PALM BEACH GARDENS, FL., May 3, 2023 // - Molekule Group, Inc. (“Molekule” or the “Company”) (Nasdaq: MKUL), announced today that it has entered into a securities purchase agreement with a si |
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| April 28, 2023 |
Molekule and Aura Expand in Global Education Market with Multiple Deployments and Orders Filed by Molekule Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Molekule Group, Inc. Commission File No. 001-41096 Molekule and Aura Expand in Global Education Market with Multiple Deployments and Orders ● Education industry sales reach nearly $4M ● Installed base hits over 11,000 air purifiers in schools, including some of the largest school districts in the U |
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| April 14, 2023 |
As filed with the Securities and Exchange Commission on April 13, 2023. As filed with the Securities and Exchange Commission on April 13, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 45-3213164 (State or other jurisdiction of (I.R.S. Employer incorporation or organiz |
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| April 14, 2023 |
Inducement Award Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement Exhibit 99.3 MOLEKULE GROUP, INC. INDUCEMENT AWARD RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT Molekule Group, Inc., a corporation organized under the laws of Delaware (the “Company”), hereby grants to the holder listed below (“Participant”) the number of restricted stock units set forth below (the “RSUs”), effective April 14, 2023. The RSUs are subject to the term |
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| April 14, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Molekule Group, Inc. |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| April 3, 2023 |
Exhibit 10.11 CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS ASSIGNMENT AGREEMENT This Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement (the “Agreement”), is made by and between AeroClean Technologies, Inc. (“Company”), and Ritankar Pal (“Executive”), effective as of the effective date of that certain Executive Employment Agreement by and be |
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| March 31, 2023 |
Exhibit 10.24 FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 19, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisc |
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| March 31, 2023 |
EXHIBIT 10.14 CONFIRMATORY ASSIGNMENT AGREEMENT This Confirmatory Assignment Agreement (“Agreement”) is made effective as of this 20th day of February 2019 (the “Effective Date”), by and between Advanced Technologies & Testing Laboratories, a Florida corporation (“ATTL”), and Molekule, Inc., a Delaware corporation (the “Company”). ATTL and the Company may be referred to individually as a “party” o |
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| March 31, 2023 |
Exhibit 10.15 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 22, 2021 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows |
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| March 31, 2023 |
EX-4.7 4 aerc-20221231xex4d7.htm EX-4.7 Exhibit 4.7 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Molekule Group, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our certificate of incorporation and our by |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41096 Molekule Gr |
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| March 31, 2023 |
Exhibit 10.16 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 19, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, |
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| March 31, 2023 |
Exhibit 10.22 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 19, 2020, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francis |
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| March 31, 2023 |
Exhibit 10.27 TRINITY CAPITAL INC. MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this “Agreement”) is made as of June 19, 2020, between TRINITY CAPITAL INC., a Maryland corporation (“Lessor”) and MOLEKULE, INC., a Delaware corporation (“Lessee”). Lessee desires to lease from Lessor the equipment and other property (the “Equipment”) described in each Equipment Schedule executed pursuant to th |
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| March 31, 2023 |
Exhibit 10.26 JOINDER AND SIXTH LOAN MODIFICATION AGREEMENT This Joinder and Sixth Loan Modification Agreement (this “Agreement”) is entered into as of January 12, 2023, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, Sa |
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| March 31, 2023 |
Exhibit 10.29 SECOND AMENDMENT TO LEASE DOCUMENTS THIS SECOND AMENDMENT TO LEASE DOCUMENTS (“Amendment”) is entered into on June 1, 2022 (“Effective Date”), by and among TRINCAP FUNDING, LLC, a Delaware limited liability company (as successor in interest to TRINITY CAPITAL INC., a Maryland corporation) (“Lessor”), and MOLEKULE, INC., a Delaware corporation (“Lessee”). RECITALS Lessor and Lessee ar |
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| March 31, 2023 |
Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of AeroClean Technologies, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our certificate of incorporation and our bylaws. This summary does not purp |
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| March 31, 2023 |
Exhibit 10.21 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 9, 2020, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco |
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| March 31, 2023 |
Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. 1 STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS Agreement# Number LIC14095. This Agreement is made effective July 15, 2015, (the “Effective Date”) by and between the University of |
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| March 31, 2023 |
Exhibit 10.20 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 29, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This |
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| March 31, 2023 |
Exhibit 3.1 Explanatory Note: This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K, which requires a conformed version of our charter reflecting all amendments in one document. Therefore, the document below reflects the Amended and Restated Certificate of Incorporation of Molekule Group, Inc., as filed with the Delaware Secretary of State on January 12, 2023, revised to inco |
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| March 31, 2023 |
Exhibit 21.1 Subsidiaries of the Registrant Name Where Incorporated Molekule, Inc. Delaware Avatar Merger Sub Ltd. Israel |
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| March 31, 2023 |
Exhibit 10.30 JOINDER TO MASTER LEASE AGREEMENT This Joinder to Master Lease Agreement (this “Agreement”) is entered into as of January 12, 2023, by and among (a) TRINITY CAPITAL INC., a Maryland corporation (“Lessor”), (b) MOLEKULE, INC., a Delaware corporation (“Lessee”), and MOLEKULE GROUP, INC., a Delaware corporation (“New Co-Lessee”). RECITALS A.Lessor and Lessee have entered into that certa |
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| March 31, 2023 |
Exhibit 10.28 FIRST AMENDMENT TO MASTER LEASE AGREEMENT THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is entered into on August 25, 2021 (“Effective Date”), by and among TRINITY FUNDING 1, LLC, a Delaware limited liability company (as successor in interest to TRINITY CAPITAL INC., a Maryland corporation) (“Lessor”), and MOLEKULE, INC., a Delaware corporation (“Lessee”). RECITALS Les |
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| March 31, 2023 |
Exhibit 10.23 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 22, 2021, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisc |
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| March 31, 2023 |
Exhibit 10.19 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 24, 2016 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC. (fka Transformair, Inc.), a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as fo |
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| March 31, 2023 |
Exhibit 10.25 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 1, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francis |
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| March 31, 2023 |
Exhibit 10.18 JOINDER AND THIRD LOAN MODIFICATION AGREEMENT This Joinder and Third Loan Modification Agreement (this “Agreement”) is entered into as of January 12, 2023, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, Sa |
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| March 31, 2023 |
Exhibit 10.17 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 1, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Franc |
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| March 31, 2023 |
Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Agreement No. STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS TABLE OF CONTENTS Section 1. Definitions Section 2. Grant Section 3. Due Diligence Section 4. Payments Section 5. Certa |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2023 (February 22, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorpo |
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| February 27, 2023 |
Filed by Molekule Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Molekule Group, Inc. Commission File No. 001-41096 EXPLANATORY NOTE On February 27, 2023, Aura Smart Air Ltd. (the “Company”), filed an immediate report with the Israel Securities Authority (the “ISA”) and The Tel Aviv Stock Exchange Ltd. disclosing the signing of the Agreement and Plan of Merger b |
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| February 27, 2023 |
Agreement and Plan of Merger, dated February 26, 2023 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 26, 2023 by and among MOLEKULE GROUP, Inc. AVATAR MERGER SUB LTD. and AURA SMART AIR lTD. TABLE OF Contents Page Article I CERTAIN DEFINITIONS 1.01 Definitions 2 1.02 Construction 13 Article II THE MERGER; CLOSING 2.01 The Merger 15 2.02 Effects of the Merger 15 2.03 Closing 15 2.04 Effective Time 15 2.05 Articles of Association of the |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2023 (February 22, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorpo |
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| February 27, 2023 |
Exhibit 99.1 Molekule Expands its Industry-Leading Portfolio of Indoor Air Quality (IAQ) Solutions Technology with Definitive Agreement to Acquire Aura Smart Air Ltd., Further Accelerating Molekule into the B2B Sector • Aura adds the software, sensor and IoT enabled technologies to accelerate an immediate and aggressive push into the burgeoning B2B market • Executes on strategy of combining organi |
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| February 27, 2023 |
Exhibit 99.1 Molekule Expands its Industry-Leading Portfolio of Indoor Air Quality (IAQ) Solutions Technology with Definitive Agreement to Acquire Aura Smart Air Ltd., Further Accelerating Molekule into the B2B Sector • Aura adds the software, sensor and IoT enabled technologies to accelerate an immediate and aggressive push into the burgeoning B2B market • Executes on strategy of combining organi |
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| February 27, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 26, 2023 by and among MOLEKULE GROUP, Inc. AVATAR MERGER SUB LTD. and AURA SMART AIR lTD. TABLE OF Contents Page Article I CERTAIN DEFINITIONS 1.01 Definitions 2 1.02 Construction 13 Article II THE MERGER; CLOSING 2.01 The Merger 15 2.02 Effects of the Merger 15 2.03 Closing 15 2.04 Effective Time 15 2.05 Articles of Association of the |
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| February 8, 2023 |
AERC / AeroClean Technologies LLC / Khoury Amin J - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Molekule Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 8, 2023 |
AERC / AeroClean Technologies LLC / Northeastern University - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Molekule Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 8, 2023 |
AERC / AeroClean Technologies LLC / Helfet David - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Molekule Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 8, 2023 |
AERC / AeroClean Technologies LLC / Dateline TV Holdings, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Molekule Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 6, 2023 (January 31, 2023) Molekule Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorpora |
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| January 30, 2023 |
As filed with the Securities and Exchange Commission on January 30, 2023 As filed with the Securities and Exchange Commission on January 30, 2023 Registration No. |
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| January 30, 2023 |
3,000,000 Shares Molekule Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269232 Prospectus 3,000,000 Shares Molekule Group, Inc. Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 3,000,000 shares of our common stock, par value $0.01 per share, by the selling stockholder identified in this prospectus (the “Selling Stockholder,” which term |
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| January 25, 2023 |
Molekule Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 January 25, 2023 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Kyle Wiley Re: Molekule Group, Inc. Registration Statement on Form S-3 File No.: 333-269232 Acceleration Request Ladies and Gentlemen: Pursuant to Ru |
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| January 23, 2023 |
AERC / AeroClean Technologies LLC / FG Next GP, LLC - SC 13D Activist Investment SC 13D 1 tm234190d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Molekule Group, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 007744105 (CUSIP Number) Jason M. Lynch, Esq. Foundry Group Next, LLC 645 Walnut Street Boulder, CO 80302 (303 |
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| January 23, 2023 |
AERC / AeroClean Technologies LLC / Uncork Plus II, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Molekule Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 007744105 (CUSIP Number) January 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| January 13, 2023 |
Exhibit 4.4 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 007744 105 MOLEKULE GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE COMMON STOCK OF MOLEKULE GROUP, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person o |
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| January 13, 2023 |
As filed with the Securities and Exchange Commission on January 13, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 13, 2023. |
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| January 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Molekule Group, Inc. |
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| January 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Molekule Group, Inc. |
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| January 13, 2023 |
As filed with the Securities and Exchange Commission on January 12, 2023. As filed with the Securities and Exchange Commission on January 12, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 45-3213164 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| January 12, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. AeroClean Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: 1. The name of the Corporation is AeroClean Technologies, Inc. 2. The original Certificate of Inco |
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| January 12, 2023 |
AeroClean Technologies and Molekule Announce the Close of All-Stock Merger Exhibit 99.1 AeroClean Technologies and Molekule Announce the Close of All-Stock Merger ● Establishes an industry-leading provider of premium, FDA-cleared air purification products and solutions ● Positions the combined company to selectively pursue additional value-creating M&A opportunities within the broader indoor air quality (“IAQ”) and cleantech industries ● Powerful brand value and large in |
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| January 12, 2023 |
Exhibit 3.3 AMENDED & RESTATED BYLAWS OF MOLEKULE GROUP, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quorum 2 Section 2.07. Voting 2 Sec |
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| January 12, 2023 |
EX-10.2 6 tm233138d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among AeroClean Technologies, Inc., Amin J. Khoury, Crosslink Capital, Inc., Foundry Group Next, L.P. and the Holders Dated as of January 12, 2023 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 12, 2023 (this “Agreement”), by and among (i) AeroClean Technologies |
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| January 12, 2023 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MOLEKULE, INC. MOLEKULE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: ONE: The name of the corporation is Molekule, Inc. (the “Corporation”). TWO: The Corporation’s original Certificate of Incorpora |
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| January 12, 2023 |
Exhibit 10.6 AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT January 12, 2023 This Amendment to the Executive Employment Agreement (the “Amendment”), is made as of the Effective Date (as defined below), between Molekule Group, Inc. (f/k/a AeroClean Technologies, Inc.) (“Company”) and Jonathan Harris (“Executive”). WHEREAS, Company and Executive entered into an employment agreement (the “Employment |
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| January 12, 2023 |
EX-10.1 5 tm233138d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 12, 2023 by and among AeroClean Technologies, Inc., a Delaware corporation (the “Parent”), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collective |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 MOLEKULE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Comm |
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| December 21, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268872 Prospectus AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, Florida 33410 NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Dear AeroClean Stockholder: NOTICE IS HEREBY GIVEN that the Board of Directors (the “AeroClean B |
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| December 19, 2022 |
As filed with the Securities and Exchange Commission on December 19, 2022. Table of Contents As filed with the Securities and Exchange Commission on December 19, 2022. |
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| December 19, 2022 |
Consent of The Benchmark Company, LLC Exhibit 99.1 CONSENT OF THE BENCHMARK COMPANY, LLC December 16, 2022 AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Attn: Board of Directors RE: Information Statement/Prospectus of AeroClean Technologies, Inc. (“AeroClean”), which forms part of the Registration Statement on Form S-4 of AeroClean (the “Registration Statement”). Dear Members of the Board of Directors |
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| December 19, 2022 |
AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 December 19, 2022 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Jeff Kauten Re: AeroClean Technologies, Inc. Registration Statement on Form S-4 File No.: 333-268872 Acceleration Request Ladies and Gentlem |
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| December 19, 2022 |
Consent of Brad Feld to be named as a director upon completion of the Merger Exhibit 99.2 CONSENT OF DIRECTOR In accordance with Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-4 filed by AeroClean Technologies, Inc. (“AeroClean”) with the Securities and Exchange Commission, the information statement/prospectus contained therein and any amendments or supplements thereto (the “Registr |
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| December 19, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AeroClean Technologies, Inc. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 14, 2022 |
EX-10.1 2 tm2230401d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of [•], 2022 by and among AeroClean Technologies, Inc., a Delaware corporation (the “Parent”), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collecti |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022) AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022) AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of |
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| November 14, 2022 |
AeroClean Reports Third Quarter 2022 Financial Results Exhibit 99.1 AeroClean Reports Third Quarter 2022 Financial Results PALM BEACH GARDENS, Fla., November 14, 2022 // - AeroClean Technologies (?AeroClean? or the ?Company?) (Nasdaq: AERC), a leading air hygiene technology company, today reported financial results for the three and nine months ended September 30, 2022 (?Q3 2022?). Third Quarter 2022 Highlights and Recent Developments ? The Company en |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Com |
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| November 9, 2022 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on November 9, 2022. |
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| November 9, 2022 |
FORM OF STOCKHOLDERS AGREEMENT Exhibit 10.2 FORM OF STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this ?Agreement?) is made as of [?], 2022 by and among AeroClean Technologies, Inc., a Delaware corporation (the ?Parent?), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collectively, the ?Stockholders?). RECITALS WHEREAS, |
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| October 5, 2022 |
Transcript of Investor Call on Tuesday, October 4, 2022 at 9:00am Eastern Time Filed by AeroClean Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: AeroClean Technologies, Inc. Commission File No. 001-41096 Transcript of Investor Call on Tuesday, October 4, 2022 at 9:00am Eastern Time Operator: Good morning everyone and welcome to AeroClean's conference call to discuss its merger with Molekule. Listeners are reminded that certain matte |
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| October 4, 2022 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.3 FORM OF AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among AeroClean Technologies, Inc., Amin J. Khoury, Crosslink Capital, Inc., Foundry Group Next, L.P. and the Holders Dated as of [?], 2022 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [?], 2022 (this ?Agreement?), by and among (i) AeroClean Technologies, Inc., a Delaware corporation (the ?Company?), (i |
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| October 4, 2022 |
Filed by AeroClean Technologies, Inc. Filed by AeroClean Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: AeroClean Technologies, Inc. Commission File No. 001-41096 Dear Molekule Customer - Today we announced that we have signed a definitive agreement to merge with AeroClean Technologies, Inc. (Nasdaq: AERC), a lead |
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| October 4, 2022 |
Exhibit 99.1 News Release AEROCLEAN TECHNOLOGIES AND MOLEKULE TO COMBINE IN AN ALL-STOCK MERGER ESTABLISHING AN INDUSTRY-LEADING PROVIDER OF PREMIUM, FDA-CLEARED AIR PURIFICATION PRODUCTS AND SOLUTIONS Transaction Highlights ? Creates a pro forma company with a substantial base of revenues, a solid balance sheet and a path to profitability. ? A broad range of highly complementary, proprietary and |
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| October 4, 2022 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. AeroClean Technologies, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), hereby certifies as follows: 1. The name of the Corporation is AeroClean Technologies, Inc. 2. The original Certificate |
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| October 4, 2022 |
Form of Amended and Restated Bylaws Exhibit 3.2 FORM OF AMENDED & RESTATED BYLAWS OF MOLEKULE, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quorum 2 Section 2.07. Voting 2 S |
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| October 4, 2022 |
Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Jonathan Harris (?Executive?). WHEREAS, Executive is party to that certain employment agreement with Molekule, Inc. (?Molekule?), dated May 24, 2021, pursuant to which Executive is emp |
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| October 4, 2022 |
Agreement and Plan of Merger, dated October 3, 2022 EX-2.1 2 tm2227171d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of October 3, 2022 by and among AEROCLEAN TECHNOLOGIES, INC. AIR KING MERGER SUB INC. and molekule, Inc. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 7 1.01 Definitions 7 1.02 Construction 24 Article II THE MERGER; CLOSING 25 2.01 The Merger 25 2.02 Effects of the Merger 25 2.03 Closing 25 2.04 Cert |
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| October 4, 2022 |
Form of Amended and Restated Registration Rights Agreement EX-10.3 7 tm2227171d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among AeroClean Technologies, Inc., Amin J. Khoury, Crosslink Capital, Inc., Foundry Group Next, L.P. and the Holders Dated as of [•], 2022 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2022 (this “Agreement”), by and among (i) AeroClean Technologies, Inc |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 (October 3, 2022) AEROCLEAN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdictio |
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| October 4, 2022 |
Form of Stockholders Support Agreement Exhibit 10.1 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and among AeroClean Technologies, Inc., a Delaware corporation (?Parent?), Molekule, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Shareholder?). Each of Parent, the Company and the Shareholder are sometimes referred to herein individually as a ?Party? and collectively |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 (October 3, 2022) AEROCLEAN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdictio |
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| October 4, 2022 |
Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Jason DiBona (?Executive?). WHEREAS, Company and Executive are parties to an Employment Agreement, dated November 1, 2020, as amended on May 1 |
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| October 4, 2022 |
Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), is made as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Ryan Tyler (?Executive?). WHEREAS, Company and Executive are parties to an Employment Agreement, dated November 1, 2020, as amended May 1, 2021, pursuan |
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| October 4, 2022 |
Filed by AeroClean Technologies, Inc. Filed by AeroClean Technologies, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: AeroClean Technologies, Inc. Commission File No. 001-41096 Hello Molekulers - Well, today is a VERY big day in Molekule?s history! Today we announce that we have signed a definitive agreement to merge with AeroC |
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| October 4, 2022 |
Form of Stockholders Agreement Exhibit 10.2 FORM OF STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this ?Agreement?) is made as of [?], 2022 by and among AeroClean Technologies, Inc., a Delaware corporation (the ?Parent?), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collectively, the ?Stockholders?). RECITALS WHEREAS, |
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| October 4, 2022 |
Form of Stockholders Agreement Exhibit 10.2 FORM OF STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this ?Agreement?) is made as of [?], 2022 by and among AeroClean Technologies, Inc., a Delaware corporation (the ?Parent?), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collectively, the ?Stockholders?). RECITALS WHEREAS, |
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| October 4, 2022 |
Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Jason DiBona (?Executive?). WHEREAS, Company and Executive are parties to an Employment Agreement, dated November 1, 2020, as amended on May 1 |
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| October 4, 2022 |
Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Ritankar Pal (?Executive?). WHEREAS, Executive is party to that certain employment agreement with Molekule, Inc. (?Molekule?), dated January 18, 2022, pursuant to which Executive is em |
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| October 4, 2022 |
Backstop Purchase Agreement, dated October 3, 2022 Exhibit 10.4 BACKSTOP PURCHASE AGREEMENT This BACKSTOP PURCHASE AGREEMENT (this ?Agreement?), dated as of October 3, 2022, is made by and among Molekule, Inc., a Delaware corporation (the ?Company?), Foundry Group Next, L.P. (?Foundry? or the ?Backstop Purchaser?), and AeroClean Technologies, Inc., a Delaware corporation (the ?Parent?). WHEREAS, on October 3, 2022, the Parent, Air King Merger Sub |
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| October 4, 2022 |
Exhibit 99.1 News Release AEROCLEAN TECHNOLOGIES AND MOLEKULE TO COMBINE IN AN ALL-STOCK MERGER ESTABLISHING AN INDUSTRY-LEADING PROVIDER OF PREMIUM, FDA-CLEARED AIR PURIFICATION PRODUCTS AND SOLUTIONS Transaction Highlights ? Creates a pro forma company with a substantial base of revenues, a solid balance sheet and a path to profitability. ? A broad range of highly complementary, proprietary and |
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| October 4, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of October 3, 2022 by and among AEROCLEAN TECHNOLOGIES, INC. AIR KING MERGER SUB INC. and molekule, Inc. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 7 1.01 Definitions 7 1.02 Construction 24 Article II THE MERGER; CLOSING 25 2.01 The Merger 25 2.02 Effects of the Merger 25 2.03 Closing 25 2.04 Certificate of Incorporation and Bylaws of the |
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| October 4, 2022 |
Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. AeroClean Technologies, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?General Corporation Law?), hereby certifies as follows: 1. The name of the Corporation is AeroClean Technologies, Inc. 2. The original Certificate |
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| October 4, 2022 |
Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Jonathan Harris (?Executive?). WHEREAS, Executive is party to that certain employment agreement with Molekule, Inc. (?Molekule?), dated May 24, 2021, pursuant to which Executive is emp |
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| October 4, 2022 |
Form of Amended and Restated Bylaws Exhibit 3.2 FORM OF AMENDED & RESTATED BYLAWS OF MOLEKULE, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quorum 2 Section 2.07. Voting 2 S |
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| October 4, 2022 |
Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Ritankar Pal (?Executive?). WHEREAS, Executive is party to that certain employment agreement with Molekule, Inc. (?Molekule?), dated January 18, 2022, pursuant to which Executive is em |
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| October 4, 2022 |
Backstop Purchase Agreement, dated October 3, 2022 EX-10.4 8 tm2227171d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 BACKSTOP PURCHASE AGREEMENT This BACKSTOP PURCHASE AGREEMENT (this “Agreement”), dated as of October 3, 2022, is made by and among Molekule, Inc., a Delaware corporation (the “Company”), Foundry Group Next, L.P. (“Foundry” or the “Backstop Purchaser”), and AeroClean Technologies, Inc., a Delaware corporation (the “Parent”). WHEREAS, on Octo |
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| October 4, 2022 |
Form of Stockholders Support Agreement Exhibit 10.1 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?) is entered into as of [?], 2022, by and among AeroClean Technologies, Inc., a Delaware corporation (?Parent?), Molekule, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Shareholder?). Each of Parent, the Company and the Shareholder are sometimes referred to herein individually as a ?Party? and collectively |
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| October 4, 2022 |
Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?), is made as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (?Company?), and Ryan Tyler (?Executive?). WHEREAS, Company and Executive are parties to an Employment Agreement, dated November 1, 2020, as amended May 1, 2021, pursuan |
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| August 16, 2022 |
Exhibit 99.1 AeroClean Reports Second Quarter 2022 Financial Results Company Validates P?rgo Effectiveness Against Omicron Variant PALM BEACH GARDENS, Fla., August 16, 2022 // - AeroClean Technologies (?AeroClean? or the ?Company?) (Nasdaq: AERC), a leading pathogen elimination technology company, today reported financial results for the three and six months ended June 30, 2022 (?Q2 2022?). All fi |
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| August 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Commi |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 22, 2022 |
3,000,000 Shares of Common Stock offered by the Selling Stockholder 424B3 1 tm2220550-6424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-266086 3,000,000 Shares of Common Stock offered by the Selling Stockholder This prospectus relates to the offering and resale, from time to time, by the selling stockholder identified in the “Selling Stockholder” section herein (the “Selling Stockholder”) of up to an aggregate of (i) 1,500, |
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| July 20, 2022 |
As filed with the Securities and Exchange Commission on July 20, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 20, 2022. |
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| July 19, 2022 |
AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 July 19, 2022 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Lauren Pierce Re: AeroClean Technologies, Inc. Registration Statement on Form S-1 File No.: 333-266086 Acceleration Request Ladies and Gentlemen |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Commiss |
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| July 11, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-1 (Form Type) AeroClean Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Secu |
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| July 11, 2022 |
Power of Attorney (included on signature page) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 11, 2022. |
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| July 11, 2022 |
AERC / AeroClean Technologies LLC / Northeastern University - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) July 1, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| July 7, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy |
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| June 30, 2022 |
Exhibit 10.1 AEROCLEAN TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June [], 2022, between AeroClean Technologies, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, s |
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| June 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Commiss |
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| June 30, 2022 |
AeroClean Technologies, Inc. Announces Closing of $15.0 Million Private Placement Exhibit 99.2 AeroClean Technologies, Inc. Announces Closing of $15.0 Million Private Placement PALM BEACH GARDENS, Fla., June 29, 2022 // - AeroClean Technologies, Inc. (?AeroClean? or the ?Company?) (Nasdaq: AERC), announced today the closing of its previously-announced $15.0 million private placement with a single institutional investor. The transaction consists of 1,500,000 shares of AeroClean |
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| June 30, 2022 |
EX-10.3 5 tm2219554d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Stockholders Letter Agreement This Stockholders Letter Agreement (this “Agreement”) is dated as of June [ ], 2022 and is delivered by Amin J. Khoury, Lewis Pell, David Helfet, M.D. and Dateline TV Holdings, Inc. (collectively, the “Stockholders”). BACKGROUND: WHEREAS, concurrently herewith, Armistice Capital, LLC (the “Investor”) and AeroCl |
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| June 30, 2022 |
AeroClean Technologies, Inc. Announces $15.0 Million Private Placement Exhibit 99.1 AeroClean Technologies, Inc. Announces $15.0 Million Private Placement PALM BEACH GARDENS, Fla., June 27, 2022 // - AeroClean Technologies, Inc. (?AeroClean? or the ?Company?) (Nasdaq: AERC), announced today that it has entered into a securities purchase agreement with a single institutional investor for the purchase of 1,500,000 shares of its common stock and warrants to purchase up |
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| June 30, 2022 |
EX-4.1 2 tm2219554d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO |
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| June 30, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June [] 2022, between AeroClean Technologies, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purc |
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| June 29, 2022 |
AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 June 29, 2022 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Lauren Pierce Re: AeroClean Technologies, Inc. Request to Withdraw Regulation A Offering Statement on Form 1-A Filed June 22, 2022 File No.: 024 |
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| June 27, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy |
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| June 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC. (Exact name of issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) c/o AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone: (833) 65 |
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| June 22, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated April 1, 2022, with respect to the financial statements of AeroClean Technologies, Inc. contained in this Offering Statement on Form 1-A. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to the use of our name as it appears under the caption "Experts". |
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| June 15, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX1A-11 CONSENT 3 tm2218333d1ex11-1.htm EXHIBIT 11.1 Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated April 1, 2022, with respect to the financial statements of AeroClean Technologies, Inc. contained in this Offering Statement on Amendment No. 1 to Form 1-A (File No. 024-11650). We consent to the use of the aforementioned report in the Offering |
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| June 15, 2022 |
Exhibit 12.1 AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, Florida 33410 New York 601 Lexington Avenue, 31st Floor New York, NY 10022 T +1 (212) 277-4000 F +1 (646) 521-5726 E valerie.jacob@?freshfields.com E michael.levitt@?freshfields.com freshfields.us June 15, 2022 Ladies and Gentlemen: We are acting as counsel to AeroClean Technologies, Inc., a Delaware corporation (t |
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| June 15, 2022 |
PART II AND III 2 tm2218333d1partiiandiii.htm PART II AND III Post-Qualification Offering Circular Amendment No.1 File No.: 024-11650 Explanatory Note This post-qualification offering circular amendment no. 1 amends the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2021. An offering statement pursuant to Regulation A relating to th |
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| June 10, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
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| May 12, 2022 |
AeroClean Reports First Quarter 2022 Financial Results Exhibit 99.1 AeroClean Reports First Quarter 2022 Financial Results PALM BEACH GARDENS, Fla., May 12, 2022 // - AeroClean Technologies (?AeroClean? or the ?Company?) (Nasdaq: AERC), a pathogen elimination technology company harnessing patented UV-C LED technology with P?rgo? to significantly reduce and remove harmful pathogens to keep work, play and life going, today reported financial results for |
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| May 12, 2022 |
As filed with the Securities and Exchange Commission on May 12, 2022 As filed with the Securities and Exchange Commission on May 12, 2022 Registration No. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Commissi |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 12, 2022 |
EX-FILING FEES 4 tm2210565d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) AeroClean Technologies, Inc. (Exact name of Registrant as Specified in its Charter) Type 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee |
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| May 11, 2022 |
AERC / AeroClean Technologies LLC / Dateline TV Holdings, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm2215211d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check t |
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| May 4, 2022 |
AERC / AeroClean Technologies LLC / Helfet David - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41096 AeroClean T |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMISSION Washington, D. |
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| April 1, 2022 |
Description of securities registered under Section 12 of the Securities Exchange Act of 1934. Exhibit 4.6 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of AeroClean Technologies, Inc. (?us,? ?our,? ?we? or the ?Company?) is a summary of the rights of our capital stock and summarizes certain provisions of our certificate of incorporation and our bylaws. This summary does not purp |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Per |
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| April 1, 2022 |
EX-21.1 3 aerc-20211231xex21d1.htm EXHIBIT-21.1 Exhibit 21.1 SUBSIDIARIES OF AEROCLEAN TECHNOLOGIES, INC. As of December 31, 2021 None. |
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| March 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2022 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41096 45-3213164 (State or other jurisdiction of incorporation) (Commis |
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| March 31, 2022 |
Exhibit 99.1 AeroClean Reports Fourth Quarter and Full Year 2021 Financial Results Revenues increased 35.9% to $355,212 as compared to $261,299 in the previous quarter PALM BEACH GARDENS, Fla., March 31, 2022 // - AeroClean Technologies (?AeroClean? or the ?Company?) (Nasdaq: AERC), a pathogen elimination technology company harnessing patented UV-C LED technology with P?rgo? to significantly reduc |
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| February 14, 2022 |
AERC / AeroClean Technologies LLC / PELL LEWIS C - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2022 |
AERC / AeroClean Technologies LLC / Khoury Amin J - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2022 |
AERC / AeroClean Technologies LLC / Dateline TV Holdings, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AeroClean Technologies, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 007744 105 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 7, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm |
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| January 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41096 AeroClean Te |
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| November 29, 2021 |
Certificate of Incorporation of the Registrant EX-4.1 2 tm2123085d15ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. ARTICLE I Name The name of the corporation is AeroClean Technologies, Inc. (the “Corporation”). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201 in the City of Dover Co |
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| November 29, 2021 |
EX-99.2 7 tm2123085d15ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 November 23, 2021 AeroClean Technologies, Inc. EMPLOYEE STOCK PURCHASE PLAN (Effective as of November 23, 2021) Section 1 Purpose of Plan This document sets forth the AeroClean Technologies, Inc. Employee Stock Purchase Plan (the “Plan”), effective as of November 23, 2021. The Plan is intended to provide a method by which eligible employee |
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| November 29, 2021 |
AeroClean Technologies, Inc. Non-Employee Directors Stock and Deferred Compensation Plan Exhibit 99.2 AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN SECTION 1 PURPOSES AND AUTHORIZED SHARES The purposes of the AeroClean Technologies, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (the Plan) are to attract, motivate and retain eligible non |
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| November 29, 2021 |
Exhibit 99.1 AEROCLEAN TECHNOLOGIES, INC. 2021 DEFERRED COMPENSATION PLAN Effective January 1, 2022 CONTENTS CLAUSE PAGE ARTICLE I Establishment and Purpose 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 9 ARTICLE IV Deferrals 9 ARTICLE V Company Contributions 12 ARTICLE VI Benefits 13 ARTICLE VII Modifications to Payment Schedules 16 ARTICLE VIII Valuation of Account Balance |
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| November 29, 2021 |
As filed with the Securities and Exchange Commission on November 29, 2021 As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. |
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| November 29, 2021 |
Exhibit 99.1 AeroClean Technologies, Inc. 2021 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the AeroClean Technologies, Inc. 2021 Incentive Award Plan (as it may be amended or restated from time to time, the ?Plan?) is to promote the success and enhance the value of AeroClean Technologies, Inc. (the ?Company?) and its Subsidiaries and affiliates by linking the individual interests of the |
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| November 29, 2021 |
EX-4.2 3 tm2123085d16ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 BYLAWS OF AEROCLEAN TECHNOLOGIES, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quo |
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| November 29, 2021 |
Exhibit 99.3 AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN SECTION 1 PURPOSES AND AUTHORIZED SHARES The purposes of the AeroClean Technologies, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (the Plan) are to attract, motivate and retain eligible |
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| November 29, 2021 |
EX-4.1 2 tm2123085d16ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. ARTICLE I Name The name of the corporation is AeroClean Technologies, Inc. (the “Corporation”). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201 in the City of Dover Co |
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| November 29, 2021 |
As filed with the Securities and Exchange Commission on November 29, 2021 S-8 1 tm2123085d16s8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 45-3213164 (State or other jurisdiction |
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| November 29, 2021 |
EX-4.2 3 tm2123085d15ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 BYLAWS OF AEROCLEAN TECHNOLOGIES, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quo |
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| November 24, 2021 |
253G1 1 tm2123085-12253g1.htm 253G1 TABLE OF CONTENTS Filed Pursuant to Rule 253(g)(1) File No. 024-11650 Offering Circular 2,500,000 shares of common stock This is a public offering of our common stock. The public offering price is $10.00 per share. There are no selling stockholders in this offering. Prior to this offering, there has been no public market for our securities. Our common stock ha |
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| November 19, 2021 |
AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 (833) 652-5326 November 19, 2021 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Austin Pattan Jan Woo Re: AeroClean Technologies, Inc. Offering Statement on Form 1-A File No.: 024-11650 Acceleration Request Requested Dat |
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| November 19, 2021 |
8-A12B 1 tm2123085d148a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AeroClean Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 45-3213164 (State or other jurisdiction of incorporation or organi |
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| November 3, 2021 |
EXPLANATORY NOTE This Amendment No. 3 to the Offering Statement on Form 1-A filed by AeroClean Technologies, Inc. on September 21, 2021 (as amended by Amendment No. 1 on October 8, 2021 and Amendment No. 2 on October 29, 2021, the “Offering Statement”) is being filed solely to file Exhibit 13.1 to the Offering Statement as set forth below under “EXHIBIT INDEX.” No changes have been made to Part II |
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| November 3, 2021 |
Information Deck November 202 1 Exhibit 13.1 Information Deck November 202 1 This presentation includes forward - looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding forward - looking statements. The words “believe”, “anticipate”, “intend”, “expect”, “target”, “goal”, “estimate”, “plan”, “assume”, “may”, “will”, “p |
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| October 29, 2021 |
PART II AND III 2 tm2123085-81aa.htm PART II AND III TABLE OF CONTENTS As filed with Securities and Exchange Commission on October 29, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A (Amendment No. 2) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC.* (Exact name of issuer as specified in its charter) Delaware (State |
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| October 29, 2021 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated August 6, 2021, with respect to the financial statements of AeroClean Technologies, LLC contained in this Offering Statement on amendment No. 2 to Form 1-A (File No. 024-11650). We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to the use of our name as |
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| October 8, 2021 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX1A-11 CONSENT 5 tm2123085d7ex11-1.htm EXHIBIT 11.1 Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated August 6, 2021, with respect to the financial statements of AeroClean Technologies, LLC contained in this Offering Statement on Amendment No. 1 to Form 1-A (File No. 024-11650). We consent to the use of the aforementioned report in the Offering |
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| October 8, 2021 |
[Freshfields Bruckhaus Deringer US LLP] CORRESP 1 filename1.htm [Freshfields Bruckhaus Deringer US LLP] VIA EDGAR U.S Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attention: Austin Pattan Jan Woo Re: AeroClean Technologies, LLC Offering Statement on Form 1-A Filed on September 21, 2021 File No. 024-11650 Ladies and Gentlemen: On behalf of AeroClean Technolo |
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| October 8, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT [ ], 2021 The Benchmark Company, LLC HCFP/Capital Markets LLC as Representatives of the several Underwriters named in Schedule 1 hereto c/o The Benchmark Company, LLC 150 East 58th St., 17th Floor New York, NY 10155 c/o HCFP/Capital Markets LLC 155 East 44th St., 6th Floor New York, NY 10017 Ladies and Gentlemen: The undersigned, AeroClean Technologies, Inc., whi |
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| October 8, 2021 |
Exhibit 3.2 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FO |
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| October 8, 2021 |
TABLE OF CONTENTS As filed with Securities and Exchange Commission on October 8, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 8, 2021 |
[Letterhead of Freshfields Bruckhaus Deringer US LLP] Exhibit 12.1 [Letterhead of Freshfields Bruckhaus Deringer US LLP] AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, Florida 33410 October 8, 2021 Ladies and Gentlemen: We are acting as counsel to AeroClean Technologies, Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of an o |
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| September 21, 2021 |
Exhibit 3.3 FORM OF REGISTRATION RIGHTS AGREEMENT by and among AeroClean Technologies, Inc. Amin J. Khoury and the Holders Dated as of [●], 2021 REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among (i) AeroClean Technologies, Inc., a Delaware corporation (the “Company”), (ii) Amin J. Khoury (together with his permitted transferees, collectively, the “Shareholder”) |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC.* (Exact name of issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) c/o AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone: (833) 6 |
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| September 21, 2021 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated August 6, 2021, with respect to the financial statements of AeroClean Technologies, LLC contained in this Offering Statement on Form 1-A. We consent to the use of the aforementioned report in the Offering Statement on Form 1-A, and to the use of our name as it appears under the caption "Experts". |
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| September 3, 2021 |
FORM OF AeroClean Technologies, Inc. 2021 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE Exhibit 6.1 FORM OF AeroClean Technologies, Inc. 2021 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the AeroClean Technologies, Inc. 2021 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of AeroClean Technologies, Inc. (the “Company”) and its Subsidiaries and affiliates by linking the individual interests |
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| September 3, 2021 |
Exhibit 6.6 CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS ASSIGNMENT AGREEMENT This Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement (the “Agreement”), is made as of November 1, 2020 (the “Effective Date”), by and between Aero Clean Technologies, LLC (“Company”), and Ryan Tyler (“Executive”). WHEREAS, Company wishes to confirm Executive’s u |
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| September 3, 2021 |
Exhibit 6.10 AEROCLEAN TECHNOLOGIES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT AeroClean Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set f |
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| September 3, 2021 |
Exhibit 6.3.1 Amendment to Executive Employment Agreement This Amendment (“Amendment”) to the Executive Employment Agreement by and between Aeroclean Technologies, LLC ( “Company”) and Jason DiBona (“Executive”), dated as of November 1, 2020 (the “Employment Agreement”), is entered into by the Company and Executive as of May 1, 2021. Capitalized terms used and not defined herein shall have the mea |
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| September 3, 2021 |
PART II AND III 2 filename2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC.* (Exact name of issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) c/o AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gard |
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| September 3, 2021 |
Exhibit 6.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), is made as of November 1, 2020 (the “Effective Date”), between Aero Clean Technologies, LLC (“Company”), and Ryan Tyler (“Executive”). WHEREAS, Company wishes to employ Executive to serve as its Chief Financial Officer, and Executive desires to be employed by Company on the terms contained in this Agr |
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| September 3, 2021 |
EX1A-12 OPN CNSL 19 filename19.htm Exhibit 12.1 Form of Opinion of Freshfields Bruckhaus Deringer US LLP [Letterhead of Freshfields Bruckhaus Deringer US LLP] AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, Florida 33410 [●], 2021 Ladies and Gentlemen: We are acting as counsel to AeroClean Technologies, Inc., a Delaware corporation (the Company), in connection with the prepa |
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| September 3, 2021 |
FORM OF AEROCLEAN TECHNOLOGIES, INC. 2021 DEFERRED COMPENSATION PLAN Effective [_____], 2021 EX1A-6 MAT CTRCT 14 filename14.htm Exhibit 6.7 FORM OF AEROCLEAN TECHNOLOGIES, INC. 2021 DEFERRED COMPENSATION PLAN Effective [], 2021 Contents Clause Page ARTICLE I Establishment and Purpose 1 ARTICLE II Definitions 1 ARTICLE III Eligibility and Participation 9 ARTICLE IV Deferrals 9 ARTICLE V Company Contributions 12 ARTICLE VI Benefits 13 ARTICLE VII Modifications to Payment Schedules 16 ARTICL |
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| September 3, 2021 |
EX1A-6 MAT CTRCT 12 filename12.htm Exhibit 6.5.1 Amendment to Executive Employment Agreement This Amendment (“Amendment”) to the Executive Employment Agreement by and between Aeroclean Technologies, LLC ( “Company”) and Ryan Tyler (“Executive”), dated as of November 1, 2020 (the “Employment Agreement”), is entered into by the Company and Executive as of May 1, 2021. Capitalized terms used and not |
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| September 3, 2021 |
Exhibit 6.2 CONSULTANT AGREEMENT This Consultant Agreement (hereinafter “Agreement”), dated effective as of May 1, 2020 (“Effective Date”) is entered into between CleanCo Bioscience Group LLC (hereinafter “the Company”), and Jason DiBona (hereinafter “Consultant.”) RECITALS WHEREAS, the Company is in the business of researching, developing, designing, implementing, certifying, qualifying and regis |
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| September 3, 2021 |
Exhibit 6.4 CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS ASSIGNMENT AGREEMENT This Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement (the “Agreement”), is made as of November 1, 2020 (the “Effective Date”), by and between Aero Clean Technologies, LLC (“Company”), and Jason DiBona (“Executive”). WHEREAS, Company wishes to confirm Executive’s |
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| September 3, 2021 |
FORM OF AEROCLEAN TECHNOLOGIES, INC. Table of Contents Exhibit 2.2 FORM OF BYLAWS OF AEROCLEAN TECHNOLOGIES, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 1 Section 2.05. Postponements and Adjournments 1 Section 2.06. Quorum 2 Section 2.07. Voting 2 Sectio |
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| September 3, 2021 |
[·] 2021 FORM OF AeroClean Technologies, Inc. EMPLOYEE STOCK PURCHASE PLAN (Effective as of [Date]) Exhibit 6.9 [·] 2021 FORM OF AeroClean Technologies, Inc. EMPLOYEE STOCK PURCHASE PLAN (Effective as of [Date]) Section 1 Purpose of Plan This document sets forth the AeroClean Technologies, Inc. Employee Stock Purchase Plan (the “Plan”), effective as of [ ]. The Plan is intended to provide a method by which eligible employees of (i) AeroClean Technologies, Inc. (the “Company”) and (ii) certain “s |
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| September 3, 2021 |
[Freshfields Bruckhaus Deringer US LLP] DOSLTR 1 filename1.htm [Freshfields Bruckhaus Deringer US LLP] VIA EDGAR U.S Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attention: Austin Pattan Jan Woo Re: AeroClean Technologies, LLC Draft Offering Statement on Form 1-A Submitted on August 9, 2021 CIK No. 000-1872356 Ladies and Gentlemen: On behalf of AeroClean Te |
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| September 3, 2021 |
Exhibit 6.8 FORM OF AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN AEROCLEAN TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN SECTION 1 PURPOSES AND AUTHORIZED SHARES The purposes of the AeroClean Technologies, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (the Plan) are to attract, motivate and retain eligi |
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| September 3, 2021 |
EX1A-6 MAT CTRCT 8 filename8.htm Exhibit 6.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), is made as of November 1, 2020 (the “Effective Date”), between Aero Clean Technologies, LLC (“Company”), and Jason DiBona (“Executive”). WHEREAS, Company wishes to employ Executive to serve as its Chief Executive Officer, and Executive desires to be employed by Company |
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| September 3, 2021 |
EX1A-3 HLDRS RTS 5 filename5.htm Exhibit 3.1 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 007744 105 AEROCLEAN TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE COMMON STOCK OF AEROCLEAN TECHNOLOGIES, INC. (THE “CORPORATION”) transfe |
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| September 3, 2021 |
Exhibit 6.11 AEROCLEAN TECHNOLOGIES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT AeroClean Technologies, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?) the number of Restricted Stock Units set f |
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| September 3, 2021 |
Exhibit 2.1 FORM OF CERTIFICATE OF INCORPORATION OF AEROCLEAN TECHNOLOGIES, INC. ARTICLE I Name The name of the corporation is AeroClean Technologies, Inc. (the “Corporation”). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201 in the City of Dover, 19904. The name of the registered ag |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 AEROCLEAN TECHNOLOGIES, INC.* (Exact name of issuer as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) c/o AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone: (833) 6 |
