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 which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| ¨ | Rule 13d-1(d) | |
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. | |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 007744 105 | Page 1 of 4 |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Northeastern University | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
|
(a)¨ (b)¨
|
|||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 1,500,000 | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 1,500,000 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,500,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 9.75%* | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
| * | Based on 15,377,636 shares of common stock, par value $0.01 per share (“Common Stock”) of AeroClean Technologies, Inc. (the “Issuer”) outstanding as of July 1, 2022, which is based on (i) the total shares of Common Stock reported to be outstanding on the Issuer’s Form 10-Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2022 plus (ii) 1,500,000 shares of Common Stock issued pursuant to a securities purchase agreement as reported on the Issuer’s Form 8-K filed with the SEC on June 30, 2022. |
| CUSIP No. 007744 105 | Page 2 of 4 |
| Item 1(a) |
Name of Issuer:
|
| AeroClean Technologies, Inc. |
| Item 1(b) |
Address of Issuer’s Principal Executive Offices:
|
| 10455 Riverside Dr., Palm Beach Gardens, FL 33410 |
| Item 2(a) |
Name of Persons Filing:
|
| Northeastern University (the “Reporting Person”) |
| Item 2(b) |
Address of Principal Business Office or, if none, Residence:
|
| 360 Huntington Avenue, Boston, MA 02115 |
| Item 2(c) |
Citizenship:
|
| Massachusetts |
| Item 2(d) |
Title of Class of Securities:
|
| Common stock, par value $0.01 per share |
| Item 2(e) | CUSIP No.: |
| 007744 105 |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c). |
| Item 4 |
Ownership:
|
| (a) Amount beneficially owned: | |
| 1,500,000 | |
| (b) Percent of class: | |
| 9.75%* | |
| (c) Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | |
| 1,500,000 | |
| (ii) Shared power to vote or to direct the vote: | |
| None | |
| (iii) Sole power to dispose or to direct the disposition of: | |
| 1,500,000 | |
| (iv) Shared power to dispose or to direct the disposition of: | |
| None | |
| CUSIP No. 007744 105 | Page 3 of 4 |
* Based on 15,377,636 shares of common stock, par value $0.01 per share (“Common Stock”) of AeroClean Technologies, Inc. (the “Issuer”) outstanding as of July 1, 2022, which is based on (i) the total shares of Common Stock reported to be outstanding on the Issuer’s Form 10-Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2022 plus (ii) 1,500,000 shares of Common Stock issued pursuant to a securities purchase agreement as reported on the Issuer’s Form 8-K filed with the SEC on June 30, 2022.
| Item 5 |
Ownership of Five Percent or Less of a Class:
|
| Not applicable. |
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person:
|
| Not applicable. |
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
| Not applicable. |
| Item 8 |
Identification and Classification of Members of the Group:
|
| Not applicable. |
| Item 9 |
Notice of Dissolution of Group:
|
| Not applicable. |
| Item 10 |
Certifications:
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 007744 105 | Page 4 of 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 11, 2022 |
Northeastern University
| ||
| By: | /s/ Thomas E. Nedell | ||
| Name: | Thomas E. Nedell | ||
| Title: | Senior Vice President of Finance and Treasurer | ||