ABOUT MOLEKULE
Molekule Group, Inc. (‘‘Molekule”), formerly known as AeroClean, is a pathogen elimination technology company on a mission to keep work, play and life going by improving indoor air quality. We have the largest range of proprietary and patented, FDA-cleared air purification devices to address the rapidly growing global air purification market. Our air hygiene product, Pūrgo™ (pure-go), is an FDA 510(k) cleared, Class II medical device that provides continuous air filtration, sanitization and supplemental ventilation solutions with technology that can be applied in any indoor space, including in hospitals, offices and even in elevators. Pūrgo™ products feature SteriDuct™, a proprietary germicidal UV-C technology. In addition, our Air Pro and Air Mini+ air purifiers leverage a PECO technology that can destroy viruses, bacteria, mold, allergens, volatile organic compounds, chemicals and more from the air. Our purpose is simple: to never stop innovating solutions that keep people healthy and safe, so life never stops.
In June 2022, we sold an aggregate of 1,500,000 shares of common stock, and a Warrant to purchase up to 1,500,000 shares of common stock (the “2022 Warrant”), to the Selling Stockholder for an aggregate purchase price of $15,000,000 (the “2022 Private Placement”). The exercise price of the warrant was $11.00 per share. The closing of the 2022 Private Placement occurred on June 29, 2022.
On January 12, 2023, the registrant completed the acquisition of Molekule, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger dated as of October 3, 2022 (the “Molekule Merger Agreement”) by and among the registrant, Air King Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of the registrant (“Air King Merger Sub”), and Molekule, Inc. Pursuant to the Molekule Merger Agreement, Air King Merger Sub merged with and into Molekule, Inc., with Molekule, Inc. continuing as the surviving entity and a wholly-owned subsidiary of the registrant (the “Molekule Merger”). In connection with the closing of the Molekule Merger (the “Molekule Merger Closing”), the registrant changed its name from AeroClean Technologies, Inc. to Molekule Group, Inc. Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to the combined company following the Molekule Merger, together with its subsidiary, and “AeroClean” refers to the registrant prior to the Molekule Merger Closing.
At the effective time of the Molekule Merger, the outstanding shares of Molekule, Inc. common stock, par value $0.0001, that were issued and outstanding immediately prior to the effective time of the Molekule Merger (the “Molekule, Inc. Common Stock”) (including shares of Molekule, Inc. Common Stock resulting from the conversion of Molekule Inc.’s eligible preferred stock, but excluding dissenting shares and shares held in treasury), were converted automatically into, and the holders of such shares of Molekule Inc. Common Stock were entitled to receive, by virtue of the Molekule Merger and upon the terms and subject to the conditions set forth in the Molekule Merger Agreement, 14,907,210 fully paid and nonassessable shares of Company common stock, par value $0.01 per share (the “Company Common Stock”), that resulted in the Molekule, Inc. stockholders in the aggregate, after taking into account the Company Common Stock underlying In-the-Money Company Warrants (as defined in the Molekule Merger Agreement) and the grants of restricted stock units (“RSUs”) by the Company to certain continuing Molekule, Inc. employees which were deemed vested and outstanding as of immediately following the effective time of the Molekule Merger, holding 49.5% of the Outstanding Shares (as defined in the Molekule Merger Agreement).
On February 26, 2023, we entered into an Agreement and Plan of Merger with Aura Smart Air Ltd. (“Aura”), an Israeli company listed on the Tel Aviv Stock Exchange the (“TASE”) and the creator of a proprietary, software, sensor and internet-of-things (“IoT”) enabled data-driven air purification system (the “Aura Merger”). We intend to implement Aura’s advanced software, sensor and IoT technology across our entire product range and in each of our highly developed sales channels, including major global healthcare, commercial and municipal customers, seeking multi-location and multi-room, enterprise-wide safe air solutions. Consummation of the Aura Merger is subject to customary closing conditions, including among others the SEC declaring our registration statement on Form S-4 effective, the listing of our common stock on the TASE, receipt of Aura shareholder approval, receipt of a tax ruling regarding Israeli withholding tax and receipt of all material third party consents. The Aura Merger is expected to close early in the second half of 2023.
As part of our business strategy, we continually evaluate a wide array of strategic opportunities, including the acquisition, disposition or licensing of intellectual property, mergers and acquisitions, joint