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As filed with the Securities and Exchange Commission on July 11, 2022.September 1, 2023.
Registration No. 333-       ​
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549​
FORM S-1
REGISTRATION STATEMENT​
UNDER​
THE SECURITIES ACT OF 1933​
Molekule Group, Inc.
AEROCLEAN TECHNOLOGIES, INC.
(Exact name of Registrantregistrant as specified in its charter)​
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Delaware
​​3841​​45-3213164​
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(State or other jurisdiction of
incorporation or organization)​
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3841
(Primary Standard Industrial
Classification Code Number)​
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45-3213164
(I.R.S. Employer
Identification Number)
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10455 Riverside Drive
Palm Beach Gardens, FL 33410
Telephone: (833) 652-5326
(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)​
Jason DiBona
c/o AeroClean Technologies,Molekule Group, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Telephone: (833) 652-5326
(Name, address, including zip code, and telephone number, including area code, of agent for service)​
Copies to:
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Valerie Ford Jacob, Esq.
Michael A. Levitt, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, New York 10022
(212) 277-4000
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Jason DiBona
Ryan Patch
c/o AeroClean Technologies,Molekule Group, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Telephone: (833) 652-5326
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Approximate date of commencement of proposed sale to the public: From time to timeAs soon as practicable after this registration statement is declaredbecomes effective.
If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrantregistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. The securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seekthese securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SubjectPRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 2023
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Subscription Rights to Completion, Preliminary Prospectus Dated July 11, 2022Purchase up to 10,000 Units
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3,000,000Consisting of up to 10,000 Shares of Convertible Preferred Stock
and Warrants to Purchase up to       Shares of Common Stock offered by the Selling Stockholder
at a Subscription Price of $1,000 per Unit
This prospectus relates(and up to       shares of Common Stock underlying such Convertible Preferred Stock and Warrants)
Molekule Group, Inc. (the “Company,” “we,” “us” and “our”) is distributing to holders of the Company’s common stock, $0.01 par value (“common stock”), as well as the holder of our outstanding pre-funded warrant issued in May 2023 that is entitled to participate in this offering pursuant to the offering and resale, from timeterms thereof (the “Participating Warrant”), at no charge, non-transferable subscription rights to time, by the selling stockholder identified in the “Selling Stockholder” section herein (the “Selling Stockholder”) ofpurchase up to an aggregate10,000 units (“Units”). Each Unit consists of (i) 1,500,000one (1) share of our convertible preferred stock (the “preferred stock”) with a stated value of $1,000 per share of preferred stock (the “stated value”) and a warrant to purchase       shares of our common stock par value $0.01at an exercise price of $      per share and (ii) 1,500,000 sharesfrom the date of commonissuance through its expiration five years from the date of issuance (the “warrants”). Each share of preferred stock par value $0.01 per share, issuable uponis convertible at the exerciseoption of outstanding warrants. 1,500,000the holder at any time into a number of shares of our common stock determined by dividing (i) the stated value of the preferred stock plus any accrued and accumulated dividends by (ii) the conversion price ($      per share, subject to adjustment). We may redeem the preferred stock, in whole or in part on a pro rata basis, at any time in our sole discretion by paying to the holders thereof in cash an amount equal to the liquidation preference (including any accrued and accumulated dividends) in effect at the time of redemption.
We refer to the offering that is the subject of this prospectus as the “rights offering.” In the rights offering, you will receive one (1) subscription right for every share of common stock owned or deemed to be owned (in the case of the Participating Warrant) as of 4:00 p.m., Eastern Time, on            , 2023, the record date of the rights offering (the “Record Date”). The preferred stock and warrants comprising the Units will separate upon the closing of this rights offering and will be issued separately; however, they may only be purchased as a Unit and the warrantUnit will not trade as a separate security. The subscription rights will not be tradeable. We must sell a sufficient number of Units to generate gross proceeds of at least $10 million in order to complete the rights offering (which condition may be waived by our board of directors in its sole discretion).
Each subscription right consists of a basic subscription right and an over-subscription privilege.
Each subscription right will entitle you to purchase upone Unit, which we refer to 1,500,000 sharesas the “basic subscription right,” at a subscription price equal to $1,000 per Unit (the “subscription price”), subject to proration among participants exercising their basic subscription right. If you exercise your basic subscription right in full, and any portion of the Units remain available under the rights offering which are unsubscribed, you will be entitled to an over-subscription privilege to purchase unsubscribed Units at the subscription price, subject to proration among participants exercising their over-subscription privilege to the extent there is an insufficient number of unsubscribed Units to accommodate all over-subscription privileges so exercised, which we refer to as the “over-subscription privilege.”
The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on            , 2023, unless the rights offering is extended or earlier terminated by us. If we elect to extend the rights offering, we will issue a press release announcing the extension no later than 9:00 a.m., Eastern time, on the next business day after the most recently announced expiration date of the rights offering. We may extend the rights offering for additional periods, not to exceed 45 days, in our sole discretion. Once made, all exercises of subscription rights are irrevocable. All subscription payments will be deposited into an escrow account maintained by the subscription agent (as defined below) for the benefit of the holders exercising their subscriptions under the rights offering, and if the rights offering is not completed for any reason all funds will be promptly returned, without interest, to such subscribers in the amounts advanced in connection with their respective exercises.
Amin J. Khoury, the Chairman of our board of directors and one of our co-founders, and Foundry Group Next, L.P., which is affiliated with our director Brad Feld, have informed us of their interest in participating in the rights offering; however, there can be no assurance as to what extent they will participate, if at all.
We have not entered into any standby purchase agreement or other similar arrangement in connection with this rights offering. The rights offering is being conducted on a best-efforts basis. We have also engaged Computershare
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Trust Company, N.A. (“Computershare”) to serve as our subscription agent for the rights offering (the “subscription agent”) and Georgeson LLC (“Georgeson”) to serve as our information agent for the rights offering (the “information agent”). The subscription agent will hold the funds we receive from subscribers until we complete or cancel this rights offering. If you want to participate in this rights offering and you are a record holder of our common stock, were issuedwe recommend that you submit your subscription documents to the subscription agent well before the deadline. If you want to participate in this rights offering and you hold our common stock through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by us pursuantyour broker, dealer, bank or other nominee. For a detailed discussion, see “Rights Offering — The Subscription Rights.”
We are conducting the rights offering to raise capital that we intend to use for working capital and for general corporate purposes. Our obligation to close the rights offering and to distribute the subscription rights is conditioned upon the satisfaction, or waiver by our board of directors, of certain conditions, including the restructuring of our outstanding indebtedness. See “Summary of the Rights Offering — Extension, Amendment, Termination and Conditions.”
If we fail to consummate this rights offering or obtain funds from other sources in the third quarter of 2023, we will not be able to continue as a Securities Purchase Agreement, dated as of June 26, 2022, with a single institutional investor (the “Private Placement”). Please see “Private Placement of Shares ofgoing concern and will need to explore restructuring and reorganization initiatives. See “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock and Warrants” beginning on page 65— If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of this prospectus.
We2023, we will not receive any proceeds fromhave funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements” and “Risk Factors — Risks Related to this Rights Offering, the salePreferred Stock, the Warrants and Our Common Stock — Even if the rights offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”
You should carefully consider whether to exercise your subscription rights prior to the expiration of sharesthe rights offering. All exercises of common stocksubscription rights are irrevocable, even if the rights offering is extended by our board of directors for additional periods (not to exceed 45 days).
All subscription payments will be deposited into an account maintained by the Selling Stockholder. However, uponsubscription agent for the cashbenefit of the holders exercising their subscriptions under this rights offering, and if this rights offering is not completed for any reason all funds will be promptly returned to such subscribers in the amounts advanced in connection with their respective exercises.
If we amend the rights offering to allow for an extension of the rights offering for additional periods aggregating to more than 45 days, or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and receive a prompt refund of any money you have advanced. We may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In the event the rights offering is canceled, all subscription payments received by the subscription agent will be promptly returned, without interest.
Our board of directors is making no recommendation regarding your exercise of the warrant, wesubscription rights. The subscription rights may not be sold, transferred or assigned and will receive the exercise price of such warrant,not be listed for an aggregate amount of $16.5 million if the warrant is exercised in full.
The Selling Stockholder may sell alltrading on any stock exchange or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan of Distribution” on page 67 of this prospectus for more information. For information on the Selling Stockholder, see the section entitled “Selling Stockholder” on page 66 of this prospectus. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
market. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AERC”.“MKUL.” On July 8, 2022,August 31, 2023, the last reported sale price of our common stock on the Nasdaq Capital Market was $15.85$0.93 per share. You are urged to obtain current market quotations for our common stock. We do not intend to apply for listing of the preferred stock or the warrants on any securities exchange or recognized trading system.
The Selling Stockholder will offer its shares at prevailing market prices or privately negotiated prices.
We are an “emerging growth company” as definedYou should read this prospectus and any prospectus supplement, together with additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in the Jumpstart Our Business Startups Actany of 2012 and have elected to comply with certain reduced public company reporting requirements. In addition, as a “smaller reporting company” within the meaning of Rule 405, we are following the Form S-1 disclosure requirements for smaller reporting companies.our securities.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning “Risk Factors” on page 1621 to read about factors you should consider before buying our securities.
We may amend or supplementof this prospectus from time to timeand similarly titled sections of the documents incorporated by filing amendments or supplements to the extent required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.reference into this prospectus.
Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory bodystate securities commission has approved or disapproved of these securities or passed upon the accuracyadequacy or adequacyaccuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is                 , 20222023
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About This Prospectus
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SummaryABOUT THIS PROSPECTUS
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Risk FactorsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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Cautionary Statement Regarding Forward-Looking StatementsSUMMARY OF THE RIGHTS OFFERING
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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING
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RECENT DEVELOPMENTS
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RISK FACTORS
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USE OF PROCEEDS
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DILUTION
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Use of ProceedsRIGHTS OFFERING
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Dividend PolicyU.S. FEDERAL INCOME TAX CONSIDERATIONS
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BusinessDESCRIPTION OF CAPITAL STOCK
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Regulation
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Management
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Certain Relationships and Related Party TransactionsPLAN OF DISTRIBUTION
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Principal StockholdersLEGAL MATTERS
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Description of Capital StockEXPERTS
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Private Placement of Shares of Common Stock and WarrantsWHERE YOU CAN FIND MORE INFORMATION
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Selling StockholderINCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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Plan of Distribution
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Legal Matters
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Experts
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Where You Can Find Additional Information
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Incorporation By Reference
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You should read this prospectus, including all documents incorporated herein by reference, together with the additional information described under “Where You Can Find More Information.”
You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.”
 
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ABOUT THIS PROSPECTUS
NeitherYou should rely only on the information we nor the Selling Stockholder have provided or incorporated by reference into this prospectus. We have not authorized anyone to provide anyyou with information different from that contained or to make any representation other than those containedincorporated by reference in this prospectus in connection with the rights offering described herein. You must not rely on any unauthorized information or in any free writing prospectuses we have prepared. We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.representation. This prospectus is an offer to sell only the sharessecurities offered by this prospectus,hereby, but only under circumstances and in jurisdictions where it is lawful to do so. TheYou should assume that the information contained in this prospectus, or any document incorporated by reference, is currentaccurate only as of its date.the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospectusprospects may have changed since that date.
For investors outside of the United States: Neither we nor the Selling Stockholder have taken any action that would permit the offering or possession orThe distribution of this prospectus and the issuance of the securities in any jurisdiction where action for that purposecertain jurisdictions may be required, other than inrestricted by law. Persons outside the United States. InvestorsStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offeringthe sale of the securities and the distribution of this prospectus outside the United States.
Neither This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the delivery ofsecurities offered by this prospectus norby any sale made hereunder shall, underperson in any circumstances, createjurisdiction in which it is unlawful for such person to make such an implication that there has been no changeoffer or solicitation.
This prospectus contains summaries of certain provisions contained in the affairssome of the Company sincedocuments described herein, but reference is made to the date hereof. Information containedactual documents for complete information. All of the summaries are qualified in their entirety by the preliminaryactual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is subject to completion or amendment.
MARKET AND INDUSTRY DATAa part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
Unless the context otherwise indicated, information containedrequires, references in this prospectus concerning our industryto “Molekule,” “the Company,” “we,” “us” and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. In some cases, we do not expressly“our” refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.
Because this information involves a number of assumptionsMolekule Group, Inc. and limitations, you are cautioned not to give undue weight to such information. While we have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this prospectus, we believe such sources to be reliable and are not aware of any misstatements in such information.
In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.
TRADEMARKS
“Pūrgo™”, “PūrgoLift™”, “SteriDuct™” and related names are trademarks that are owned by AeroClean Technologies, Inc. Solely for our convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.subsidiaries.
 
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SUMMARY
This summary highlights certain information appearing elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. For a more complete understanding of this offering, you should read the entire prospectus carefully, together with the documents incorporated herein by reference, including our financial statements and the notes thereto and the information set forth under “Risk Factors.” Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “AeroClean,” “AeroClean Technologies” and similar terms refer to AeroClean Technologies, LLC or to AeroClean Technologies, Inc. (depending on whether the statement relates to the period before or after our reorganization as a corporation in connection with our initial public offering (“IPO”)).
Overview
AeroClean Technologies is an interior space air purification technology company. Our immediate objective is to initiate full-scale commercialization of our high-performance interior air sterilization and disinfection products for the eradication of harmful airborne pathogens, including coronavirus (“COVID-19”).
We were established to develop unmatched, technology-driven medical-grade air purification solutions for hospitals and other healthcare settings. The onset of the COVID-19 global pandemic underscores the urgency of bringing to market air purification solutions to help protect front-line healthcare workers, patients and the general population.
Interior air sterilization and disinfection solutions are critical for enabling and furthering societal transition to a safe, post-COVID-19 environment and for protecting patients, particularly immunocompromised patients, and staff in medical and healthcare facilities.
We incorporate our proprietary, patented UV-C LED technology in equipment and devices to reduce the exposure of occupants of interior spaces to airborne particles and pathogens. These spaces include hospital and non-hospital healthcare facilities (such as outpatient chemotherapy and other infusion facilities and senior living centers and nursing homes), schools and universities, commercial properties and other indoor spaces.
In July 2021, we completed the development stage of our first device, the Pūrgo room air purification unit, including design and independent testing and certification, as well as the scale-up of manufacturing, and began commercial production and sales. Pūrgo’s launch also marks the debut of our go-to-market strategy for SteriDuct, our patented air purification technology. We intend to incorporate SteriDuct into a broad line of autonomous air treatment devices. In February 2022, we debuted a prototype of Pūrgo Lift, our air purification solution for elevators and other wall-mount applications, and since then, certain of our customers have been testing and evaluating Pūrgo Lift for future deployment in their facilities.
To support the transition to commercial operations, in July 2021, we also completed the build out of our corporate headquarters in Palm Beach Gardens, Florida, which includes our warehouse and distribution facility, as well as the site for our future service operations.
Our products are being designed and engineered to exceed the rigorous standards set by the U.S. Food and Drug Administration (the “FDA”) for Class II medical devices used for interior air sterilization and disinfection products. In June 2022, the FDA granted our Pūrgo technology 510(k) clearance for use in healthcare and other markets for which product performance to reduce the amount of certain airborne particles and infectious microbes in an indoor environment must be validated to specific standards. Our Pūrgo technology was tested and certified to meet such standards by independent laboratories. Regulatory clearances and independent certifications serve as important indications of product quality and performance that also influence decision-making by non-healthcare market equipment purchasers.
Pūrgo has been well-received by our customers. Our success depends to a large extent on our ability to increase sales of our Pūrgo device during 2022 and beyond.
We have incurred operating losses each year since our inception and have only begun to recognize revenue starting in July 2021. We incurred losses of $2.6 million, $7.9 million and $3.3 million during the

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three months ended March 31, 2022 and the years ended December 31, 2021 and 2020, respectively, and had an accumulated deficit of $4.3 million as of March 31, 2022. As of March 31, 2022, the Company had aggregate cash of $17,774,097.
Background and Purpose
We were established by our co-founders, Amin J. Khoury, PhD (Hon), our Chairman; David Helfet, M.D., our Chief Medical Officer; and Mark Krosney, our Chief Scientific Officer, to fulfill their determination to provide solutions for the critical challenges posed by harmful airborne pathogens and resultant hospital acquired infections (“HAIs”).
HAIs and other infections acquired in outpatient treatment facilities present an extreme risk to the immunocompromised patient population. In the U.S. alone, it is estimated that 10 million people are immunocompromised. Whether in hospitals or infusion treatment locations, patients with cancer, and a multitude of other disease and disease related treatments, are at an elevated risk of infection. Constant air purification is of extreme benefit in these settings in order to minimize the presence of dangerous airborne pathogens due to the often catastrophic risk that infection poses to the immunocompromised patient population. It is estimated that there are approximately 2 million HAIs annually in the United States, causing approximately 100,000 deaths and costing over $30 billion. These numbers are in-hospital only and do not include the likely much larger number of patients infected in outpatient infusion and treatment centers. For one example, there are more than 650,000 cancer patients that receive outpatient chemotherapy, and they are at risk for acquiring infections in these treatment facilities, despite advanced filtration and ventilation systems. In general, 60,000 cancer patients are hospitalized annually for chemotherapy-induced neutropenia and infections — one patient dies every two hours from this complication.
The onset of COVID-19 has increased our urgency to create innovative and more effective air purification solutions for the risks posed by harmful airborne pathogens, including coronavirus and other viruses, bacteria, molds, particles, fungi and allergens. Studies have shown 85% of COVID-19 transmission to be airborne person-to-person in the form of aerosolized droplets and in enclosed spaces. The Journal of Science estimates the annual U.S. cost of flu and respiratory infections at $50 billion, and the World Health Organization estimates that 4 million premature deaths annually are caused by air pollution.
The genesis of our proprietary air purification technology traces back to efforts to address commercial aircraft cabin air quality. Mr. Krosney is a highly-accomplished scientist who is primarily responsible for numerous patents, several of which are important components of our IP portfolio. Mr. Krosney is a former senior scientist and engineer at B/E Aerospace. Dr. Khoury, the founder and long-time Chairman and Chief Executive Officer of B/E Aerospace, envisioned the significant potential to apply such proprietary technology for revolutionary, medical-grade air purification solutions for hospital and other critical healthcare settings. Dr. Khoury consulted with Dr. David Helfet, a leading orthopedic surgeon at both the Hospital for Special Surgery and New York-Presbyterian Hospital, regarding possible solutions for the critical challenges to patients and hospitals posed by harmful airborne pathogens and HAIs.
This collaboration has served as the foundation for our Company and the implementation of our business plan. Dr. Khoury made a substantial investment in the Company, leading an investment group providing the necessary capital to develop the Company’s substantial intellectual property portfolio and products.
Dr. Khoury is a renowned industrialist recognized for bringing to market game-changing solutions for diverse challenges and for building market-leading global businesses. Dr. Khoury was Chairman and Chief Executive Officer of B/E Aerospace, a Nasdaq-listed S&P 400 diversified industrial company, sold in April 2017 to Rockwell Collins (now, part of Raytheon) for $8.6 billion. Previously, in December 2014, B/E Aerospace completed the spin-off of KLX Inc. as an independent Nasdaq-listed public company, itself sold in May 2018 to Boeing for $4.25 billion. Drs. Khoury and Helfet were long-time colleagues who served together for many years on the board of directors of Synthes, Inc., which, led by Dr. Khoury’s efforts, completed a $21 billion merger in 2012, creating DePuy Synthes, Johnson & Johnson’s global orthopaedics business.
Several other members of our leadership team have long-standing working relationships with Dr. Khoury, including in senior-level roles at B/E Aerospace and KLX Inc.

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Our Team
To more effectively exploit our patents and proprietary technology, we have assembled a team of highly credentialed scientists, with advanced degrees in electrical, mechanical and software engineering, as well as in physics, chemistry and related fields, in the development of our devices. This team, in conjunction with their counterparts from our FDA regulated contract manufacturing partner, have driven both the device performance and manufacturing optimization during the development stage of our Company and have positioned our Pūrgo device to be decisively superior, on both a performance and price basis, to existing FDA cleared (or seeking clearance) air purification devices currently on the market. Our team enabled us to develop our submission package, which received FDA 510(k) clearance to market the Pūrgo device.
Publicly traded companies at which our leaders have or have had active roles include: B/E Aerospace, Inc., a Nasdaq listed company until its acquisition by Rockwell Collins, at the time a NYSE listed company, in 2016; Lennar Corporation (NYSE: LEN); KLX Inc., a Nasdaq listed company until its acquisition by The Boeing Company (NYSE: BA) in 2018; KLX Energy Services Holdings, Inc. (Nasdaq: KLXE) (“KLX Energy”); Bank of America Corporation (NYSE: BAC); Moelis & Company (NYSE: MC); Moly Mines Ltd, an Australian Stock Exchange (“ASX”) listed company that was acquired by Young Australian Mines Ltd; Puritan Bennet Corporation, a Nasdaq listed company acquired by Nellcor Incorporated (Nasdaq: NELL) in 1995, forming Nellcor Puritan-Bennet; Schering Plough Laboratories, a private company acquired by Merck & Co. (NYSE: MRK) in 2009; United Technologies, a NYSE listed company until its acquisition in 2020 by Raytheon Corporation to form Raytheon Technologies Corp. (NYSE: RTX); and Wyeth Laboratories, a NYSE listed company acquired by Pfizer (NYSE: PFE) in 2009. Members of our leadership team also played important management and scientific development roles or were also early investors for a number of healthcare companies and committees.
Senior members of our team include:
Amin J. Khoury, PhD (Hon).   Dr. Khoury is one of our co-founders and has been the Chairman of our Board of Directors since May 2020. Previously, Dr. Khoury served as Chief Executive Officer and Chairman of the Board of Directors of KLX Inc. from its formation in December 2014 until its sale to The Boeing Company in October 2018. Dr. Khoury served as Chairman of the Board, Chief Executive Officer and Co-Chief Executive Officer of B/E Aerospace from its founding in 1987 until its sale to Rockwell Collins in 2017. Dr. Khoury also served as Chairman, Chief Executive Officer and President of KLX Energy from September 2018 until May 2020. Dr. Khoury was a Trustee of the Scripps Research Institute from May 2008 until July 2014. Until 2012, for 26 years, Dr. Khoury also served as a director of Synthes, Inc., having earlier been Chairman of Synthes Maxillofacial, and a founding investor in Spine Products, Inc., which was acquired by Synthes in 1999. Synthes, a $4 billion annual revenue company, was the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants, before Dr. Khoury led an effort to merge Synthes with Johnson & Johnson in a $21 billion transaction in 2012. Dr. Khoury holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors and a Master’s Degree in Business Administration from Northeastern University. Dr. Khoury has served as a member of the Board of Trustees of Northeastern University since July 2018 and received an honorary doctorate from Northeastern University in May 2019. Dr. Khoury is a highly effective leader in organizational design and development matters and has been instrumental in identifying and attracting our managerial talent, team of highly accomplished scientists and Board members. He has an intimate knowledge of the Company, our industry and our competitors. All of the above experience and leadership roles uniquely qualify him to serve as our Company’s Chairman of the Board.
David Helfet, M.D.   Dr. Helfet is one of our co-founders and is currently our Chief Medical Officer and a Director. He is currently a Professor of Orthopaedic Surgery at the Weill Medical College of Cornell University and Director of the Combined Orthopaedic Trauma Service at both the Hospital for Special Surgery and New York-Presbyterian Hospital. He has served on several committees of the American Academy of Orthopaedic Surgeons, the AO/ASIF Foundation (currently the Chairman of AO Documentation and Publishing), AO North America and the American Board of Orthopaedic Surgery, among others. In addition, Dr. Helfet has been extensively involved in the Orthopaedic Trauma Association, including as President from 1998 to 1999, and is still on its board as a past President. He was Assistant Professor of Orthopaedic Surgery at Johns Hopkins University School of Medicine from 1982 to 1986,

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Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/​Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.
Mark Krosney.   Mr. Krosney is one of our co-founders and is our Chief Scientific Officer. He has been the driving force in the development of AeroClean Technologies’ proprietary technology. Mr. Krosney is primarily responsible for numerous patents, including several that are important parts of our IP portfolio. Mr. Krosney is a key member of the development team for the Pūrgo air purification and disinfection product development project. Prior to becoming Vice President and General Manager of B/E Aerospace’s Business Jet Group, Mr. Krosney was B/E Aerospace’s technical interface with The Boeing Company, Airbus and the Federal Aviation Administration. Earlier in his career, Mr. Krosney worked on jet engine and rocket propulsion systems as well as technical control systems at United Technologies. Mr. Krosney received his Bachelor of Science degree in Engineering from Carnegie Mellon University and a Master of Science degree in Management of Technology from the Sloan School at the Massachusetts Institute of Technology.
Jason DiBona.   Mr. DiBona has served as our Chief Executive Officer since May 2020. Mr. DiBona brings more than 25 years of experience in developing and executing strategies for sustainable growth. He has held leadership roles in medical and healthcare technologies, global sales operations and start-up environments and has experience working with diverse private and public sector clients in more than 120 countries. Mr. DiBona spent the majority of his career, from 1999 to 2014, at GE Healthcare, holding multiple leadership and business development roles across the global healthcare organization. After his time at GE Healthcare, from 2014 to 2018, Mr. DiBona led the sales and marketing efforts at ePreop, a start-up medical software developer, with a successful launch and exit in the role of Executive Vice President of Sales and Marketing. Prior to AeroClean, Mr. DiBona served as Senior Vice President of Global Sales Strategies for America’s largest homebuilder, Lennar Corporation. Mr. DiBona earned his Bachelor of Science degrees in Molecular Biology and Microbiology from the University of Central Florida.
Ryan Tyler.   Mr. Tyler has served as our Chief Financial Officer since October 2020. Prior to joining AeroClean, Mr. Tyler held various positions from 2014 to 2020 at B/E Aerospace, Inc., KLX Inc. and KLX Energy Services Holdings, Inc., including Vice President, overseeing financial reporting, internal controls, corporate development, investor relations and financial planning and analysis. Prior to the KLX Inc. spin-off from B/E Aerospace, Mr. Tyler served as B/E Aerospace’s Director of Financial Reporting and Internal Controls from 2013 to 2014, where he focused on the company’s public filings, mergers and acquisitions and capital raises. Mr. Tyler also spent three years at Oxbow Carbon LLC, serving as a Controller responsible for several of the company’s lines of business over the three-year period. Mr. Tyler spent five years at Ernst & Young as a Manager providing audit services to public and private clients in multiple sectors, including telecommunications, real estate, healthcare, financial services and distribution. Mr. Tyler received his Bachelor and Master of Accounting degrees from the University of Florida and received a Certified Public Accountant designation in Florida (inactive).
Michael Senft.   Mr. Senft currently serves on our Board, where he is the Lead Independent Director. Over the past two years, Mr. Senft has served as a strategic advisor to several other venture stage companies, including acting as senior advisor to Critical Response Group, a venture-stage company established to apply battlefield protocols to homeland security applications. From 2014 to 2018, Mr. Senft served as Vice President-Chief Financial Officer, Treasurer and Head of Investor Relations of KLX Inc. Prior to his role at KLX Inc., Mr. Senft was an investment banker for over 30 years, including roles as Senior Managing Director at Moelis & Company, Global Head of Leveraged Finance at CIBC and Global Co-Head of

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Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.
Thomas P. McCaffrey.   Mr. McCaffrey currently serves on our Board. He has been a member of the Board of Directors of KLX Energy since April 22, 2020. Mr. McCaffrey served as President, Chief Executive Officer and Chief Financial Officer of KLX Energy from May 2020 until July 2020 and as Senior Vice President and Chief Financial Officer of KLX Energy from September 2018 until April 30, 2020. Prior to that, Mr. McCaffrey served as President and Chief Operating Officer of KLX Inc. from December 2014 until its sale to The Boeing Company in October 2018 and as Senior Vice President and Chief Financial Officer of B/E Aerospace from May 1993 until December 2014. Prior to joining B/E Aerospace, Mr. McCaffrey practiced as a Certified Public Accountant for 17 years with a large international accounting firm and a regional accounting firm based in California. Since 2016, Mr. McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and serves as a member of its various committees and is currently Chairman of its Audit Committee. Mr. McCaffrey received his Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University-San Luis Obispo. Our Board benefits from Mr. McCaffrey’s extensive leadership experience, thorough knowledge of our business and extensive strategic planning and public company experience.
Heather Floyd.   Ms. Floyd currently serves on our Board. Ms. Floyd also currently serves as Director, Financial Reporting & Technical Accounting at Sequa Corporation. Previously, Ms. Floyd served as Vice President — Finance and Corporate Controller of KLX Energy and Vice President - Finance and Corporate Controller of KLX Inc. from February 2014 until September 2021. Ms. Floyd has almost 20 years of combined accounting, auditing, financial reporting and Sarbanes-Oxley compliance experience. Prior to joining KLX Inc., Ms. Floyd held various positions at B/E Aerospace, including most recently Vice President - Internal Audit. Prior to joining B/E Aerospace, Ms. Floyd served as an Audit Manager with Ernst & Young and in various accounting roles at Corporate Express, now a subsidiary of Staples. Ms. Floyd is a Certified Public Accountant licensed to practice in Florida. Ms. Floyd received her Bachelor of Science and Engineering and Bachelor of Business Administration in International Business and Trade from Florida Atlantic University. Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a member of our Board.
Timothy J. Scannell.   Mr. Scannell currently serves on our Board of Directors. Mr. Scannell brings over 30 years of experience and success delivering market-leading results from his leadership roles at Stryker Corporation (“Stryker”), one of the world’s leading medical technology companies. Mr. Scannell served as President and Chief Operating Officer of Stryker between 2018 and 2021, overseeing all of Stryker’s commercial businesses and regions globally. Prior to this, he served as group president for Stryker’s MedSurg & Neurotechnology businesses for ten years. Mr. Scannell currently serves as a director and non-executive chairman of the Board of Directors for Insulet Corporation and is a director on the boards of Novocure Limited, Renalytix plc and Collagen Matrix, Inc. Mr. Scannell attended the University of Notre Dame, where he received a bachelor’s degree in Business Administration and Marketing and his Master of Business Administration. Mr. Scannell’s extensive leadership experience, particularly with respect to public companies within the medical industry, qualify him to serve as a member of our Board.
Jimmy Thompson.   Mr. Thompson is our Vice President of Strategic Sales. Over the course of three decades, Mr. Thompson has served many leadership roles in the healthcare industry. For the past 19 years at Cerner Corporation, Mr. Thompson has built and led highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplier of health information technology services, devices, and hardware used at more than 27,000 facilities around the world. Prior to Cerner, he held key sales roles at GE Healthcare and SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee.

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Nick DeAngelis, PhD.   Dr. DeAngelis is our Director of Regulatory Affairs & Quality and, as a self-employed consultant, is a key member of the development team for the Pūrgo air purification and disinfection product development project. Dr. DeAngelis has over 40 years of experience in pharmaceutical companies, 25 years of which was at senior management levels, including Senior Director of the Analytical and Physical Chemistry departments at Wyeth Laboratories, a NYSE-listed public company acquired by Pfizer in 2009, and at Schering Plough Laboratories, a private company acquired by Merck & Co. in 2009. Dr. DeAngelis has worked for a number of years as a self-employed consultant assisting numerous pharmaceutical and medical device companies in product development and quality assurance. Dr. DeAngelis holds a Bachelor of Science degree in Physics, a Master of Science degree in Chemistry and a PhD in Chemistry from Villanova University.
Edward Lanzilotta, PhD.   Employed at Intelligent Product Solutions, a leading medical and technology device engineering group (“IPS”), Dr. Lanzilotta is a key member of the development team for the Pūrgo air purification and disinfection product development project. He has held engineering and management positions at Draper Laboratory, Bolt, Beranek & Newman, American Science and Engineering, Scientific Systems Corp. and Airborne Instruments Laboratory. Dr. Lanzilotta holds a Bachelor of Science degree in Electrical Engineering, a Master of Science degree in Mechanical Engineering and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.
Rao Tella.   Mr. Tella is our Director of Operations. He has been employed by Eaton Aerospace, Puritan Bennet Corporation, a Nasdaq-listed company acquired by Nellcor Incorporated in 1995 to form Nellcor Puritan-Bennet, and B/E Aerospace in various capacities, including Manager of R&D, Director of Operations, P&L responsibility as Vice President/General Manager of a $400 million business and Vice President of corporate strategy. Mr. Tella holds a Bachelor of Science degree in Engineering from the Indian Institute of Technology located in Chennai, a Master of Science degree in Engineering and a Master of Business Administration degree from the University of Minnesota and has completed a strategic studies program at Harvard University.
Bill Reisenauer.   Mr. Reisenauer is our Lead Engineer on Pūrgo UV Subsystem Design, is a key member of the development team for the Pūrgo UV air purification and disinfection product development project and is the lead Engineer on the Pūrgo UV subsystem design, test and qualification. At B/E Aerospace, Mr. Reisenauer was the director of engineering for the lighting products group and drove the introduction of LED technology into business and commercial aircraft lighting. Mr. Reisenauer holds a Master of Science degree in Electrical Engineering and a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of New York and a Master of Business Administration from Adelphi University.
Karl Keppeler.   Mr. Keppeler is our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key member of the development team for the Pūrgo air purification and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
Joseph Toro.   Mr. Toro is our Lead Industrial Design Engineer and is a key member of the development team for the Pūrgo air purification and disinfection product development project. Currently the director of Industrial Design at IPS, Mr. Toro has more than 20 years of experience developing award winning innovative solutions for consumer and professional products. Mr. Toro directed the design of products ranging from miniature motion control solutions for B/E Aerospace and medical clients to household appliances for Applica Black and Decker. Mr. Toro holds a Bachelor of Science degree in Industrial Design from the University of Bridgeport. Mr. Toro’s team has worked closely with Mr. Krosney in the design of PūrgoLift, our elevator implementation product line.
Our Strategy
Our mission is to establish AeroClean Technologies as the leader in creating a safe indoor environment, free of dangerous pathogens, particles, allergens, mold and fungi, for the healthcare, commercial office, educational and transportation marketplaces. Our goal is to become the leading provider of airborne

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pathogen-eradication solutions, through the application of air sanitization using our UV-C LED technology, and to create comprehensive solutions for at-risk enclosed spaces across hospitals, outpatient treatment facilities, universities and schools, senior living and nursing homes, non-hospital healthcare facilities, commercial buildings and the human transport and travel industries.
The key elements of our strategy are:
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Establish our technology and brand by beginning the commercial production and sale of the Pūrgo air purification device predominantly to hospitals and outpatient treatment facilities and the healthcare and medical office market, including surgery centers and doctors’ offices.
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Utilize third party FDA regulated contract manufacturing to launch the Pūrgo office air purification device and establish a commercial footprint.
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Accelerate development and market introduction of our prototype PūrgoLift air purification solution for elevators, which is a critical need for large buildings to support occupants returning to and continuing to work in these buildings safely. Elevators create a point of acute vulnerability in both office buildings and in hospitals, where patients and outsiders are being transported at the same time, and who may carry pathogens into an environment where people are particularly vulnerable.
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Capitalize on the aviation industry expertise and credibility of the former founder and executive officers of B/E Aerospace, who are now leading AeroClean Technologies, to create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems based upon patented SteriDuct UV-C LED technology.
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Explore opportunities for collaboration and partnership with global industry leaders in heating, ventilating and air conditioning (“HVAC”) to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings.
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Identify opportunities to establish and extend our industry leadership internationally, through selective joint ventures and acquisitions that further capitalize on our superior technology.
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The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may seek to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensor and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.
Our Strengths
We believe AeroClean Technologies is uniquely positioned to capitalize on the emerging market for air sterilization products and services and that we will act as a disrupter to the existing hierarchy of traditional HVAC and cleaning businesses that do not adequately address the emerging threat of human pathogen cross infection and transmission.
We believe our principle strengths in capturing this opportunity are:
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Superior core technology embedded in our patented, UV-C LED air treatment technology utilized in the Pūrgo air purification device, which the FDA has indicated that we can market and sell for intended use through 510(k) clearance.
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Efficacy validated through independent testing at third party laboratories and FDA 510(k) clearance, validating the design and manufacturing rigor of the Pūrgo air purification device.
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Our growing team of dedicated engineers, regulatory officers and sales and marketing professionals, which we believe will provide our Company with a significant competitive advantage over our smaller and regional competitors, as well as those larger competitors who are not focused specifically on
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pathogen elimination as a dedicated priority and do not currently have truly competitive products in their portfolios of products and services.
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Our executive team, which includes our chief executive officer and chief financial officer, with backgrounds in building and leading international healthcare sales teams and growing large, international public companies organically and through strategic acquisitions, respectively, establishing the cornerstone of a first-class management team.
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Time, capital and expertise of the team dedicated to the development and manufacturing of the Pūrgo air purification device, which separates it from its competition and which we believe will generate differential outcomes when marketing to hospital and non-hospital healthcare customers as well as other discriminating target markets.
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The credibility in the healthcare market afforded us by our founding partner and Chief Medical Officer, Dr. David Helfet.
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The business building acumen and leadership of our founding partner, Amin J. Khoury. Dr. Khoury, as the Founder and formerly Chairman and Chief Executive Officer of B/E Aerospace, the world’s leading commercial aircraft cabin interiors company prior to its acquisition by Rockwell Collins, built the business through both organic growth and acquisitions, by establishing superior in-house engineering and global sales capability, and by driving innovations across product categories, thereby establishing B/E Aerospace as the world leader and differential partner to its airline customers, as well as to The Boeing Company, Airbus and the business jet manufacturers.
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The expertise and leadership of Jason DiBona, to lead the Company as Chief Executive Officer, who we believe provides us with strong judgment on the healthcare industry’s future development trends based on his prior experience at GE Healthcare.
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Our product is priced such that it can be quickly implemented and fit within multiple budgets, making it marketable to a wide range of hospital medical departments and other customers.
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Our History
The genesis of our SteriDuct and Pūrgo technology traces back to technology developed by Mark Krosney, Co-Founder and Chief Scientific Officer, a highly-accomplished scientist and formerly one of the lead engineers of B/E Aerospace. The technology was originally intended to address commercial aircraft cabin air quality applications. However, Amin J. Khoury, the Founder and formerly the Chairman and Chief Executive Officer of B/E Aerospace, recognized the commercial potential of this technology for the healthcare market, after discussions with Dr. David Helfet, Co-Founder and the Director Emeritus of the Orthopedic Trauma Service at both the Hospital for Special Surgery and the New York-Presbyterian Hospital, regarding the critical challenge to patients and hospitals posed by HAIs. Dr. Khoury subsequently led an “angel” investment group in funding the Company up to our IPO, in particular to provide for rigorous design and development of Pūrgo in a manner conforming to demanding regulatory requirements and the development of substantial intellectual property.
Dr. Khoury and Dr. Helfet are long-time colleagues who developed a strong business relationship during their respective 26- and 10-year service on the board of directors of Synthes, Inc., a company with $4 billion of annual revenue and the world’s leading manufacturer and marketer of orthopedic trauma implants. In 2011, Dr. Khoury, at the request of Hansjörg Wyss, Chief Executive Officer of Synthes, led an effort to sell Synthes. In 2012, Synthes successfully merged with Johnson & Johnson’s DePuy franchise in a $21 billion transaction.
To date, our team was formed through the utilization of highly qualified independent contractors and executives, including scientists, engineers, sales and marketing resources and others with expertise in electrical, mechanical and software engineering, computer science and regulatory matters, as well as experience in the healthcare and medical device industries. We have used consultants and other contract personnel for product development and engineering projects as well as for outsourced manufacturing to leverage industry and subject matter experts as well as to manage the Company’s fixed cost structure.

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We believe the team AeroClean Technologies has assembled, in addition to its differentiated technology and product offering, positions the Company to establish itself as the category leader and industry consolidator in premium air purification solutions for rooms, elevators and transportation systems.
Dr. Khoury and his team, with an established track record and experience from B/E Aerospace in penetrating and ultimately becoming the industry leader for a comprehensive array of commercial aircraft cabin interior components in the face of multiple incumbent competitors, informs AeroClean Technologies’ approach to the air purification market, which we believe is currently populated by a number of small companies with technology that relies predominantly on traditional filtration devices.
In 2014, Messrs. Khoury, McCaffrey and Senft, all current members of the AeroClean Board, led an effort to separate B/E Aerospace into two distinct public companies, one an aerospace manufacturing business and the other an aviation distribution business. In 2017, the team sold the manufacturing business to Rockwell Collins in an $8.6 billion transaction representing a 14x EBITDA multiple and, in 2018, sold the distribution business to The Boeing Company for $4.25 billion, representing a 15.7x EBITDA multiple.
Leveraging Engineering, Manufacturing and Regulatory Expertise
In developing our patents and related intellectual property into commercial devices that will meet the exacting standards of medical device regulators, while at the same time creating a competitive advantage in our target markets, AeroClean Technologies has chosen to partner with leading companies with both engineering and FDA regulatory expertise as well as FDA regulated contract manufacturers. Utilization of the leading companies in their fields has allowed AeroClean Technologies to dramatically shorten the time-to-market of our Pūrgo device (our first marketable device), while also taking advantage of best-in-class engineering, regulatory expertise and assembly of our first commercial units without having to invest the substantial sums that would be required to establish all these capabilities in-house. The exacting standards embedded in our Pūrgo device are expected to deliver market leading performance in air purification with true competitive differentiation and which has supported final FDA 510(k) clearance for utilization in healthcare and other target markets where performance must be validated by certified independent laboratories.
Our in-house team, leveraging these organizations, has developed what we believe to be the lightest weight, most compact, powerful and cost-effective pathogen elimination device for our target markets.
AeroClean Technologies contracted with IPS, a leading medical and technology device engineering group, in developing the device configuration, which would optimize the performance and reliability of our patented UV-LED and SteriDuct technology. With over 100 designers and engineers who specialize in commercializing highly exacting applications of new technology, a dedicated IPS team has worked continuously with us to design, develop, test and source the components for the commercial production of the Pūrgo device. This is particularly true of electronics design and software engineering as well as product industrial design.
To manufacture our first Pūrgo device, AeroClean Technologies has engaged Mack Molding, a leading contract manufacturer of medical devices, which also has experience manufacturing devices for the transportation, energy/environment, defense/aerospace and consumer markets. AeroClean Technologies has also engaged MethodSense, Inc. (“MethodSense”), a regulatory affairs and quality assurance consulting firm, to reduce time to market and move our Pūrgo device successfully through the FDA regulatory process. MethodSense is a global medical device consultancy and software developer with over 21 years of deep industry experience, proven processes and modern technology focused on the commercial success of medical device companies.
Our Value Proposition
While there are numerous air filtration devices currently on the market, in addition to traditional filters fitted on HVAC systems primarily in hospitals, we believe the Pūrgo devices promise a step-change improvement in air treatment. By employing our patented UV-C LED and SteriDuct technology combined with three-stage filtration, our devices not only remove dust, spores, allergens and pathogens from the air but also eradicate essentially all types of airborne pathogens in occupied room airspaces and do so continuously. The process of upgrading HVAC systems in hospitals, schools, office buildings, commercial

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spaces and others looking for air quality solutions can not only be costly, but it can also be disruptive as the core system is retrofitted or construction takes place to address high-risk areas throughout the building.
Further, HVAC systems do not always run continuously and cannot, in any event, continuously protect a room’s occupants as compared to Pūrgo, which is continuously running and placed close to potential sources of cross-infection. Larger plug-and-play solutions are generally more costly and, we believe, less effective because they cannot always be placed closest to the occupants we are protecting. Our first Pūrgo device is of a size and price point ($3,250 manufacturer’s suggested retail price (MSRP)) that allows customers to strategically place units for optimal reduction of occupants’ exposure to airborne particles and pathogens. We believe the combination of technology, performance and price of the Pūrgo devices will deliver a singular value proposition that will make AeroClean Technologies a disruptor and consolidator in the professional air treatment market.
Our Technological Advantage
The foundation of our patented pathogen-killing technology is the utilization of solid-state light-emitting diodes (“LEDs”) and the unique way we have deployed this LED technology through the development of our patented SteriDuct technology, which incorporates a proprietary geometry and reflective coating air induction and treatment process to safely deliver superior pathogen killing capability, while operating at lower power levels and with minimal air flow disruption. Our technology uses UV-emitting LEDs, which replaces conventional vacuum tube UV sources used in other competing UV devices — which are harmful to human beings and the environment and emit poisonous mercury gas when broken.
Studies of COVID-19 transmission have highlighted that, similar to seasonal flu viruses and other pathogens (such as severe acute respiratory syndrome, or “SARS,” and Middle East respiratory syndrome, or “MERS”), COVID-19 is transmitted predominantly through contact between an infected person and others. To effectively limit this exposure, the air in the room that the infected person occupies must be continuously treated to remove the pathogens being transmitted into the air in the room. The Pūrgo device operates continuously, and the devices are able to be placed strategically within occupied rooms to treat the infected air closer to the source of the infectious material, rather than have the air pulled from the room through traditional filtering systems. Testing results confirmed that our device, powered by SteriDuct, was able to eradicate 99.99% (“4 Log”) of airborne pathogens in less than 60 minutes, including a surrogate pathogen for COVID-19.
Our Target Markets
We believe our technology is adaptable and superior in the treatment of air and destruction of pathogens in any interior space. The market for our technology, therefore, is both large and global in nature — we estimate the total addressable market opportunity just within the U.S. healthcare market to be approximately $12 billion. Our proprietary patents and the validation of our first device, the compact, lightweight, powerful and cost-effective Pūrgo air purification device, will be important in establishing our brand and commercial footprint.
The markets we intend to focus on initially will be predominantly in the healthcare industry, as the inspiration for our technology was to address the high rate of HAIs acquired throughout hospitals, but particularly in surgeries and outpatient treatment areas with the highest population of immunocompromised patients. Moreover, the healthcare industry in the U.S. represents an approximately $12 billion market opportunity that will continue to be on the front lines of dealing with pathogens and, therefore, we expect will be receptive to technological advances that address the issue. We are acutely focused on the breadth of healthcare facilities that would benefit from utilization of Pūrgo and Pūrgo Lift devices, as well as our SteriDuct technology. In the U.S. alone, there are 6,090 hospitals, which have 208,500 on-site surgical facilities. In addition, these hospitals have 106,000 intensive care beds, predominantly each in their own room, and 825,000 non-ICU beds, usually configured with three beds per room. We have also assumed each hospital has 15 waiting rooms across both the general admittance and specialty practices within the facility and that each hospital has a minimum of seven elevators. As a result, in total, we estimate the approximate total market opportunity for the Pūrgo device within the U.S. hospital system to be $2.4 billion. For example, our largest customer in 2021, which made up 45% of revenues, was a hospital with a broad deployment of 100 units to address a variety of clinical and non-clinical spaces. While these individual customers may be

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significant, and customers may purchase units over time to satisfy their needs, we believe that the transactional nature of the opportunities and the size of the addressable market mitigate a risk of concentration on an ongoing basis.
We believe the non-hospital medical market presents an equally compelling opportunity. There are approximately 209,000 medical offices in the U.S., as well as 9,280 non-hospital surgery centers containing 16,000 procedure rooms. We believe that most rooms could utilize a minimum of two Pūrgo devices to optimize room sanitization and disinfection, representing a market opportunity of approximately $4.3 billion.
Our third expected healthcare market opportunity is serving the long-term care and assisted living industry. We view this market as a natural extension of the first two areas, hospital and medical offices, which we will address in the first phase of our commercial launch. There are currently 60,000 long-term care and assisted living facilities in the U.S., and we believe, from a safety and fiduciary position, each facility should consider coverage of the common facilities, including dining rooms, activity rooms, therapy rooms and, importantly, reception areas and elevators, representing a market opportunity of approximately $5.1 billion, exclusive of elevators.
We believe adoption of the Pūrgo device in the healthcare environment will create substantial credibility and momentum that will provide us an opportunity to enter the university and K-12 school market. For example, on March 11, 2021, President Biden signed the $1.9 trillion coronavirus relief package, the American Rescue Plan, which included $130 billion to help schools reopen safely by reducing the probability of cross-infection — including for personal protective equipment, reducing class sizes and, importantly, improving ventilation. In a 2021 report on K-12 public school infrastructure, the American Society of Civil Engineers found that more than 40% of schools had HVAC systems in need of repair. Therefore, we believe that the K-12 school market represents a market opportunity of approximately $1 billion. We are engaging in activities with a goal of accessing the K-12 school market, including direct marketing to school administrators online and working with third-parties that specialize in marketing to K-12 schools. While our primary focus in 2022 has been establishing our commercial footprint within the healthcare markets as previously noted, we expect to see word-of-mouth driven demand from universities and schools as the year progresses. We estimate the total addressable market opportunity within the U.S. education and childcare markets (public and private K-12 schools, universities and colleges, preschool and daycare) to be approximately $9.7 billion.
Similarly, we believe emerging public awareness of the realities of airborne infections are focusing both tenants and landlords on the inadequacies of centralized HVAC systems for protecting occupants in individual rooms, in the instance when an infected person is also in the room and contagious. Only localized, continuous sanitizing of the air can reduce the risk of infection in these circumstances. We believe prophylactic placement of the Pūrgo devices in conference rooms, open work environments, cafeterias, lobbies and other communal spaces will substantially improve the air quality of these areas well beyond what is provided by central HVAC systems and thereby make it safe to return to and remain at work in multi-story office buildings. We estimate the total addressable market opportunity within the U.S. for elevator air purification to be approximately $5.0 billion.
Corporate Information
We were formed as Cleanco Bioscience Group LLC, a limited liability company in Florida, in September 2011 and effected a name change to AeroClean Technologies, LLC and conversion to a Delaware limited liability company in September 2020.
On November 29, 2021, we closed the IPO of 2,514,000 shares of common stock at a public offering price of $10.00 per share. The offering included the sale of 14,000 shares in connection with the partial exercise by the underwriters of their over-allotment option. The Benchmark Company, LLC, HCFP/Capital Markets LLC and Valuable Capital Limited acted as joint bookrunning managers for the offering. In November 2021, in connection with our IPO, we reorganized our corporate structure to become a Delaware corporation and all the Class A units of AeroClean Technologies, LLC converted into shares of AeroClean Technologies, Inc. common stock at a conversion ratio of 0.8462 shares of common stock for each Class A unit.
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, to the Selling Stockholder named herein for an aggregate purchase

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price of $15,000,000. The warrant has an exercise price of $11.00 per share. Roth Capital Partners, LLC and The Benchmark Company, LLC acted as placement agents in connection with the Private Placement.
The address of our principal executive offices is 10455 Riverside Drive, Palm Beach Gardens, FL 33410. Our corporate website is www.aeroclean.com. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock. We have included our website address in this prospectus solely as an inactive textual reference.
Risks Affecting Our Business
Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this “Summary” section. These risks include, but are not limited to, the following:
•
If Pūrgo fails to perform as expected, our ability to develop, market and sell our products could be harmed;
​
•
If we cannot develop adequate distribution, customer service and technical support networks, or navigate applicable global logistics and supply chain bottlenecks, then we may not be able to market and distribute our products effectively or customers may decide not to order our products;
​
•
We expect to incur future losses through the year ending December 31, 2022 and cannot be certain that our Company will become profitable;
​
•
We may not be successful in implementing our proposed business strategy to achieve our expected revenue growth or effectively manage growth;
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•
We depend on sales of a single product for our future growth;
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•
We are subject to continuing regulation by the FDA, and if we fail to comply with regulations, including FDA and other state regulations, our business could suffer;
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•
Our products have not been proven to reduce the risk of COVID-19 transmission;
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•
We may face significant challenges in obtaining market acceptance of our products;
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•
We lack manufacturing experience and capabilities;
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•
Our success may depend on our ability to protect our intellectual property;
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•
We receive a significant portion of our revenues from a small number of customers and the loss of, or nonperformance by, one or more of our significant customers could adversely affect our business;
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•
Our ability to expand our product offerings and introduce additional products and services may be limited;
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•
Quality problems with, and product liability claims in connection with, our products could lead to recalls or safety alerts, harm to our reputation or adverse verdicts or costly settlements; and
​
•
We have limited experience selling our products to healthcare facilities, and we might be unsuccessful in increasing our sales.
​
You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

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The Offering
Securities offered by the Selling Stockholder in the offering
1,500,000 shares of common stock (the “Shares”) and 1,500,000 shares of common stock issuable upon the exercise of warrants (collectively with the Shares, the “Securities”)
Common stock outstanding
15,408,828 shares of common stock as of July 8, 2022
Common stock outstanding assuming the exercise of all warrants issued in the Private Placement
16,908,828 shares of common stock
Use of proceeds
We will not receive any of the proceeds from the sale or other disposition of the shares being offered by the Selling Stockholder.
However, upon the cash exercise of the warrant, we will receive the exercise price of such warrant, for an aggregate amount of $16.5 million if the warrant is exercised in full.
Our management will have broad discretion as to the application of the proceeds generated from the exercise of the warrant. Our management may use the proceeds for corporate purposes that may not improve our financial condition or the market value of our common stock.
The Company gained U.S. Food and Drug Administration (FDA) clearance to market and sell Pūrgo as a Class II Medical Device on June 1, 2022. The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may use the proceeds of the warrant exercises, if any, together with other sources of capital, to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensor and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.
Dividend policy
We have never declared or paid cash dividends on our common stock. We currently intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any dividends to holders of our common stock in the foreseeable future.

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Plan of distribution
The Selling Stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, brokers-dealers or agents. Registration of the common stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See the section entitled “Plan of Distribution.”
Lock-Up Agreements
In connection with our IPO, our officers, directors and pre-IPO shareholders entered into lock-up agreements in favor of the IPO underwriters in which they agreed (subject to certain exceptions) not to offer, sell or otherwise transfer any shares of common stock of the Company until the close of trading on November 29, 2022 (the “Lock-up Release Date”); provided, however, that our officers, directors and pre-IPO shareholders may be released from such lock-up agreements with the prior written consent of the IPO underwriters.
In addition, in connection with the Private Placement, our officers, directors and holders of more than 5% of our outstanding shares of common stock entered into lock-up agreements in favor of the placement agents for the Private Placement in which they agreed (subject to certain exceptions) that each will not for the period commencing on June 26, 2022 through the close of trading on November 29, 2022 offer or sell any shares of common stock of the Company or securities convertible into or exchangeable or exercisable for shares of common stock of the Company. Our officers, directors and 5% shareholders may be released from such lock-up agreements with the prior written consent of the placement agents for the Private Placement.
Risk factors
An investment in our Company is highly speculative and involves a significant degree of risk. Prospective investors should carefully consider the section entitled “Risk Factors” beginning on page 16 before investing in our shares of common stock.
Listing
Our common stock is listed on Nasdaq under the symbol “AERC”.
The number of shares of common stock to be outstanding after this offering is based on 15,408,828 shares of our common stock outstanding as of July 8, 2022 and assumes the outstanding warrant to purchase 1,500,000 shares of common stock is not exercised.

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Summary Financial Data
The following table sets forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. The operating data for the years ended December 31, 2021 and 2020 and the balance sheet data as of December 31, 2021 and 2020 have been derived from our audited financial statements which are incorporated by reference in this prospectus. The operating data for the three months ended March 31, 2022 and 2021 and the balance sheet data as of March 31, 2022 have been derived from our unaudited condensed financial statements which are incorporated by reference in this prospectus. The unaudited condensed financial statements were prepared on the same basis as our audited financial statements. In our opinion, such financial statements include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information for those periods. The summary financial data should be read in conjunction with the financial statements and the accompanying notes, which are incorporated by reference in this prospectus. In addition, the summary financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” also incorporated by reference in this prospectus.
​​​Three Months Ended March 31,​​Year Ended December 31,​
​​​2022​​2021​​2021​​2020​
Operating Data:​​​​​​​​​​​​​​​​​​​​​​​​​
Operating expenses​​​$2,673,707​​​​$1,969,692​​​​$8,521,360​​​​$3,323,081​​
Net loss​​​​(2,577,964)​​​​​(1,969,692)​​​​​(7,923,607)​​​​​(3,323,081)​​
​​​As of March 31,​​As of December 31,​
​​​2022​​2021​​2020​
Balance Sheet Data:​​​​​​​​​​​​​​​​​​​
Cash​​​$17,774,097​​​​$19,629,649​​​​$2,333,117​​
Total assets​​​​21,459,419​​​​​23,722,748​​​​​3,193,175​​
Total liabilities​​​​1,656,130​​​​​2,012,333​​​​​665,308​​
Total members’/stockholders’ equity​​​​19,803,289​​​​​21,710,415​​​​​2,527,867​​

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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should consider carefully all of the material risks and uncertainties associated with our business as set forth below before making a decision to invest in our common stock. You should carefully consider the risks described below, as well as the other information included in or incorporated by reference into this prospectus, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” particularly before deciding whether to invest in our securities. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. The risks described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and adversely affect our results of operations and financial condition.
Risks associated with our business and industry
If Pūrgo fails to perform as expected, our ability to develop, market and sell our products could be harmed.
In the year ended December 31, 2021, we launched our first commercial air purification unit, Pūrgo, for in-room applications, and in February 2022, we debuted a Pūrgo Lift prototype, an air purification device for elevators and other wall-mount applications. The successful commercialization of these products is highly uncertain and subject to a number of risks. These risks include, but are not limited to: (i) the possibility that our products will be found to be less effective than anticipated or fail to receive necessary regulatory clearances; (ii) that the products, even if effective, will be difficult to scale up or manufacture at commercial levels or uneconomical to market; (iii) that proprietary rights of third parties will preclude us from using such technologies or marketing such products; and (iv) that third parties will use or market superior or equivalent technologies or products.
Our products may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. We have a limited frame of reference from which to evaluate the long-term performance of Pūrgo and Pūrgo Lift. If these devices, or additional devices or applications of our technology that we may develop in the future, fail to perform as expected, customers may delay deliveries or terminate further orders and we may need to initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition and results of operations.
Our future success will depend on our ability to implement our business strategy and to develop and introduce, on a timely basis, products that address the evolving needs of our customers. If we are unable to develop, validate and scale the technology necessary to compete successfully with existing or newly emerging technologies, or if we are unable to develop products based on these technologies, our business, financial condition and results of operations could be seriously harmed.
If we cannot develop adequate distribution, customer service and technical support networks, or navigate applicable global logistics and supply chain bottlenecks, then we may not be able to market and distribute our products effectively or customers may decide not to order our products. In either case, our sales and revenues will suffer.
Our strategy requires us to distribute our products and provide a significant amount of customer service and maintenance. To provide these services, we have begun, and will need to continue, to develop a network of distribution and a staff of employees and independent contractors in each of the areas in which we intend to operate. We cannot assure that we will be able to organize and manage this network on a cost-effective basis, if at all. If we cannot effectively organize and manage this network, then it may be difficult for us to provide competitive service and support to our customers, in which case customers may be unable, or decide not, to order our products, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, governmental mandates related to the COVID-19 pandemic — among other dynamics — have negatively impacted, and may continue to impact, personnel and operations at third party manufacturing

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and component part supplier facilities in the United States and around the world, creating logistics and supply chain bottlenecks across many industries. These disruptions have adversely impacted the availability and cost of raw materials and component parts. For example, various electronic components and semi-conductor chips have become increasingly difficult to source, and when available, may be subject to substantially longer lead times and higher costs than historically applicable. While we have achieved improvements in our third-party manufacturing output since our commercial launch of Pūrgo at the end of the third quarter in 2021, we expect these ongoing global logistics and supply chain bottlenecks and component shortages may adversely impact our ability to source component parts at favorable prices (if at all) and may result in delays in, or reduced output from, our third-party manufacturing activities. Higher component costs and/or delays in our ability to manufacture and distribute Pūrgo and Pūrgo Lift could have a material adverse effect on our sales, revenues, and results of operations.
We expect to incur future losses through at least the year ending December 31, 2022 and cannot be certain that our Company will become profitable.
We have incurred operating losses each year since our inception and have only begun to recognize revenue starting in July 2021. These losses are expected to continue through at least the year ending December 31, 2022, notwithstanding that we have begun to generate revenue, because we plan to continue to make significant investments to develop and market our products and to establish our consumables and service business. We cannot be certain that we will ever achieve or sustain profitability. If we continue to incur operating losses for a period longer than expected, or in an amount greater than expected, we may be unable to continue our operations.
We may not be successful in implementing our proposed business strategy to achieve our expected revenue growth or effectively manage growth.
The Company began recognizing revenues as of July 2021. In the future, even if our revenues increase, our rate of growth may decline. In any event, we will not be able to grow as rapidly or at all if we do not:
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successfully establish our technology and brand;
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•
establish a commercial footprint;
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•
accelerate development of prototypes and market introduction of our devices and other novel applications of our proprietary SteriDuct technology;
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•
capitalize on our collaboration with experts in aerospace;
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•
explore opportunities for collaboration; or
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•
identify opportunities to establish industry leadership domestically and internationally.
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We cannot assure you that we will be able to meet these objectives. As we grow, we expect to invest substantial financial and other resources to:
•
expand into non-medical markets such as schools, long-term care facilities and the aviation and HVAC industries;
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•
support the development of a team of senior sales associates;
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•
accelerate our development of complementary devices; and
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•
incur general administration, including legal, accounting and other compliance, expenses related to being a public company.
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Our planned growth will place significant demands on our management and on our operational and financial resources. We have hired and expect to continue hiring additional personnel to support our planned growth. Our organizational structure will become more complex as we add staff, and we will need to improve our operational, legal, financial and management controls as well as our reporting systems and procedures. We will require significant capital expenditures and the investment of valuable management resources to grow and develop in these areas. A failure to manage our growth effectively could materially and adversely affect

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our ability to market our products, which could have a material adverse effect on our business, financial condition and results of operations.
We depend on sales of a single product for our future growth.
We are currently in the commercialization phase of our principal product, the Pūrgo device. We will depend for our growth on the success of this product. We cannot guarantee that our rollout of this product will be successful or that we will be able to increase sales of our Pūrgo device. In the year ended December 31, 2021, we generated sales of approximately $0.6 million of the Pūrgo device and, while we intend to promote sales of this product during 2022 and beyond, we cannot guarantee that we will succeed in these efforts. In addition, we may not be successful in developing or acquiring additional products. Any failure to expand sales of our Pūrgo device, or any failure to obtain market acceptance of our product, would have a material adverse effect on our business, financial condition, and results of operations.
We are subject to continuing regulation by the FDA, and if we fail to comply with regulations, including FDA and other state regulations, our business could suffer.
We and any contract manufacturers we engage with to produce our Pūrgo device are subject to FDA regulatory requirements, which include quality system regulations related to the manufacture of our devices, labeling regulations and medical device reporting (“MDR”) regulations. The MDR regulations require us to report to the FDA if we become aware of information that reasonably suggests the Pūrgo device may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device we market would likely cause or contribute to a death or serious injury if the malfunction were to recur. We must report corrections and removals to the FDA where the correction or removal was initiated to reduce a risk to health posed by the Pūrgo device or to remedy a violation of the Federal Food, Drug, and Cosmetic Act (the “FDCA”) caused by the device that may present a risk to health, and maintain records of other corrections or removals.
The manufacturing process for a medical device like Pūrgo is subject to FDA regulations. Suppliers and manufacturers must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory standards, such as FDA’s quality system regulations. Although our agreements with our contract manufacturers require them to perform according to FDA quality system requirements, any of our suppliers or manufacturers could fail to comply with such requirements or to perform their obligations to us in relation to quality or otherwise. Under these circumstances, we may choose or be forced to enter into an agreement with another third-party manufacturer, which we may not be able to do on reasonable terms, if at all. If we are required to change manufacturers for any reason, we must verify that the new manufacturer maintains facilities and procedures that comply with applicable quality standards and regulations. The delays associated with the qualification of a new contract manufacturer could negatively affect our ability to produce our products in a timely manner or within budget.
The FDA regulates promotion, advertising and claims made with respect to FDA-regulated medical devices, including Pūrgo. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties.
The FDA and state authorities have broad enforcement powers. We and our contract manufacturers are subject to ongoing inspection by regulatory authorities from time to time. Our or our contract manufacturer’s failure to comply with applicable regulatory requirements could result in enforcement actions by the FDA or state agencies, which may include any of the following sanctions:
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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•
recall, termination of distribution, administrative detention, injunction or seizure of our Pūrgo device;
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•
customer notifications or repair, replacement or refunds;
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•
operating restrictions or partial suspension or total shutdown of production;
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•
refusing or delaying our requests for modifications to the Pūrgo device;
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•
withdrawing or suspending clearance that has already been granted;
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•
FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and
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•
criminal prosecution.
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Any corrective action, whether voluntary or involuntary, as well as potentially defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results.
Digital marketing and social media efforts may expose us to additional regulatory scrutiny, including from the Federal Trade Commission (the “FTC”) and other consumer protection agencies and regulators.
In addition to the laws and regulations enforced by the FDA, advertising for various services and for non-restricted medical devices is subject to federal truth-in-advertising laws enforced by the FTC, as well as comparable state consumer protection laws. Our efforts to promote medical device products via social media initiatives may subject us to additional scrutiny of our practices. For example, the FTC and other consumer protection agencies scrutinize all forms of advertising (whether in digital or traditional formats) for business services, consumer-directed products, and non-restricted medical devices to ensure that advertisers are not making false, misleading or unsubstantiated claims or failing to disclose material relationships between the advertiser and its products’ endorsers, among other potential issues. The FDA oversees the advertising and promotional labeling for restricted medical devices and ensures, among other things, that there is effective communication of, and a fair and balanced presentation of, the risks and benefits of such high-risk medical devices.
Under the Federal Trade Commission Act (“FTC Act”), the FTC is empowered, among other things, to (a) prevent unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce; (b) seek monetary redress and other relief for conduct injurious to consumers; and (c) gather and compile information and conduct investigations relating to the organization, business, practices, and management of entities engaged in commerce. The FTC has very broad enforcement authority, and failure to abide by the substantive requirements of the FTC Act and other consumer protection laws can result in administrative or judicial penalties, including injunctions affecting the manner in which we would be able to market our products in the future, or criminal prosecution. We plan to increase our advertising activities that may be subject to these federal and state truth-in-advertising laws. Any actual or perceived non-compliance with those laws could lead to an investigation by the FTC or a comparable state agency, or could lead to allegations of misleading advertising by private plaintiffs. Any such action against us could disrupt our business operations, cause damage to our reputation, and result in a material adverse effect on our business.
Our products have not been proven to reduce the risk of COVID-19 transmission.
We expect that much of the demand for our products will be based not only on their ability to reduce exposure of immunocompromised patients to airborne organisms that cause HAIs but also reduce the risk of COVID-19 transmission. Since the beginning of the COVID-19 pandemic, we have learned that the original SARS-CoV-2 strain can mutate rapidly, and these mutant strains, such as the Delta and Omicron variants, continue to spread throughout the global population. Accordingly, much is still unknown about the manner in which bacteria and viruses, including the novel coronavirus underlying COVID-19, and any mutation or variation thereof, are transmitted among human beings. Current studies have highlighted that COVID-19, like seasonal flu viruses and other pathogens (such as SARS and MERS), is transmitted by air predominantly through contact between an infected person and others. While we have proven that our devices can eliminate 99.99% (“4 Log”) of airborne pathogens in controlled laboratory environments, including a pathogen that is a surrogate for COVID-19, we have not conducted any tests or studies regarding the ability of such devices to reduce the spread of COVID-19 and any mutation or variation thereof, and our devices may ultimately not succeed in reducing the spread of COVID-19 or any mutation or variation thereof. Further, additional research may determine that COVID-19 is transmitted among human beings in other ways not known or fully understood. We expect demand for our products would be significantly less than anticipated if our products are not perceived as being effective at reducing the risk of COVID-19 transmission or if COVID-19 is determined to spread in ways other than through airborne transmission.

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We may face significant challenges in obtaining market acceptance of our products, which could adversely affect our potential sales and revenues.
We do not yet have an established market or customer base for our products. Acceptance of our products in the marketplace by both potential users and potential purchasers, including hospitals, schools, universities, commercial facilities, transportation systems and other healthcare and non-healthcare providers, is uncertain, and our failure to achieve sufficient market acceptance will significantly limit our ability to generate revenue and be profitable. Market acceptance will require substantial marketing efforts and the expenditure of significant funds by us to inform hospitals, schools, universities, commercial facilities, transportation systems, residential spaces and other health care and non-healthcare providers of the benefits of using our products. We may encounter significant clinical and market resistance to our products, and our products may never achieve market acceptance. We may not be able to build key relationships with physicians, education administrators and government agencies. Product orders may be cancelled or customers that are beginning to use our products may cease to do so and customers expected to begin using our products may not.
Factors that may affect our ability to achieve acceptance of our products in the marketplace include, but are not limited, to whether:
•
such products will be effective;
​
•
such products will be cost-effective; and
​
•
we will be able to demonstrate product safety, efficacy and cost-effectiveness.
​
Acceptance of our products in the marketplace is also uncertain, and our failure to achieve sufficient market acceptance and any inability to sell such products at competitive prices will limit our ability to generate revenue and be profitable. Our products and technologies may not achieve expected reliability, performance and endurance standards. Our products and technologies may also not achieve market acceptance, including among hospitals, or may not be deemed suitable for other commercial applications.
We lack manufacturing experience and capabilities.
We do not have our own manufacturing facilities or capabilities. We have engaged Mack Molding, an FDA-regulated subsidiary of the privately held Mack Group, to manufacture the Pūrgo device. Although Mack Molding is an experienced contract manufacturer of medical devices, there can be no assurance that Mack Molding will be able to continue to manufacture our products successfully, including in a manner that complies with regulatory requirements, or at a scale to meet customer demand. There also can be no assurance that we would be able to secure another manufacturer for our products or do so on terms similar to those with Mack Molding. The inability to have our products manufactured in a timely manner could have a material adverse effect on our business, financial condition and results of operations.
We receive a significant portion of our revenues from a small number of customers and the loss of, or nonperformance by, one or more of our significant customers could adversely affect our business.
During the year ended December 31, 2021, our largest and second largest customers accounted for approximately 45% and 12% of the Company’s revenues, respectively. Our largest customer in the 2021 fiscal year was a hospital deploying 100 units to address a variety of clinical and non-clinical spaces. As we roll out the Pūrgo device to a wider group of potential customers, we expect our largest customers may vary from period to period. However, as we continue to market our products and seek to develop and grow our customer base, our revenues and results of operations in any given period going forward may materially rely on one or a few significant customers. The failure of such customer or customers to fulfill their obligations under purchase commitments could result in a material reduction in our reported revenues and results of operations.
Our success may depend on our ability to protect our intellectual property.
Our success may depend on our ability to obtain and maintain patent and trade secret protection. We rely on patents and scientific know-how to protect a significant part of our intellectual property and competitive position. Our patents may not afford meaningful protection for our technologies and products.

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Some of our patent filings are in an early phase and may not be issued. Further, with respect to our existing patents and any future patents that may be issued, there can be no assurance that the issued claims will provide any significant protection against competitive products or otherwise be valuable commercially. Our competitors may develop technologies and products similar to our technologies and products that do not infringe upon our patents. Legal standards relating to the validity of patents and the proper scope of their claims, including in the medical device field, are still evolving, and there is uncertainty regarding the breadth of claims in medical device patents or the effect of prior art on them.
We also rely on trade secrets to protect our technologies. However, trade secrets are difficult to protect. We require all of our employees to sign agreements that prohibit the improper use of our trade secrets or the disclosure of such to others, but we may be unable to determine if our employees have complied or will comply with their legal obligations under these agreements. We also require collaborators and consultants to enter into confidentiality agreements, but we may not be able to adequately protect our trade secrets or other proprietary information in the event of any unauthorized use or disclosure or the lawful development by others of this information. Many of our employees and consultants were, and many of our consultants may currently be, parties to confidentiality agreements with other companies, and the use of our technologies could violate these agreements. In addition, third parties may independently discover our trade secrets or proprietary information.
To date, we have primarily used consultants and other contract personnel for product development and engineering, as well as for outsourced manufacturing expertise. While we believe the contracts underlying these relationships adequately provide for the protection of our patents and trade secrets, the use of such third-party contracts heightens the risk of unauthorized use or theft of our intellectual property. If we are not able to obtain adequate patent protection, enforce our intellectual property rights and/or protect our trade secrets, our ability to prevent competitors from making, using and selling competing products will be limited, which could have a material adverse effect on our business, financial condition or results of operations.
Our ability to expand our product offerings and introduce additional products and services may be limited, which could have a material adverse effect on our business, financial condition and results of operations.
In July 2021, we completed the development stage of our first commercial air purification unit, Pūrgo, for in-room applications and began commercial production and sales, and in February 2022, we debuted a prototype of Pūrgo Lift, an air purification device for elevators and other wall-mount applications. There can be no assurance that we will be successful in commercializing the Pūrgo or Pūrgo Lift devices or developing any other products or applications of our proprietary technology or that demand will develop for such in the future. Entry into new markets may require us to compete with new companies, cater to customer expectations and comply with new complex regulations, which may be unfamiliar. Accordingly, we could need to invest significant resources in market research, legal counsel and our organizational infrastructure, and a return on such investments may not be achieved for several years, if at all. Additionally, failure to comply with applicable regulations or to obtain required licenses could result in penalties or fines. Further, we may fail in demonstrating the value of any new value-added product to customers, which would compromise our ability to successfully create new revenue streams or receive returns in excess of investments. Any of these risks, if realized, could materially and adversely affect our business, financial condition and results of operations.
Quality problems with, and product liability claims in connection with, our products could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts or costly settlements, and could have a material adverse effect on our business, financial condition and results of operations.
Quality is extremely important to us and our customers due to the serious and costly consequences of product failure, and our business exposes us to potential product liability risks that are inherent in the design, manufacture and marketing of medical devices and services. In addition, our products may be used in intensive care settings with immunocompromised and seriously ill patients. Component failures, manufacturing defects or design flaws could result in an unsafe condition or injury to, or death of, a patient or other user of our products. These problems could lead to the recall of, or issuance of a safety alert relating to, our products and could result in unfavorable judicial decisions or settlements arising out of product liability claims and lawsuits, including class actions, which could negatively affect our business,

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financial condition and results of operations. In particular, a material adverse event involving one of our products could result in reduced market acceptance and demand for all products offered under our brand and could harm our reputation and ability to market products in the future.
High quality products are critical to the success of our business. If we fail to meet the high standards we set for ourselves and that our customers expect, and if our products are the subject of recalls, safety alerts or other material adverse events, our reputation could be damaged, we could lose customers and our revenue could decline.
Any product liability claim brought against us, with or without merit, could be costly to defend and resolve. Any of the foregoing problems, including product liability claims or product recalls in the future, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.
We have limited experience selling our products to healthcare facilities, and we might be unsuccessful in increasing our sales.
Our business strategy depends largely on our ability to sell our products to hospitals and other healthcare facilities. We have limited experience with respect to sales and marketing, and in particular marketing to hospitals and healthcare facilities. If we are unsuccessful at manufacturing, marketing and selling our products, our business, financial condition and results of operations will be materially adversely affected.
Our results of operations could be negatively impacted if we are unable to capitalize on research and development spending.
We have and intend to continue to spend a significant amount of time and resources on research and development projects in order to develop and validate new and innovative products. We believe these projects will result in the commercialization of new products and will create additional future sales. However, factors including regulatory delays, safety concerns or patent disputes could delay the introduction or marketing of new products. We may experience an unfavorable impact on our business and financial condition if we are unable to capitalize on those efforts to successfully market new products.
Our success will depend partly on our ability to operate without infringing or misappropriating the proprietary rights of others.
We may be sued for infringing or misappropriating the proprietary rights of others. We may have to pay substantial damages, including treble damages, for past infringement if it is ultimately determined that our products or technology infringe a third party’s proprietary rights. Other companies may have filed patent applications on concepts similar to the concepts underlying our technologies and products. In addition, patents may be issued covering UV-C LED technology or other technologies or methods of air purification that could prevent us from developing our technologies or products, or that relate to certain other aspects of technology that we utilize or expect to utilize.
From time to time, we may receive invitations from third parties to license patents owned or controlled by such parties. We will evaluate these requests and may consider obtaining licenses that are compatible with our business objectives. However, we may not be able to obtain licenses on acceptable terms, if at all.
Our inability to operate without infringing upon the proprietary rights of others or a failure to obtain or maintain any necessary licenses could have a material adverse effect on our business, financial condition or results of operations.
We may collaborate with third parties to help develop certain technologies.
We may seek out collaboration opportunities to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings, elevators and commercial aircraft. During the year ended December 31, 2021, we accelerated our development of air purification equipment utilizing our proprietary, patented SteriDuct technology for elevators in the Pūrgo Lift unit, and we have engaged a veteran of the elevator industry to continue to develop that product. We also may create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems. There can

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be no assurances that we will enter into any such collaborations or that they will be successful. If our collaborations are not successful, it may impact our ability to develop new technologies and products, which could adversely impact our business, financial condition and results of operations. Further, such collaborations may introduce additional risk with respect to possible unauthorized use or infringement upon our intellectual property rights by the third-parties with whom, if any, we ultimately engage in strategic collaborations.
Significant additional governmental regulation could subject us to unanticipated delays, which would adversely affect our sales and revenues.
Our business strategy depends in part on our ability to get our products into the market as quickly as possible. Additional laws and regulations, or changes to existing laws and regulations that are applicable to our business, may be enacted or promulgated, and the interpretation, application or enforcement of existing laws and regulations may change. We cannot predict the nature of any future laws, regulations, interpretations, applications or enforcement or the specific effects any of these might have on our business.
Any future laws, regulations, interpretations, applications or enforcement could delay or prevent regulatory clearance of our products and our ability to market our products. Moreover, changes that result in our failure to comply with the requirements of applicable laws and regulations could result in the types of enforcement actions by the FDA or other agencies as described above, all of which could impair our ability to have manufactured and to sell the affected products.
Risks associated with our common stock
Our executive officers, directors and principal stockholders have the ability to control all matters submitted to stockholders for approval.
The Company’s executive officers, directors and stockholders who owned 5% or more of our outstanding shares of common stock prior to the completion of our IPO currently beneficially own shares, in the aggregate, representing approximately 52.9% of the shares of our outstanding common stock as of July 1, 2022. As a result, if these stockholders were to choose to act together, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act collectively, would control the election of directors and approval of any charter amendment, merger, consolidation or sale of all or substantially all of our assets. These stockholders could cause the Company to take actions that these stockholders believe to be in their best interests but with which the remainder of our stockholders disagree. For example, they could cause the Company to enter into mergers with companies that operate in different businesses, or they could elect to cause the Company to sell all or substantially all of its assets. This concentration of voting power could delay or prevent an acquisition of the Company on terms that other stockholders may desire.
While our common stock is listed on Nasdaq, if we do not meet Nasdaq’s continuing listing requirements we could be delisted and there can be no assurance that an active and liquid public market will fully develop or be sustained.
Our common stock is listed on Nasdaq. Notwithstanding such listing, there can be no assurance that an active or liquid public market will fully develop or be sustained. In addition, if we do not meet Nasdaq’s continuing listing requirements, including Nasdaq requirements related to maintenance of a minimum stock price, the aggregate market value of our common stock, and the number of public holders of our common stock, we could be delisted by Nasdaq. In the absence of an active or liquid public market:
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investors may have difficulty buying and selling or obtaining market quotations;
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market visibility for our securities may be limited; and
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a lack of visibility for our securities may have a depressive effect on any market price for our securities.
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Moreover, there can be no assurance that securities analysts of brokerage firms will provide coverage of the Company, if at all. In the event there is no active or liquid public market for our common stock or coverage

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of the Company by securities analysts of brokerage firms, you may be unable to dispose of your common stock at desirable prices or at all. Moreover, there is a risk that our common stock could be delisted from Nasdaq or any other trading market on which it may be listed or quoted.
The lack of an active trading or liquid public market may impair our ability to raise capital to continue to fund operations by selling securities and may impair our ability to use our securities as consideration for future acquisitions.
The price of our shares of common stock in the future may be volatile.
The market price of our common stock has been and will likely continue to be volatile and has and could in the future fluctuate widely in price in response to various factors, many of which are beyond our control, including, but not limited to:
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technological innovations or new products and services by us or our competitors;
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additions or departures of key personnel;
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sales of shares of our common stock;
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our ability to integrate operations, technology, products and services;
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our ability to execute our business plan;
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results of operations below expectations;
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loss of any strategic relationship (including, in particular, our relationship with the third-party manufacturer we use to produce the Pūrgo device);
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industry developments;
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regulatory developments, including with respect to FDA rules and regulations;
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general economic, industry and other external factors; and
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period-to-period fluctuations in our financial results.
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Any of these factors could have a significant and adverse impact on the market price of our common stock. Because we have a limited operating history and a very limited history of generating revenue, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above factors. In addition, the securities markets have from time to time experienced significant price and volume fluctuations, extreme volatility or rapid declines that are unrelated or disproportionate to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock, regardless of our actual operating performance.
If our shares become subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our shares may be adversely affected.
If we fail to meet certain criteria specified in the federal securities laws, including with respect to our reported net tangible assets, transactions in our shares may become subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under these rules, broker-dealers who recommend such shares to persons other than institutional accredited investors must:
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make a special written suitability determination for the purchaser;
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receive the purchaser’s written agreement to the transaction prior to sale;
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provide the purchaser with risk disclosure documents that identify certain risks associated with investing in “penny stocks” and that describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and
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obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.
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If our shares become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions, and trading activity in our shares may be adversely affected. As a result, the market price of our shares may be depressed, and you may find it more difficult to sell our shares. We believe that we are currently not subject to the “penny stock” rules, but that could change in the future.
We have never declared dividends and do not intend to.
We have never declared or paid dividends on our equity securities and do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as we may deem relevant.
We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenue exceeds $1.07 billion, if we issue more than $1.0 billion in non-convertible debt in a three- year period or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year.
Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. Any inability to raise additional capital as and when we need it could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.
All of the Company’s stockholders who acquired their shares of common stock prior to our IPO, and all of the Company’s executive officers, directors and 5% shareholders, are subject to a lock-up which expires on November 29, 2022. The expiration of the lock-up, or any release of the lockup, which would result in some or all of these shares becoming eligible for future sale, may have an adverse effect on the market price of our shares.
In connection with the Company’s IPO, the Company’s officers, directors and pre-IPO shareholders entered into lock-up agreements in favor of the IPO underwriters in which they agreed (subject to certain exceptions) not to offer, sell or otherwise transfer any shares of common stock of the Company until the close

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of trading on November 29, 2022; provided, however, that our officers, directors and pre-IPO shareholders may be released from such lock-up agreements with the prior written consent of the IPO underwriters.
In addition, in connection with the Private Placement, the Company’s officers, directors and holders of more than 5% of our outstanding shares of common stock entered into lock-up agreements in favor of the placement agents for the Private Placement in which they agreed (subject to certain exceptions) that each will not for the period commencing on June 26, 2022 through the close of trading on November 29, 2022 offer or sell any shares of common stock of the Company or securities convertible into or exchangeable or exercisable for shares of common stock of the Company. Our officers, directors and 5% shareholders may be released from such lock-up agreements with the prior written consent of the placement agents for the Private Placement.
Any sale, or the prospect of any such sale, in the future of such shares could have an adverse effect on the future market price for our shares or on our ability to obtain future financing. Any of the foregoing may have a depressive effect on the price of our shares. Additionally, any release of these lock-up agreements or lock-up arrangements, or the prospect of any such release, may also place downward pressure on the price of our shares.
We have and expect to continue to incur significant increased costs as a result of operating as a public company, and our management is now required to devote substantial time to new compliance initiatives.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We are subject to reporting requirements under the Exchange Act, the other rules and regulations of the SEC, and the rules and regulations of Nasdaq.
The expenses required to adequately report as a public company are material, and compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. For example, the Sarbanes-Oxley Act and the rules of the SEC and national securities exchanges impose various requirements on public companies, including requiring the establishment and maintenance of effective disclosure and internal controls. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. These rules and regulations have and will continue to increase our legal and financial compliance costs and have and will continue to make some activities more time consuming and costly. For example, we expect these rules and regulations will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits on coverage or incur substantial costs to maintain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our Board, our Board committees or as executive officers.
If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations as a public company or prevent fraud, and investor confidence and the trading prices of our securities may be materially and adversely affected.
Prior to the completion of our IPO, the Company had limited accounting personnel and other resources to address internal controls over financial reporting. In connection with the audits of our financial statements as of December 31, 2021 and 2020 and for the two years ended December 31, 2021 and 2020, we identified a material weakness in our internal control over financial reporting. As defined in the standards established by the Public Company Accounting Oversight Board (the “PCAOB”), a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following deficiencies, which in the aggregate are material weaknesses, in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2021. Management noted we do not have sufficient segregation of duties within the accounting function, a lack of timely reconciliation of accounts and review of the Company’s financial statements at each reporting period, a lack of appropriate contemporaneous documentation and/or valuation for certain equity transactions and execution of significant agreements containing inaccurate terms and errors.

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We are in the process of implementing a number of measures to address this material weakness. However, we cannot assure you that these measures will fully address the material weakness and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.
We are subject to the Sarbanes-Oxley Act of 2002, and specifically to Section 404 thereof, which will require that we include a certification from management on the effectiveness of our internal controls in our annual reports on Form 10-K, beginning with the Form 10-K filed for the year ending December 31, 2022. In addition, once we cease to be either an “emerging growth company” as such term is defined in the JOBS Act or a non-accelerated filer in accordance with Rule 12b-2 under the Exchange Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our continuing reporting obligations have and may continue to place a significant strain on our management, operational and financial resources and systems. We may be unable to complete our evaluation testing and any required remediation on a timely basis or at all.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or audited from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our reputation, business, financial condition and results of operations may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
Financial Industry Regulatory Authority sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.
Financial Industry Regulatory Authority (“FINRA”) rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares once publicly traded, have an adverse effect on the market for our common stock and thereby depress our share price.
The forward-looking statements contained in this prospectus are subject to several known and unknown risks that could have a material impact on our performance.
This prospectus contains forward-looking statements, including statements regarding, among other items, our business strategies and anticipated demand for our products. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks related to our new and uncertain technology and business, the early stage of commercialization and development of our products, our limited operating history, competition, the uncertainty of obtaining regulatory clearance to market our products, the uncertainty of intellectual property protection and other risks discussed in this section as well as other factors referenced in this prospectus.

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We may have to pay liquidated damages to the Selling Stockholder, which could increase our expenses and reduce our cash resources.
In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Selling Stockholder. Under the terms of the registration rights agreement, subject to certain limited exceptions, if the registration statement of which this prospectus forms a part has not been declared effective within the time periods specified in the Registration Rights Agreement or we otherwise fail to comply with certain provisions set forth in the Registration Rights Agreement, we will be required to pay the Selling Stockholder liquidated damages. There can be no assurance that the registration statement of which this prospectus forms a part will be declared effective by the SEC or will remain effective for the time periods necessary to avoid payment of liquidated damages.
Our shareholders will experience dilution as a result of the Private Placement.
In June 2022, we issued 1,500,000 shares of common stock, and a warrant to purchase 1,500,000 shares of common stock, for aggregate proceeds of $15 million. The common stock was sold for a price of $10 per share and the warrant is exercisable at a price of $11.00 per share. If the warrant is exercised in full, shareholders of he Company will experience substantial dilution.
General Risk Factors
Business or economic disruptions could seriously harm our business.
Broad-based business or economic disruptions could adversely affect our business. For example, Russia’s invasion of Ukraine has prompted the U.S. and other countries to announce sanctions against Russia. The full effect of this military conflict and related sanctions on the global economy and our existing and prospective customers, and as a result, our business, remains uncertain. While the onset of the COVID-19 global pandemic underscored the urgency of bringing to market air purification solutions to help protect front-line healthcare workers, patients and the general population, associated business shutdowns or disruptions could impair our ability to manufacture or sell our products, which would adversely affect our business, financial condition and results of operations.
If we lose key personnel or are unable to attract and retain qualified personnel, our business could be harmed, and our ability to compete could be impaired.
Our success depends, to a significant degree, upon the continued contributions of the members of our senior management and highly credentialed scientists. If we lose the services of one or more of these people, we may be unable to achieve our business objectives. We may be unable to attract and retain personnel with the advanced technical qualifications or managerial experience necessary for the development of our business and products or commercialization of our products. In addition, our current employees are at-will employees, which means that either we or the employee may terminate the employment relationship at any time, and our agreements with our independent contractors generally extend only on a monthly basis after an initial term, with the ability of either party to terminate the agreement upon prior notice to the other party.
We face intense competition.
We face, and will continue to face, intense competition from organizations such as large, diverse companies with extensive product development and manufacturing capabilities, as well as smaller specialized companies, that have developed and are attempting to develop air filtration and purification systems. We believe that the COVID-19 pandemic and recently discovered new more virulent and infectious strains of the coronavirus have increased, and will continue to increase, this competition. Further, the FDA Enforcement Policy for Sterilizers, Disinfectant Devices, and Air Purifiers during the Coronavirus Disease 2019 (COVID-19) Public Health Emergency and other temporary accommodations implemented by the FDA as a result of the COVID-19 pandemic to enable disinfectant devices, sterilizers, air purifiers, and other medical equipment to be brought to market in an expedited manner has made it easier for new entrants to enter into our market.
Although we believe that we have significant competitive advantages over other organizations, our competitors may develop and commercialize products and technologies that compete with our products and

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technologies. Organizations that compete with us may have substantially greater financial resources than we do and may be able to: (i) provide broader services and product lines; (ii) make greater investments in research and development; (iii) carry on larger research and development initiatives; (iv) undertake more extensive marketing campaigns; and (v) adopt more aggressive pricing policies than we can. Our competitors may also have greater name recognition and better access to customers than we do. We also expect to continue to face competition from alternative technologies. Our technology and products may be rendered obsolete or uneconomical by advances in existing technological approaches or products or the development of different approaches or products by one or more of our competitors.
We may not be able to achieve or maintain satisfactory pricing and margins for our products, which could harm our business and results of operations.
We can give no assurance that we will be able to maintain satisfactory prices for our Pūrgo and Pūrgo Lift devices and other products we develop in the future. If we are forced to lower the price we charge for our Pūrgo and Pūrgo Lift devices, our gross margins will decrease, which will harm our ability to invest in and grow our business. If we are unable to maintain our prices, or if our costs increase and we are unable to offset such increase with an increase in our prices, our margins could erode, which could harm our business, financial condition and results of operations.
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to stockholders and otherwise disrupt our operations and adversely affect our business, financial condition and results of operations.
Our success will depend, in part, on our ability to grow our business, which can include acquisitions. We may identify opportunities to establish industry leadership domestically and internationally through selective joint ventures and acquisitions that further capitalize on our differentiated technology. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development. We may also seek to acquire businesses in industries in which we do not currently operate. Some of these acquisitions or other transactions may be material. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:
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diversion of management’s time and focus from operating our business to addressing acquisition integration challenges;
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coordination of technology, research and development and sales and marketing functions;
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retention of employees from the acquired company;
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cultural challenges associated with integrating employees from the acquired company into our organization;
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integration of the acquired company’s accounting, management information, human resources and other administrative systems;
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the need to implement or improve controls, policies and procedures at a business that prior to the acquisition may have lacked effective controls, policies and procedures;
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potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect on our results of operations;
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liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
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litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders or other third parties.
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Our failure to address these risks or other problems encountered in connection with acquisitions and investments could result in our failure to realize the anticipated benefits of these acquisitions or investments,

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cause us to incur unanticipated liabilities and otherwise harm our business. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition. Also, the anticipated benefits of any acquisitions may not materialize. Any of these risks, if realized, could materially and adversely affect our business, financial condition and results of operations.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.
We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which are vital to our operations and business strategy. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects.
Despite the implementation of security measures, our computer systems and those of our current and future third-party service providers are vulnerable to damage or disruption from hacking, computer viruses, software bugs, unauthorized access or disclosure, natural disasters, terrorism, war and telecommunication, equipment and electrical failures. In addition, there can be no assurance that we will promptly detect any such disruption or security breach, if at all. Unauthorized access, loss or dissemination could disrupt our operations, including our ability to conduct research and development activities, process and prepare company financial information and manage various general and administrative aspects of our business. To the extent that any such disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure or theft of confidential, proprietary or personal information, we could incur liability, suffer reputational damage or poor financial performance or become the subject of regulatory actions by federal, state or non-U.S. authorities, any of which could adversely affect our business.
We may need to initiate lawsuits to protect or enforce our patents or other proprietary rights, which would be expensive and, if unsuccessful, may cause us to lose some of our intellectual property rights.
In order to protect or enforce our patent and other intellectual property rights, it may be necessary for us to initiate patent or other intellectual property litigation proceedings against third parties, such as infringement suits or interference proceedings. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. These lawsuits could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at a risk of not being issued. Further, these lawsuits may also provoke the defendants to assert claims against us. The patent position of medical device firms is highly uncertain, involves complex legal and factual questions and has recently been the subject of much litigation. There can be no assurance that we will prevail in any such suits or proceedings or that the damages or other remedies awarded to us, if any, will be commercially valuable.
We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to various litigation matters from time to time, which could have a material adverse effect on our business, financial condition and results of operations. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business.

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Insurance policies may be expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.
We do not know if we will be able to obtain and maintain insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which may adversely affect our business, financial position and results of operations.
Our results of operations may fluctuate significantly, which will make our future results difficult to predict and could cause our results to fall below expectations.
Our quarterly and annual results of operations may fluctuate significantly, which will make it difficult for us to predict our future results. These fluctuations may occur due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:
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the timing and cost of, and level of investment in, research, development and commercialization activities, which may change from time to time;
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the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities;
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expenditures that we may incur to acquire, develop or commercialize additional products and technologies;
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the level of demand for any future products, which may vary significantly over time;
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customer mix and the varying lengths of sales cycles for different customer segments;
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developments involving our competitors;
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the cost of servicing and maintaining our products;
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the cost of manufacturing, as well as building out our supply chain, which may vary depending on the quantity of productions, and the terms of any agreements we enter into with third-party suppliers; and
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general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
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The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual results of operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.
This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or operating guidance we may provide.

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CAUTIONARY STATEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements containedto encourage companies to provide prospective information to investors. This prospectus and the documents incorporated by reference herein include forward-looking statements that reflect our current expectations and projections about our future results, performance and prospects. Forward-looking statements include all statements that are not historical in nature or are not current facts. When used in this prospectus, that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” andor the negative of these terms or similar expressions mayare intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance and prospects to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under the absence of these words does not mean that a statement is not forward-looking. Forward-looking statementsheading “Risk Factors” in this prospectus may include, for example, statements about:and under similar headings in the documents incorporated by reference herein, including the following factors:
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if the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our total addressable market;working capital requirements and to satisfy our repayment obligations under our debt agreements;
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the outcome of negotiations regarding the termination of certain product supply arrangements with several contract manufacturers;
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general economic conditions in the markets where we operate;
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the impact of the COVID-19 pandemic and related prophylactic measures;
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the expected timing of regulatory approvals and product launches;
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non-performance of third-party vendors and contractors;
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risks related to our ability to successfully sell our products and the market reception to and performance of our products;products, including our new Molekule 360 indoor air quality management solutions;
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the possibility that our products do not ultimately perform in line with our testing or that prior test results may not be replicated in future studies;
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our compliance with, and changes to, applicable laws and regulations;
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our limited operating history;
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our ability to manage growth;
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our ability to successfully restructure certain of our debt agreements;
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our ability to obtain additional financing when and if needed;financing;
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the consummation of this rights offering;
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our ability to expand product offerings;
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our ability to compete with others in our industry;
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our ability to protect our intellectual property;
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the ability of certain existing stockholders to determine the outcome of matters whichthat require stockholder approval;
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Our resultsour ability to retain the listing of operations;our common stock on Nasdaq;
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our ability to defend against legal proceedings; and
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors.directors;
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The forward-looking statements contained•
our ability to achieve the expected benefits from our merger with Molekule, Inc.;
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our ability to successfully integrate Molekule, Inc.;
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the incurrence of unexpected costs, liabilities or delays relating to our merger with Molekule, Inc.;
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the risk that goodwill or identifiable intangible (including such items recorded with respect to our merger with Molekule, Inc.) assets could become impaired;
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our ability to successfully consummate acquisitions;
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our ability to comply or regain compliance with Nasdaq Capital Market continued listing standards; and
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other risk factors set forth in this prospectus are basedand detailed in our most recent Annual Report on current expectationsForm 10-K and beliefs concerning future developmentsour other Securities and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors.” Should one or moreExchange Commission (“SEC”) filings.
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In light of these risks, uncertainties and assumptions, you are cautioned not to put undue reliance on any forward-looking statements in this prospectus or uncertainties materialize, orthe documents incorporated by reference herein. These statements should anybe considered only after carefully reading this entire prospectus. Except as required under the federal securities laws and rules and regulations of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Wethe SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except asotherwise. Additional risks that we may be required under applicable securities laws.currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this prospectus not to occur.
 
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SUMMARY OF THE RIGHTS OFFERING
The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading “Rights Offering” in this prospectus for a more detailed description of the terms and conditions of the rights offering.
Securities Offered
We are distributing, at no charge, to holders of our common stock and the Participating Warrant, non-transferrable subscription rights to purchase up to 10,000 Units at a subscription price of $1,000 per Unit. Each of such eligible holders will receive one (1) subscription right for each share of common stock owned or deemed to be owned (in the case of the Participating Warrant) as of 4:00 p.m., Eastern Time, on            , 2023. Each Unit consists of (i) one share of preferred stock and (ii) a warrant to purchase       shares of our common stock. The Units will separate upon the closing of the rights offering and will be issued separately; however, they may only be purchased as a Unit and the Unit will not trade as a separate security.
Amin J. Khoury, the Chairman of our board of directors and one of our co-founders, and Foundry Group Next, L.P., which is affiliated with our director Brad Feld, have informed us of their interest in participating in the rights offering; however, there can be no assurance as to what extent they will participate, if at all.
Preferred Stock
Each share of preferred stock will be convertible at the option of the holder, at any time, into the number of shares of our common stock determined by dividing (i) the $1,000 stated value per share of the preferred stock plus any accrued and accumulated dividends by (ii) the conversion price of $     , subject to adjustment.
On an annual basis, our board of directors may, at its sole discretion, cause a dividend with respect to the preferred shares to be paid in cash in an amount equal to 12% of the liquidation preference as in effect at such time (initially, $1,000 per share). If the dividend is not so declared and paid in cash, the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time.
We may redeem the preferred stock, in whole or in part on a pro rata basis, at any time in our sole discretion by paying to the holders thereof in cash an amount equal to the liquidation preference (including any accrued and accumulated dividends) in effect at the time of redemption.
The preferred stock will rank senior to our common stock and any other class of capital stock we issue in the future with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution or upon certain Deemed Liquidation Events (as defined in the form of certificate of designation relating to the preferred stock attached hereto as Exhibit 3.2, the “Certificate of Designation”). See “Description of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.
Warrants
Each warrant entitles the holder to purchase       shares of common stock at an exercise price of $      per share, subject to adjustment. The warrants will be immediately exercisable and will expire five years from the date of issuance. The warrants will be exercisable for cash or, solely during any period when there is no effective registration statement registering the shares issuable upon exercise of the warrants, holders may exercise their warrants on a cashless basis. See “Description of Capital Stock — Warrants Included in Units Issuable in Rights Offering” for more information.
Basic Subscription Right
The basic subscription right will entitle you to purchase one (1) Unit at a subscription price of $1,000 per Unit. You may exercise your basic subscription right for some or all of your subscription rights, or you

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may choose not to exercise your subscription rights. If you choose to exercise your subscription rights, there is no minimum number of Units you must purchase. We are distributing basic subscription rights to purchase an aggregate of 36,959,459 Units, but are only selling 10,000 Units in the rights offering. In the event that the rights offering is over-subscribed, rights holders will be entitled to their pro rata portion of the Units.
Over-Subscription Privilege
If you fully exercise your basic subscription right, you may also choose to exercise an over-subscription privilege to purchase additional Units in the offering. You will only be able to actually purchase additional Units pursuant to your over-subscription privilege if other eligible holders do not fully exercise their basic subscription rights and there are Units that remain unsubscribed at the expiration of the rights offering. In the event that holders exercise their over-subscription privilege such that the rights offering is over-subscribed, rights holders that have elected to exercise their over-subscription privilege will be entitled to their pro rata portion of the remaining Units. See “Rights Offering — Over-Subscription Privilege” for more information.
Limitation of the Purchase of Units
To protect our ability to use our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of Units any person or entity, together with related persons or entities, may purchase pursuant to the exercise of basic or over-subscription privileges, where such purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our issued and outstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our board of directors to acquire, own or control such shares of common stock. Amin J. Khoury and Foundry Group Next, L.P. have both obtained this waiver from our board of directors. Our board of directors may grant waivers to other major shareholders that currently own more than 4.99% of our outstanding shares of common stock. It is possible that the issuance of any units to any such persons or entities, or the exercise of warrants included as part of the units by any such persons or entities, may result in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Internal Revenue Code (the “Code”), which may significantly limit the amount of net operating losses (“NOLs”) and credits we could utilize to offset our taxable income in any single year.
Record Date
           , 2023.
Expiration Date of the Rights Offering
5:00 p.m., Eastern Time, on            , 2023, unless extended for additional periods (not to exceed 45 days) in our sole discretion.
Subscription Price
$1,000 per Unit, payable in cash. To be effective, any payment related to the exercise of a right must clear prior to the expiration date of the rights offering.
Procedure for Exercising Subscription Rights
To exercise your subscription rights, you must take the following steps:
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If you are a record holder, as of the Record Date, of our common stock or the Participating Warrant, you must deliver payment and a properly completed subscription rights certificate to the subscription agent to be received before 5:00 p.m., Eastern Time, on            , 2023. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested.
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If as of the Record Date you are a beneficial owner of shares of our common stock that are registered in the name of a broker, dealer, bank or other nominee, you should instruct your broker, dealer, bank or other nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on            , 2023.
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See the section titled “Rights Offering” for more information.
Payment Adjustments
If you send a payment that is insufficient to purchase the number of Units requested, or if the number of Units requested is not specified in the subscription rights certificate, the payment received will be applied to exercise subscription rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your subscription rights, including any over-subscription privilege exercised and permitted, the excess will be returned to you promptly in cash. You will not receive interest or a deduction on any payments refunded to you under the rights offering.
Delivery of Securities
As soon as practicable after the expiration of the rights offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, we expect to close on subscriptions and for the subscription agent to arrange for the issuance of the shares of preferred stock and warrants purchased pursuant to the rights offering. All shares of preferred stock and warrants that are purchased in the rights offering will be issued in book-entry, or uncertificated, form, meaning that you will receive a direct registration account statement (a “DRS”) from our transfer agent reflecting ownership of these securities if you are a holder of record. If you currently hold your securities in the name of a bank, broker, dealer, or other nominee, the Depository Trust Company (“DTC”) will credit your account with your nominee with the securities you purchased in the rights offering.
No Revocation
Except as described below, all exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights.
Use of Proceeds
We are conducting the rights offering for funding working capital and for general corporate purposes. See “Use of Proceeds” for a more detailed description of the intended use of proceeds from the rights offering.
Non-Transferability of Rights
The subscription rights granted to you may be exercised only by you, and, therefore, you may not sell, transfer or assign your subscription rights to anyone else.
Extension, Amendment, Termination and Conditions
Although we do not presently intend to do so, we may extend the rights offering for additional time in our sole discretion for any reason for additional periods, not to exceed 45 days. For example, we may decide that changes in the market price of our common stock warrant an extension, or we may decide that the degree of stockholder participation in the rights offering is less than the level we desire. In the event that we decide to extend the rights offering and you have already exercised your subscription rights, your subscription payment will remain with the subscription agent until such time as the rights offering closes or is terminated. We also reserve the right to amend or modify the terms of the rights offering, including increasing or decreasing the size of the rights offering, as appropriate.
Our board of directors may also for any reason decide to terminate the rights offering at any time before the expiration of the rights offering. The rights offering is subject to the following conditions unless waived by our board of directors:

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we receive minimum gross proceeds of at least $10 million through the rights offering, such amount subject to increase by our board of directors;
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we reach an agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), to restructure our indebtedness on terms acceptable to us; and
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we renegotiate or otherwise reach a settlement with respect to a legacy building lease on terms acceptable to us.
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See “Recent Developments” for a description of recent developments related to these conditions.
In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be returned, without interest or deduction, as soon as practicable.
If we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the registration statement of which this prospectus forms a part, (ii) offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder or eligible warrant holder (without interest or deduction), and (iii) recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC.
Subscription Agent and Information Agent
Computershare will serve as our subscription agent for the rights offering and Georgeson will serve as the information agent for the rights offering.
U.S. Federal Income Tax Considerations
Although the authorities governing transactions such as the rights offering are complex and unclear in certain respects, we believe and intend to take the position that the distribution of subscription rights to you with respect to your shares of our common stock should generally be treated, for U.S. federal income tax purposes, as a non-taxable distribution. See the section of this prospectus titled “U.S. Federal Income Tax Considerations” for more information. You should consult your tax advisor as to the particular consequences to you of the rights offering.
Shares To Be Outstanding Immediately After the Rights Offering
As of August 9, 2023, 34,654,459 shares of our common stock were issued and outstanding. Assuming no additional shares of capital stock are issued by us prior to the expiration of the rights offering, and assuming the rights offering is fully subscribed, we will have 34,654,459 shares of common stock, 10,000 shares of preferred stock, and warrants to purchase       additional shares of our common stock issued and outstanding upon the consummation of the rights offering.
The number of shares of our common stock outstanding prior to and immediately after this rights offering, as set forth above, excludes the following potentially dilutive securities as of August 11, 2023:
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13,180,000 shares of our common stock issuable upon the exercise of (i) a warrant to purchase up to 1,500,000 shares of our common stock at an exercise price of $2.00 per share, initially issued on June 29, 2022 (the “2022 Warrant), (ii) a series A warrant to purchase up to 3,125,000 shares of our common stock at an exercise price of $1.60, issued on May 5, 2023 (the “Series A Warrant”), (iii) a series B warrant to purchase up to 6,250,000 shares of our common stock at an exercise price of $1.84, issued on May 5, 2023 (the “Series B Warrant”), and (iv) a pre-funded warrant to purchase up to 2,305,000 shares of our common stock (after giving effect to a partial exercise of such warrant) with a purchase price of $1.59 and a nominal exercise price, issued on May 5, 2023 (the “Pre-Funded Warrant” or the “Participating Warrant”) and, collectively with the 2022 Warrant, the Series A Warrant and the Series B Warrant, the “PIPE Warrants”)(the exercise price of the 2022 Warrant, the Series A Warrant and the Series B Warrant may need to be adjusted as a result of the issuance of the preferred stock and the warrants in the rights offering, depending on the final pricing terms); and
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1,946,615 shares of our common stock that remain available for future issuance under our 2021 Incentive Award Plan, Director Deferred Compensation Plan and Employee Stock Purchase Plan.
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Risk Factors
Investing in our securities involves a high degree of risk. You should carefully read and consider the information in this prospectus set forth under the heading “Risk Factors” and all other information set forth in this prospectus and the documents incorporated herein by reference before deciding to participate in the rights offering. In particular, there can be no assurance that this rights offering will be successful, that the Company could obtain funds from other sources, that the Company will reach an agreement with SVB to restructure its debt under the senior term loan and the mezzanine loan, on acceptable terms, that the Company will reach an agreement with its subsidiary’s landlord on acceptable terms, or that any cost-cutting measures of the Company will be sufficient to continue operations. If the Company cannot achieve any of the foregoing, the Company will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives.
Dividend Policy
We have not paid any cash dividends on our shares of common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be declared at the discretion of our board of directors. It is the current intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our shares of common stock in the foreseeable future.
The terms of the preferred stock being offered hereby as part of the Units include a 12% dividend which, if not declared by our board of directors and paid in cash to the holders of the preferred stock, will accrue and accumulate to the liquidation preference of the preferred stock. The terms of the preferred stock provide that cash dividends on such shares will be entitled to be paid prior to any cash dividend paid to the holders of our common stock.
Market for our Common Stock
Our common stock is listed on the Nasdaq Capital Market under the symbol “MKUL.”
Market for Preferred Stock and Warrants
There is no established trading market for the preferred stock and for the warrants, and we do not expect a market to develop for such securities. We do not intend to apply for listing of the preferred stock or the warrants on any securities exchange or recognized trading system.
Warrant Agent, Transfer Agent and Registrar
Computershare Trust Company, N.A.
Questions
If you have any questions about the rights offering, please contact the information agent, Georgeson, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511.

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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING
The following are examples of what we anticipate may be common questions about the rights offering. The answers are based on selected information included elsewhere in this prospectus or the documents incorporated by reference herein. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, the securities offered hereby, and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.
Why are we conducting the rights offering?
We are conducting the offering to raise capital that we need for working capital and general corporate purposes to continue operations
What is the rights offering?
We are distributing to holders of our common stock and the Participating Warrant, at no charge, non-transferable subscription rights to purchase Units. On the Record Date,            , 2023, you will receive one (1) subscription right for each whole share of common stock that you own, or that is issuable upon exercise of the Participating Warrant, as of 4:00 p.m., Eastern Time, on            , 2023. Each subscription right will entitle the holder to a basic subscription right and an over-subscription privilege.
What is a Unit?
Each Unit consists of one (1) share of preferred stock and a warrant to purchase       shares of common stock and has a subscription price of $1,000 per Unit. We do not intend to issue fractional Units. The shares of preferred stock and warrants that comprise each Unit are immediately separable and will be issued separately in this rights offering. However, they may only be purchased as a Unit, and the Units will not trade as a separate security.
What is the basic subscription right?
Each basic subscription right will entitle you to purchase one (1) Unit at the subscription price. For example, if you own 100 shares of common stock on the Record Date, you will receive 100 subscription rights to purchase 100 Units, comprised of an aggregate of 100 shares of our preferred stock and warrants to purchase       shares of our common stock for a total payment of $100,000. You may exercise all or a portion of your basic subscription right or you may choose not to exercise any basic subscription right at all.
If you choose to exercise your subscription rights, there is no minimum number of Units you must purchase. We are distributing basic subscription rights to purchase an aggregate of 36,959,459 Units, but are only selling 10,000 Units in the rights offering. In the event that the rights offering is over-subscribed, rights holders will be entitled to their pro rata portion of the Units. If enough Units are available, we will seek to honor your basic subscription right in full. If basic subscription rights requests exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the basic subscription rights in proportion to the number of shares of our common stock each of those rights holders own or are deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right. If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription right, then such record holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising the basic subscription right on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.
If you are a record holder of our common stock or the Participating Warrant, the number of Units you may purchase pursuant to your basic subscription right is indicated on the subscription rights certificate.

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If you hold our common stock in the name of a broker, dealer, bank, or other nominee who uses the services of DTC you will not receive a subscription rights certificate. Instead, DTC will issue your subscription rights to your nominee record holder for each share of our common stock that you own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.
What is the over-subscription privilege?
If you exercise your basic subscription right in full, you may also choose to exercise your over-subscription privilege to purchase a portion of the Units that the other rights holders do not purchase through the exercise of their basic subscription right. You should indicate on your subscription rights certificate, or the form provided by your nominee if you hold our common stock in the name of a nominee, the number of additional Units you would like to apply to purchase pursuant to your over-subscription privilege.
If enough Units are available, we will seek to honor your over-subscription request in full. If over-subscription requests exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those rights holders own or are deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the over-subscription privilege. If this pro-rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the over-subscription privilege, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.
To properly exercise your over-subscription privilege, you must deliver to the subscription agent the subscription payment related to your over-subscription privilege before the rights offering expires. See “Rights Offering — Over-Subscription Privilege.” To the extent you properly exercise your over-subscription privilege for a number of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payments will be returned to you as soon as practicable after the expiration of the rights offering, without interest or deduction.
Our subscription agent for the rights offering will determine the over-subscription allocation based on the formula described above.
Are there any limits on the number of Units I may purchase in the rights offering or own as a result of the rights offering?
To protect our ability to use our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of Units any person or entity, together with related persons or entities, may purchase pursuant to the exercise of basic or over-subscription privileges, where such purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our issued and outstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our board of directors to acquire, own or control such shares of common stock. Amin J. Khoury and Foundry Group Next, L.P. have both obtained this waiver from our board of directors. Our board of directors may grant waivers to other major shareholders that currently own more than 4.99% of our outstanding shares of common stock. It is possible that the issuance of any units to any such persons or entities, or the exercise of the warrants issued as part of the units by any such persons or entities, may result in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Code, which may significantly limit the amount of NOLs and credits we could utilize to offset our taxable income in any single year.
May the subscription rights that I exercise be reduced for any reason?
Yes. While we are distributing to holders of our common stock and the Participating Warrant one (1) subscription right for every share of common stock owned or deemed to be owned, or every share

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of common stock issuable upon exercise of the Participating Warrant, on the Record Date, we are only seeking to raise $10 million in gross proceeds in this rights offering. As a result, based on 34,654,459 shares of common stock outstanding and 2,305,000 shares of common stock issuable upon exercise of the Participating Warrant as of August 9, 2023, and assuming we do not issue additional shares of common stock, we would grant subscription rights to acquire 36,959,459 Units but will only accept subscriptions for 10,000 Units. Accordingly, enough Units may not be available to honor your subscription in full. If exercises of basic subscription rights exceed the number of Units available in the rights offering, we will allocate the available Units pro rata among the holders exercising the basic subscription rights in proportion to the number of shares of our common stock each of those holders owned or deemed to be owned on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right.
If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription rights, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising their basic subscription rights on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. Please also see the discussion under “Rights Offering — Over-Subscription Privilege” for a description of potential proration as to the over-subscription privilege.
We may, in the sole discretion of our board of directors, increase the amount of gross proceeds to be raised in the rights offering by up to 20% and accordingly increase the amount of Units issuable in the rights offering, which could result in gross proceeds of up to $12 million.
If for any reason the number of Units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.
What are the terms of the preferred stock?
Each share of preferred stock will be convertible at the option of the holder, at any time, into the number of shares of our common stock determined by dividing (i) the $1,000 stated value per share of the preferred stock plus any accrued and accumulated dividends by (ii) the conversion price of $     , subject to adjustment.
On an annual basis, our board of directors may, at its sole discretion, cause a dividend with respect to the preferred shares to be paid in cash in an amount equal to 12% of the liquidation preference as in effect at such time (initially, $1,000 per share). If the dividend is not so declared and paid in cash, the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time.
We may redeem the preferred stock, in whole or in part on a pro rata basis, at any time in our sole discretion by paying to the holders thereof in cash an amount equal to the liquidation preference (including any accrued and accumulated dividends) in effect at the time of redemption. The preferred stock will rank senior, with respect to dividend rights, to our common stock and any other class of capital stock we issue in the future. See “Description of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.
Does the preferred stock have a liquidation preference over the common stock?
Yes, the preferred stock will rank senior to our common stock and any other class of capital stock we issue in the future with respect to distribution rights upon our liquidation, winding-up or dissolution or in the case of certain Deemed Liquidation Events (as defined in the Certificate of Designation). In any such event, the holders of preferred stock will be entitled to be paid, as applicable, out of the assets of the Company available for distribution to its stockholders or out of the consideration received by the Company for a Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by our board of directors), before any payment may be made to holders

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of our common stock by reason of their ownership thereof, an amount per share equal to the liquidation preference (including any accrued and accumulated dividends) in effect at that time. See “Description of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.
What are the terms of the warrants?
Each warrant entitles the holder to purchase       shares of common stock at an exercise price of $      per share, subject to adjustment. The warrants will be immediately exercisable and will expire five years from the date of issuance. The warrants will be exercisable for cash or, solely during any period when there is no effective registration statement registering the shares issuable upon exercise of the warrants, holders may exercise their warrants on a cashless basis. See “Description of Capital Stock — Warrants Included in Units Issuable in Rights Offering” for more information.
Are the shares of preferred stock or warrants listed?
There is no public trading market for the preferred stock or warrants and we do not expect that they will be listed for trading on the Nasdaq Capital Market or any other securities exchange or recognized trading system. The warrants will be issued in registered form under a warrant agent agreement with Computershare, as warrant agent.
Will fractional Units be issued upon exercise of subscription rights, or fractional shares of common stock be issued upon the conversion of the preferred stock or the exercise of warrants?
We do not intend to issue fractional Units, fractional shares of preferred stock or fractional shares of common stock upon conversion of the preferred stock or exercise of warrants issued in the rights offering.
In addition, no fractional shares of common stock will be issued as a result of the conversion of the preferred stock or the exercise of warrants. Instead, for any such fractional share of common stock that would otherwise have been issuable upon conversion of shares of preferred stock, we may, at our election, pay a cash payment equal to such fraction multiplied by the conversion price or round up to the next whole share, and for any such fractional share of common stock that would have otherwise been issued upon exercise of warrants, we will round up such fraction to the next whole share.
What effect will the rights offering have on our outstanding common stock?
On August 9, 2023, 34,654,459 shares of our common stock were outstanding. Assuming no additional shares of common stock are issued by us prior to the expiration of the rights offering, and assuming this rights offering is fully subscribed for gross proceeds of $10 million, approximately 34,654,459 shares of our common stock will be issued and outstanding, 10,000 shares of preferred stock will be issued and outstanding and convertible into an aggregate of       shares of our common stock (subject to adjustment), warrants to purchase an additional       shares of our common stock (subject to adjustment) will be outstanding and the PIPE Warrants to purchase 13,180,000 shares of our common stock will be outstanding. The exact number of shares of preferred stock and warrants that we will issue in this rights offering will depend on the number of Units that are subscribed for in the rights offering. See the section of this prospectus titled “Dilution” for more information.
How was the subscription price formula determined?
Our board of directors determined the subscription price taking into consideration, among other things, the following factors:
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the current and historical trading prices of our common stock on the Nasdaq Capital Market;
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the price at which stockholders might be willing to participate in the rights offering;
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the value of the common stock issuable upon conversion of the preferred stock being issued as a component of the Unit;
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the value of the warrant being issued as a component of the Unit;
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•
our need for additional capital and liquidity;
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the cost of capital from other sources; and
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comparable precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the subscription price and the discount that the subscription price represented to the immediately prevailing closing prices for those offerings.
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In conjunction with the review of these factors, our board of directors reviewed our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition. Our board of directors believes that the subscription price should be designed to provide an incentive to our current stockholders to participate in the rights offering and exercise their basic subscription right and their over-subscription privilege.
The subscription price does not necessarily bear any relationship to any established criteria for value. You should not consider the subscription price as an indication of actual value of the Company or our common stock. We cannot assure you that the market price of our common stock will not decline during or after the rights offering. You should obtain a current price quote for our common stock and perform an independent assessment of our preferred stock and warrants before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.
Am I required to exercise all of the basic subscription right I receive in the rights offering?
No. You may exercise any number of your basic subscription rights, or you may choose not to exercise any basic subscription right. If you do not exercise any basic subscription right, the number of shares of our common stock you own will not change. However, if you choose not to exercise your basic subscription right in full, your proportionate ownership interest in the Company may decrease. See the section of this prospectus titled “Dilution” for more information. If you do not exercise your basic subscription right in full, you will not be entitled to exercise your over-subscription privilege.
How soon must I act to exercise my subscription rights?
If you received a subscription rights certificate and elect to exercise any or all of your subscription rights, the subscription agent must receive your completed and signed subscription rights certificate and payment for both your basic subscription right and any over-subscription privilege you elect to exercise before the rights offering expires on            , 2023, at 5:00 p.m. Eastern Time. If you hold your common stock in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the expiration of the rights offering by which you must provide it with your instructions to exercise your subscription rights, along with the required subscription payment.
May I transfer my subscription rights?
No. The subscription rights may be exercised only by the eligible holders of our common stock and Participating Warrant to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, a subscription rights certificate may be completed only by the recipient of the subscription rights certificate. The subscription rights will not be listed for trading on any stock exchange or market.
Is the Company requiring a minimum subscription amount to complete the rights offering?
There is no minimum subscription amount from any individual holder of rights in order to participate in the rights offering. However, as a condition to closing, which may be waived by the Company’s board of directors in its discretion, the Company is requiring a minimum subscription amount of $10 million in the aggregate in order to complete the rights offering.
Is there any back-stop or standby purchase commitment in place to purchase Units that are not subscribed for in the rights offering?
No, there is no back-stop or standby purchase commitment in place to purchase Units that are not subscribed for in the rights offering.

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What are the benefits of the rights offering?
The net proceeds obtained from the rights offering, assuming it is successfully consummated, in conjunction with the restructuring of our outstanding indebtedness, will enable us to restructure our capital structure and position us to execute on our business plan and continue operations. In addition, the capital raised through the rights offering may facilitate our ability to pursue strategic alternatives, including a potential sale of the Company. Some of the net proceeds may also be used to manage and help alleviate costs associated with developing our products and services, conducting research and development and funding operations. See “Use of Proceeds.”
See “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements” and “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — Even if the rights offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”
Is the rights offering subject to any conditions?
We may terminate the rights offering at any time and for any reason prior to the completion of the rights offering. If we terminate the rights offering, we will issue a press release notifying stockholders and the public of the termination. The rights offering is subject to the following conditions unless waived by our board of directors:
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we receive minimum gross proceeds of at least $10 million through the rights offering, such amount subject to increase by our board of directors;
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we reach an agreement with SVB to restructure our indebtedness on terms acceptable to us, in the sole discretion of our board of directors; and
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we renegotiate or otherwise reach a settlement with respect to a legacy building lease on terms acceptable to us.
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See “Recent Developments” for a discussion of recent developments related to these conditions.
If the rights offering is not completed for any reason, will my subscription payment be refunded to me?
Yes. The subscription agent will hold all funds it receives until completion of the rights offering. If the rights offering is not completed for any reason, the subscription agent will return promptly, without interest, all subscription payments. If you own common stock in the name of a broker, dealer, bank, or other nominee, it may take longer for you to receive your subscription payment because the subscription agent will return payments through the record holder of your shares of common stock. We reserve the right to terminate the rights offering at any time in our sole discretion, including if, due to market conditions or otherwise, our board of directors deems it advisable not to proceed with the rights offering.
How will the Company be impacted if the rights offering is not completed?
We have significant liabilities and will need to complete this rights offering or obtain funds from other sources in the third quarter of 2023 in order to fund operations through the balance of 2023 and in 2024. Such cash would also allow us to explore and take advantage of growth opportunities and identify potential strategic partnerships. There can be no assurance that this rights offering will be successful, that we will be able to obtain funds from other sources, that the Company will reach an agreement with SVB to restructure its indebtedness under the senior term loan and the mezzanine loan on acceptable terms and conditions, that the Company will be able to reach an agreement with the landlord for its subsidiary’s legacy building lease on terms acceptable to us or that any cost-cutting measures will be sufficient to continue operations. If we cannot achieve any of the foregoing, the Company will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives.

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See “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements” and “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — Even if the rights offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”
Will our directors and executive officers participate in the rights offering?
To the extent they hold share of our common stock as of the Record Date, our directors and executive officers will be entitled to participate in the rights offering on the same terms and conditions applicable to other rights holders. None of our directors or executive officers has entered into any binding commitment or agreement to exercise subscription rights received in the rights offering. Amin J. Khoury, the Chairman of our board of directors and one of our co-founders, and Foundry Group Next, L.P., which is affiliated with our director Brad Feld, have informed us of their interest in participating in the rights offering; however, there can be no assurance as to what extent they will participate, if at all.
Has the board of directors made a recommendation to stockholders regarding the rights offering?
No. Our board of directors is not making a recommendation regarding your exercise of the subscription rights. Rights holders who exercise subscription rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade during or after the rights offering. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of the rights offering and the information contained in this prospectus. See the section of this prospectus titled “Risk Factors,” and similarly titled sections in the documents incorporated by reference herein, for discussion of some of the risks involved in investing in our securities.
How do I exercise my subscription rights?
If you hold your common stock in your name and not through a broker, dealer, bank, or other nominee on the Record Date and you wish to participate in the rights offering, you must deliver a properly completed and signed subscription rights certificate, together with payment of the subscription price for both your basic subscription right and any over-subscription privilege you elect to exercise, to the subscription agent before 5:00 p.m. Eastern Time, on            , 2023. If you are exercising your subscription rights through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and payment for the Units in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee.
What if my shares are held in “street name”?
If you hold your common stock in the name of a broker, dealer, bank, or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares of common stock that you own. Your nominee must exercise the subscription rights on your behalf. Therefore, you will need to have your nominee act for you.
If you wish to participate in this rights offering and purchase Units, please promptly contact your nominee. We will ask your nominee, who may be your broker, dealer, bank, or other nominee, to notify you of this rights offering.
What form of payment is required?
You must timely pay the full subscription price pursuant to the exercise of subscription rights by delivering to the subscription agent a personal check that clears before the expiration date or a wire transfer of immediately available funds.
Please note that funds paid by personal check may take at least five (5) business days to clear. If you decide to pay by means of a personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription agent receives cleared funds before that time.

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When will I receive my new shares of preferred stock and warrants?
The subscription agent will arrange for the issuance of the preferred stock and warrants as soon as practicable after the expiration of the rights offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected. All shares of preferred stock and warrants that you purchase in the rights offering will be issued in book-entry, or uncertificated form, meaning that you will receive a DRS from our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your shares of common stock in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the rights offering.
After I send in my payment and subscription rights certificate to the subscription agent, may I cancel my exercise of subscription rights?
No. Exercises of subscription rights are irrevocable unless the rights offering is terminated (in the sole discretion of our board of directors), even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to participate in the rights offering.
How much will the Company receive from the rights offering?
Assuming the rights offering is fully subscribed (and the number of Units permitted to be subscribed for is not increased by our board of directors as described herein), including any over-subscription privilege, we estimate that the net proceeds from the rights offering will be approximately $      million, after deducting estimated offering expenses payable by us, and excluding any proceeds received upon exercise of any warrants. If all warrants included in the Units are exercised for cash, we will receive an additional $      million.
Are there risks in exercising my subscription rights?
Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves buying shares of our preferred stock and warrants to purchase our common stock and you should consider this investment as carefully as you would consider any other investment. We do not intend to list our preferred stock or the warrants on the Nasdaq Capital Market or on any other stock exchange or market, and no market for the preferred stock or the warrants exists. You should carefully consider the risks described under the heading “Risk Factors” and similarly titled sections in the documents incorporated by reference into this prospectus for a discussion of some of the risks involved in investing in our securities.
Can the board of directors terminate or extend the rights offering?
Yes. Our board of directors may decide to terminate the rights offering at any time and for any reason before the expiration of the rights offering. We also have the right to extend the rights offering for additional periods in our sole discretion for up to an additional 45 days. We do not presently intend to extend the rights offering. We will notify stockholders and the public if the rights offering is terminated or extended by issuing a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the rights offering. In the event that we decide to extend the rights offering and you have already exercised your subscription rights, your subscription payment will remain with the subscription agent until such time as the rights offering closes or is terminated.
Our board of directors also reserves the right to amend or modify the terms of the rights offering in its sole discretion, including, without limitation, in order to increase participation in, or increase or decrease the size of, the rights offering. Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated. If we should make any fundamental changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder (without interest) and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of the rights

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offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the rights offering and the new expiration date.
How do I exercise my subscription rights if I live outside the United States?
The subscription agent will hold subscription rights certificates for stockholders having addresses outside the United States. To exercise subscription rights, foreign stockholders must notify the subscription agent and timely follow other procedures described in the section entitled “Rights Offering — Foreign Stockholders.”
What fees or charges apply if I purchase Units?
We are not charging any fee or sales commission to issue subscription rights to you or to issue shares of preferred stock or warrants to you if you exercise your subscription rights. If you exercise your subscription rights through a nominee you are responsible for paying any fees your nominee may charge you.
What are the U.S. federal income tax consequences of exercising subscription rights?
The U.S. federal income tax consequences of the rights offering will depend on whether the rights offering is part of a “disproportionate distribution.” We intend to take the reporting position that the subscription rights issued to stockholders pursuant to the rights offering will not be a taxable distribution with respect to your existing common stock. The disproportionate distribution rules are complex, however, and their application is uncertain. The position we are taking is not binding on the Internal Revenue Service (“IRS”) or the courts and it is possible that the IRS could successfully challenge our reporting position and assert that the rights offering is a taxable distribution. You should consult your tax advisor as to the tax consequences of the rights offering in light of your particular circumstances. For a more detailed discussion, see “U.S. Federal Income Tax Considerations” on page 42.
To whom should I send my forms and payment?
If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription documents and subscription payment to that nominee in accordance with the instructions such nominee provides to you. If you are the record holder, then you should send your subscription documents, subscription rights certificate and subscription payment by registered mail, return receipt requested or courier service to:
​By Mail:​​By Courier:​
​Computershare Inc.​​Computershare Inc.​
​150 Royall Street, Suite V​​150 Royall Street, Suite V​
​Canton, Massachusetts 02021​​Canton, Massachusetts 02021​
​Attention: Molekule Rights Offer​​Attention: Molekule Rights Offer​
You are solely responsible for completing delivery, either directly (if you are a record holder) to the subscription agent of your subscription rights certificate and payment or through your nominee (if you are a beneficial holder), to the subscription agent of your subscription documents and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent.
If I hold preferred stock, how will I receive any dividends paid on the preferred stock?
Dividends on the preferred stock will be paid in cash, if declared by our board of directors (in its sole discretion) and paid out of funds legally available for such purpose, or if not so declared and paid in cash, then the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time (including any accrued and accumulated dividends).

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Whom should I contact if I have other questions?
If you have any questions about the rights offering, including questions about subscription procedures and requests for additional copies of this prospectus or other documents, please contact the information agent, Georgeson, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511.

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RECENT DEVELOPMENTS
Balance Sheet and Liquidity
As previously reported, for the six months ended June 30, 2023, the Company incurred a net loss of $34.9 million and its net cash used in operating activities was $27.3 million. In addition, at June 30, 2023, the Company’s accumulated deficit was $42.8 million and we had approximately $5.3 million of cash.
Notwithstanding the development of Molekule 360 hub (our indoor air quality management solution), integration of software and device technologies and satisfactory performance in our direct to consumer and retail revenues, revenues from our B2B channel have performed below the Company’s expectations and, as a result, the Company is reducing its cost base. Backlog and orders for our new indoor air quality solutions from enterprise and commercial customers have fallen below expectations, resulting in efforts to defer or reduce costs while the Company continues to build a market and demand for its indoor air quality B2B business.
Based on the current liquidity position of the Company and delays in its IoT cloud deployment independence and orders from the B2B business, our board of directors and management have been exploring, and are continuing to explore, various capital raising opportunities, including but not limited to this rights offering. Some or all of the net proceeds from any capital raise would be used to invest in cost reduction programs associated with our products and services, conducting research and development and funding operations. The Company is seeking to raise at least $10 million in gross proceeds in this rights offering.
The Company is currently in discussions with its principal lender, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), to restructure its indebtedness. As of June 30, 2023, we had $4.3 million outstanding under a senior term loan with SVB, accruing interest at 9.25%, and maturing in March 2028, and $30 million outstanding under a mezzanine loan with SVB, accruing interest at 14.25%, and maturing in March 2028. It is a condition to closing this rights offering that we reach an agreement with SVB to restructure our indebtedness. In addition, the Company’s subsidiary has a legacy building lease in a building which the Company is currently in the process of winding down. Since May 2023, payments for rent under this lease have been obtained by the landlord from the subsidiary’s previously posted cash letter of credit. That letter of credit will be depleted by approximately mid-September 2023. The Company, its subsidiary, and the landlord are in ongoing discussions concerning the termination of that legacy lease. It is a condition to closing this rights offering that we renegotiate the lease on terms acceptable to us.
The Company has the aforementioned and other significant liabilities and will need to complete this rights offering or obtain funds from other sources in the third quarter of 2023 in order to fund operations through the balance of 2023 and in 2024. Such funds would also afford the Company time to explore and take advantage of growth opportunities and identify potential strategic partnerships or effect the sale of the Company. There can be no assurance that this rights offering will be successful, that the Company’s subsidiary will reach a mutually acceptable termination agreement with its landlord on the legacy building lease, that the Company could obtain funds from other sources, that the Company will reach an agreement with SVB, on acceptable terms and conditions, or that any cost-cutting measures will be sufficient to continue operations. If the Company cannot achieve any of the foregoing, the Company will not be able to continue as a going concern and will need to continue to explore restructuring and reorganization initiatives.
Merger Agreement with Aura
On February 26, 2023, we entered into a merger agreement with Aura Smart Air Ltd. (“Aura”), a company organized under the laws of the State of Israel (the “Merger Agreement”).
As previously disclosed, on August 14, 2023, we informed Aura that we were terminating the Merger Agreement, in accordance with Section 8.02 and Section 8.01(c)(i) of the Merger Agreement. We believe that Aura has committed a material and incurable breach of Section 6.02 of the Merger Agreement such that we are entitled to terminate the Merger Agreement pursuant to Section 8.01(c)(i)(B) of the Merger Agreement. On August 14, 2023, Aura notified us that it disputed the termination of the Merger Agreement

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and believes that we have breached Section 6.09 of the Merger Agreement. We are highly confident that we are not in breach of the Merger Agreement.
Notwithstanding Molekule’s termination of the Merger Agreement for, among other things, Aura’s failure to operate its business in the ordinary course, we had intended to continue discussions with Aura regarding future sales, marketing and technology collaboration and had intended to continue discussions regarding the parties’ current arrangements in connection with, and certain disagreements under, the surviving stand-alone Technology Collaboration Agreement and Co-Distribution Agreement entered into contemporaneously with the Merger Agreement. However, on August 22, 2023, Aura publicly reported that it had received notice from its supplier that provides IoT connectivity services to Aura’s products that such supplier had unilaterally disconnected all Aura products from the supplier’s cloud services, so that the data from the sensors installed in Aura’s products are no longer being transferred to Aura and, as a result, cannot be displayed on Aura’s platform and application used by Aura’s end customers, as part of the product’s characteristics, and Aura has no possibility to control the characteristics of the various remote products. As a result, the Aura devices that Molekule sold and previously offered to sell through the Co-Distribution Agreement will no longer transmit data to or from Aura supplier’s cloud and thus will not have IoT functionality, including control and monitoring. Molekule’s legacy products do not depend on Aura’s supplier’s services and thus will not be impacted by such supplier’s suspension of Aura’s product IoT connectivity capabilities. The Company does not believe this will have a material adverse effect on its business. The Company continues to evaluate the impact of this development on its business..

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RISK FACTORS
Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors set forth below, the other information contained in this prospectus and any other risks described in our filings with the SEC, including but not limited to under the section entitled “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended or supplemented, including by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any of these risks could materially and adversely affect our business, financial condition, results of operations, liquidity and cash flows. In such a case, you may lose all or part of your investment. The risks described below and referenced above are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, results of operations, liquidity and cash flows. If any of the risks or uncertainties described in this prospectus, the documents incorporated by reference herein or our other SEC filings or any such additional risks and uncertainties actually occur, our business, financial condition or results of operations could be materially and adversely affected, which could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this prospectus, the documents incorporated by reference herein or our other SEC filings or presented elsewhere by management from time to time. In that case, the trading price of our common stock could decline and you could lose all or part of your investment. Please also see the section of this prospectus titled “Special Note Regarding Forward-Looking Statements.”
Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock
If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements.
We have limited funds and are dependent upon the consummation of the rights offering to fund our working capital needs. If we fail to consummate this rights offering or obtain funds from other sources in the third quarter of 2023, we will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives.
Moreover, we are dependent upon the consummation of the rights offering to fulfill our obligations under our senior term loan and mezzanine term loan with SVB. As of June 30, 2023, we had $4.3 million outstanding under the senior term loan, accruing interest at 9.25%, and maturing in March 2028, and $30 million outstanding under the mezzanine loan, accruing interest at 14.25%, and maturing in March 2028. Both loan agreements require us to maintain a minimum cash balance of $2.0 million. We are also required to generate revenue of at least $50 million for the twelve months ended March 31, 2024. Non-compliance with this requirement may result in the debt maturity dates becoming accelerated. Management has been in discussions with SVB to restructure its indebtedness under these loan agreements. It is a condition to closing this rights offering that we reach an agreement with SVB to restructure our indebtedness. There can be no assurance, however, that such an agreement will be reached.
We incurred a net loss of $34,902,648 during the six months ended June 30, 2023 and net cash used in operating activities was $27,329,771 for the six months ended June 30, 2023. In addition, our accumulated deficit was $42,819,443 at June 30, 2023. If we do not consummate the rights offering, we could face a default and acceleration of our debt and other obligations.
There can be no assurance that this rights offering will be consummated. If we fail to consummate this rights offering, we will be forced to seek alternative sources of capital to support our business operations, which may not be available. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuance of incentive awards under equity employee incentive plans, which may have additional dilutive effects to existing stockholders. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash

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expenses in connection with certain securities we may issue such as convertible notes and warrants, which will adversely impact our financial condition and results of operations.
Even if the Rights Offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.
We have concluded that our recurring losses from operations, recurring cash used in operating activities, accumulated deficit, expected working capital needs to fund our combined operations and new debt obligations as a result of our merger with Molekule, Inc. in January 2023 raise substantial doubt about our ability to continue as a going concern.
We believe that our existing cash and cash equivalents, together with the net proceeds of approximately $      million from this rights offering, assuming that the rights offering is consummated and fully subscribed, may not enable us to fund our operating expenses and capital expenditure requirements beyond 2024. Our future viability is dependent on our ability to raise additional capital to finance our operations in the future.
Accordingly, even if the rights offering is completed, we will be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Although we have successfully raised capital in the past, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all. If we fail to raise capital as and when needed, we will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives.
The subscription price determined for this rights offering is not necessarily an indication of our value.
In determining the subscription price, our board of directors considered a number of factors, including, but not limited to, the current and historical trading prices of our common stock on the Nasdaq Capital Market; the price at which stockholders might be willing to participate in the rights offering; the value of the preferred stock (and the common stock issuable upon conversion thereof) being issued as a component of the Unit; the value of the warrant (and the common stock issuable upon exercise thereof) being issued as a component of the Unit; our need for additional capital and liquidity; the cost of capital from other sources; and comparable precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the subscription price and the discount that the subscription price represented to the immediately prevailing closing prices for those offerings.
The subscription price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the subscription price. You should not consider the subscription price as an indication of the value of the Company or our common stock.
Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our common stock.
If we fail to satisfy Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. For example, failing to meet the minimum closing bid price of $1.00 for 30 consecutive trading days constitutes non-compliance with a Nasdaq continuing listing standard. On August 30 and August 31, 2023, the closing bid price for our common stock was below $1.00. If we fail to comply with the minimum closing bid price requirement, Nasdaq will send us a deficiency notice, and thereafter, if our common stock does not close at a minimum bid price of $1.00 or more for ten consecutive trading days within 180 calendar days of our receipt of such deficiency notice, Nasdaq may institute proceedings to delist our common stock.
A delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our

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securities, prevent our securities from dropping below Nasdaq’s minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
The rights offering may cause the price of our common stock to decline.
Depending upon the market price of our common stock at the time of our announcement of the rights offering and its terms, including the subscription price, together with the number of shares of common stock issuable upon conversion or exercise of the preferred stock and warrants we could issue if the rights offering is completed, the rights offering may result in a decrease in the market price of our common stock. This decrease may continue during and after the completion of the rights offering. If that occurs, you may have committed to purchase shares of our common stock at a price greater than the prevailing market price. Further, if a substantial number of subscription rights are exercised and holders of the acquired shares of common stock received upon conversion or exercise of the preferred stock and warrants received in the rights offering choose to sell some or all such shares of common stock, the resulting sales could depress the market price of our common stock.
Because you may not revoke or change your exercise of the subscription rights, you could be committed to buying shares above the prevailing market price at the time the rights offering is completed.
Once you exercise your subscription rights, you may not revoke or change the exercise. The market price of our common stock may decline before the subscription rights expire. If you exercise your subscription rights and, afterwards, the market price of our common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price and could have an immediate unrealized loss.
Our common stock is traded on the Nasdaq Capital Market Exchange under the symbol “MKUL,” and the closing sale price of our common stock on August 31, 2023 was $0.93 per share. There can be no assurances that the market price of our common stock will equal or exceed the subscription price at the time of exercise or at the expiration of the subscription rights offering period.
You may not be able to resell any shares of our common stock issuable upon conversion or exercise of the shares of preferred stock and warrants that you purchase pursuant to the exercise of subscription rights immediately upon expiration of the subscription rights offering period or be able to sell such shares of common stock at a price equal to or greater than the subscription price.
If you exercise subscription rights, you may not be able to resell the common stock issuable upon conversion or exercise of the shares of preferred stock and warrants purchased by exercising your subscription rights until you, or your broker, custodian bank or other nominee, if applicable, have received those securities and converted and/or exercised such securities (as applicable). Moreover, you will have no rights as a stockholder with respect to the shares of common stock underlying the securities you purchased in the rights offering until we issue the shares of common stock to you. Although we will endeavor to issue the shares of preferred stock and warrants as soon as practicable after completion of the rights offering, after all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and the time that these securities are issued. In addition, we cannot assure you that, following the exercise of your subscription rights, you will be able to sell the common stock issuable upon conversion or exercise of the preferred stock and warrants (as applicable) at a price equal to or greater than the price you effectively paid per share of such common stock.
You may not receive all of the Units for which you subscribe.
While we are distributing to holders of shares of our common stock and the Participating Warrant one (1) subscription right for every share of common stock owned or deemed to be owned, on the Record Date, we are seeking to raise at least $10 million in gross proceeds in this rights offering. As a result, based on 34,654,459 shares of common stock outstanding as of August 9, 2023 and the 2,305,000 shares of common stock issuable upon exercise of the Participating Warrant, and assuming we do not issue additional shares of common stock, we would grant subscription rights to acquire 36,959,459 Units but will only accept subscriptions for 10,000 Units. Accordingly, enough Units may not be available to honor your subscription in full. If excess Units are available after the exercise of basic subscription rights, holders who fully exercise

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their basic subscription rights will be entitled to subscribe for an additional number of Units. Over-subscription privileges will be allocated pro rata among rights holders who over-subscribed to the extent there is insufficient unsubscribed Units to accommodate all over-subscription requests in full. We cannot guarantee that you will receive any or the entire number of Units for which you subscribed. If for any reason the number of Units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.
We may not be permitted to make current payment of dividends on the preferred stock.
Under Delaware law, we may only pay dividends or make distributions to our stockholders from our surplus (as determined in accordance with the Delaware General Corporation Law) or our net profits for the current fiscal year or the fiscal year before which the dividend or distribution is declared under certain circumstances. Therefore, our ability to pay dividends and make any other distributions in the future will depend upon our financial results, liquidity and financial condition.
If you do not exercise your subscription rights in full, your interest in the Company may be diluted as a result of this rights offering.
If you choose not to exercise your subscription rights, you will retain your current number of shares of our common stock. If other holders of rights fully exercise their subscription rights or exercise a greater proportion of their subscription rights than you exercise, and such stockholders ultimately convert or exercise (as applicable) their shares of preferred stock and warrants received in the rights offering, the percentage of our common stock owned by these other securityholders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted. Further, the shares of common stock issuable upon exercise of the warrants to be issued in the rights offering will dilute the ownership interest of stockholders and holders of warrants who do not participate in the rights offering or do not exercise their warrants.
We may cancel the rights offering at any time prior to the expiration of the rights offering period for any reason, and neither we nor the subscription agent will have any obligation to you except to return your subscription payment.
We may at our sole discretion cancel the rights offering at any time and for any reason prior to the expiration of the rights offering period. If we elect to cancel the rights offering, neither we nor the subscription agent will have any obligation with respect to the subscription rights except to return to you, without interest or deduction and as soon as practicable, any subscription payments.
We may amend or modify the terms of the rights offering at any time prior to the expiration of the rights offering in our sole discretion.
Our board of directors reserves the right to amend or modify the terms of the rights offering in its sole discretion for any reason, including, without limitation, in order to increase participation in, or increase or decrease the size of, the rights offering. Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated. If we should make any fundamental changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder, without interest, and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of the rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the rights offering and the new expiration date. The terms of the rights offering cannot be modified or amended after the expiration date of the rights offering.

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This rights offering may limit our ability to use some or all of our net operating loss carryforwards in the future.
As of December 31, 2022, we had federal and state NOL carryforwards of approximately $9,231,000 and $6,908,000, respectively, and federal research and development (“R&D”) credit carryforwards of approximately $68,000 that could be available to offset our future federal taxable income. If not utilized, the federal R&D credits will begin to expire in 2041. Our ability to utilize NOLs and R&D credit carryforwards to offset our future taxable income would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the Code. In general, an “ownership change” occurs whenever the percentage of the stock of a corporation owned by “5-percent stockholders” ​(within the meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned by such “5-percent stockholders” at any time over the testing period. Further, individuals purchasing in the rights offering will likely be aggregated together to constitute a group for Section 382 purposes to count toward an ownership change.
The Company has not undertaken an analysis of whether it has undergone an ownership change. However, it is likely that our merger with Molekule, Inc. resulted in an ownership change for this purpose. An ownership change under Section 382 of the Code would establish an annual limitation which may significantly limit the amount of NOLs and credits we could utilize to offset our taxable income in any single year. Limitations imposed on our ability to utilize NOLs could cause U.S. federal income taxes to be paid earlier than would be paid if such limitations were not in effect.
It is possible that the issuance of shares pursuant to exercised rights under this rights offering will cause an ownership change. Also, even if this rights offering does not cause an ownership change, it could increase the likelihood that we may undergo an ownership change for purposes of Section 382 of the Code in the future. Although the Company is restricting the ability of shareholders to acquire more than 4.99% of its issued and outstanding shares of common stock following the closing of the rights offering, such restrictions are subject to waivers that may be granted by the board of directors and, furthermore, there is no guarantee that these restrictions will prevent an ownership change from occurring as a result of the rights offering or a future transaction.
If you do not act promptly and follow the subscription instructions, your exercise of subscription rights may be rejected.
Rights holders that desire to purchase Units in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration date of the rights offering. If you are a beneficial owner of our common stock you must act promptly to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. We are not responsible if your broker, dealer, custodian bank or other nominee fails to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering prior to the expiration of the rights offering period, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the subscription agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the exercise of your subscription rights properly and timely follows the subscription procedures.
If you make payment of the subscription price by personal check, your check may not clear in sufficient time to enable you to purchase Units in the rights offering.
Any personal check used to pay the subscription price in the rights offering must clear prior to the expiration date of the rights offering, and the clearing process may require five or more business days. As a result, if you choose to use a personal check to pay the subscription price, it may not clear prior to the expiration date, in which event you would not be eligible to exercise your subscription rights. You may eliminate this risk by paying the total subscription price by transmitting such via wire transfer of immediately

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available funds directly to the account maintained by the subscription agent. See the section of this prospectus titled “Rights Offering” for more information.
The receipt of subscription rights may be treated as a taxable dividend to you.
The U.S. federal income tax consequences of the rights offering to stockholders will depend on whether the rights offering is part of a “disproportionate distribution.” We intend to take the reporting position that the subscription rights issued to common stockholders pursuant to the rights will not be a taxable distribution with respect to your existing common stock. However, it is possible that the IRS could successfully challenge our reporting position and assert that the rights offering is a taxable distribution. For a discussion of the tax consequences if this distribution is non-taxable and the tax consequences if it is taxable, see the discussion in “U.S. Federal Income Tax Considerations.”
The subscription rights and Units are non-transferable and thus there will be no market for them.
You may not sell, transfer or assign your subscription rights or Units to anyone else. We do not intend to list the subscription rights on any securities exchange or any other trading market. Because the subscription rights are non-transferable, there is no market or other means for you to directly realize any value associated with the subscription rights.
There is no public market for the preferred stock included in the Units.
There is no established public trading market for the preferred stock, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the preferred stock on any securities exchange or recognized trading system. Purchasers of the preferred stock may be unable to resell their shares of preferred stock or sell them only at an unfavorable price for an extended period of time, if at all.
Absence of a public trading market for the warrants included in the Units may limit your ability to resell the warrants.
There is no established trading market for the warrants, and we do not expect a market to develop. We do not intend to list the warrants for trading on Nasdaq Capital Market or any other securities exchange or market. Without an active market, we cannot assure you that you will be able to sell or otherwise transfer the warrants and you may not realize any value from the warrants by attempting to sell or otherwise transfer them for consideration.
The market price of our common stock may not remain above the exercise price of the warrants.
As of August 31, 2023, the closing price for our common stock was $0.93 per share. The warrants being issued in connection with this rights offering become exercisable upon issuance and will expire five years from the date of issuance. The market price of our common stock may not remain above the exercise price of the warrants for any or all of the period between the issuance of the warrants and their expiration. Any warrants not exercised by their date of expiration will expire with no value and we will be under no further obligation to the warrant holder in respect of such warrants.
Our failure to maintain continued compliance with the listing requirements of the Nasdaq Capital Market exchange could result in the delisting of our common stock.
Our common stock has been listed on the Nasdaq Capital Market since November 2021. The rules of the Nasdaq Capital Market provide that shares will be delisted from trading in the event the share price of our common stock fails to meet the minimum closing bid price requirement, the financial condition and/or operating results of the Company appear to be unsatisfactory, the extent of public distribution or the aggregate market value of our common stock has become so reduced as to make further dealings on the Nasdaq Capital Market inadvisable, the Company has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company, or the Company has failed to comply with its listing agreements with the Nasdaq Capital Market.
The delisting of our common stock from the Nasdaq Capital Market would reduce the trading volume and liquidity in our common stock and may likely lead to decreases in the trading price of our common stock.

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The delisting of our common stock may also materially impair our stockholders’ ability to buy and sell shares of our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital.
We will have considerable discretion over the use of the proceeds of the rights offering. Because our management will have broad discretion over the use of the net proceeds, you may not agree with how we use the proceeds, and we may not invest the proceeds successfully.
We have not determined the amount of net proceeds that we will apply to various corporate purposes. Our board of directors and management will have considerable discretion in the application of the net proceeds from this rights offering, and it is possible that we may allocate the proceeds differently than investors in the rights offering may desire or that we may fail to maximize the return on these proceeds. Accordingly, you will be relying on the judgment of our management with regard to the use of the proceeds from the rights offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for the Company.
Holders of our preferred stock and warrants will have no rights as a common stockholder until such holders convert or exercise their preferred stock or warrants, respectively, and acquire our common stock.
Until holders of preferred stock or warrants acquire shares of our common stock upon conversion or exercise of the preferred stock or warrants, respectively, holders of such securities will have no rights with respect to the shares of our common stock underlying such preferred stock or warrants. Upon conversion or exercise of the preferred stock or warrants, respectively, and their receipt of the resulting shares of common stock, the holders thereof will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date. Prior to conversion, holders of preferred stock will have limited voting rights.
The PIPE Warrants contain anti-dilution provisions that may cause significant dilution to our stockholders.
As of August 9, 2023, the PIPE Warrants were outstanding and exercisable to purchase an aggregate of up to 13,180,000 shares of our common stock. The 2022 Warrant, Series A Warrant and Series B Warrant have exercise prices of $2.00, $1.60 and $1.84, respectively, and the Pre-Funded Warrant had a purchase price of $1.59 per underlying share of common stock with a nominal exercise price. The PIPE Warrants contain certain anti-dilution provisions. For example, the 2022 Warrant, the Series A Warrant and the Series B Warrant include provisions that, subject to limited exceptions, would reduce their respective exercise prices in the event that we issue rights to all holders of our common stock (and not to the holder thereof). The exercise price of the 2022 Warrant, Series A Warrant and Series B Warrant may need to be adjusted as a result of the issuance of the preferred stock and the warrants in the rights offering, depending on the final pricing terms.
Changes in tax law, and the recently enacted Inflation Reduction Act of 2022, may adversely impact the Company and the value of our subscription rights, shares of our common stock and preferred stock, and warrants.
Changes to U.S. tax laws or other tax laws in jurisdictions in which we operate (which changes may have retroactive application) could adversely affect the Company or holders of our subscription rights, shares of our common stock and preferred stock, and warrants. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.
Since the warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.
In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their warrants or may receive an amount less than they would be entitled to if they had exercised their warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

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Holders of Preferred Stock may be Required to Recognize Income on Constructive Distributions
If the redemption price of preferred stock exceeds its issue price by more than a de minimis threshold, such excess may be treated as a constructive distribution of additional stock that is included in income if either (i) the likelihood of a Deemed Liquidation Event is not considered remote, or (ii) the Company is more likely than not to exercise its rights to redeem the preferred stock, in each case, within the meaning of the regulations promulgated under Section 305 of the Code. In addition, holders of our preferred stock may be treated as receiving constructive distributions in an amount equal to the annual dividend yield on our preferred stock even if such amounts are not actually paid in cash. U.S. Holders and Non-U.S. Holders (as defined below) may be required to treat any such amounts as dividend income. There are significant uncertainties regarding the timing in which such constructive distributions must be recognized and the amounts thereof. See the discussion below under “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to U.S. Holders — Redemption Premium on Preferred Stock” and “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to Non-U.S.Holders — Redemption Premium on Preferred Stock.”
The Preferred Stock may be Treated as Section 306 Stock
In general, under Section 306 of the Code, preferred stock received on exercise of subscription rights may constitute “Section 306 stock” and be subject to special tax rules requiring recognition of ordinary income on a disposition of such stock, unless: (i) the Company does not have any current or accumulated earnings and profits for the current year, or (ii) holders are able to establish to the satisfaction of the IRS that the distribution of subscription rights and subsequent disposition of preferred stock was not in pursuance of a plan having one of its principal purposes the avoidance of United States federal income tax. There can be no assurance, however, that any particular stockholder will be able to avoid Section 306 ordinary income treatment under these rules. If our preferred stock is considered Section 306 stock, holders may be required to recognize dividend income on certain dispositions of our preferred stock and may be unable to claim any losses with respect to dispositions of our preferred stock. See the discussion below under “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to U.S. Holders — Section 306 Stock” and “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to Non-U.S. Holders — Section 306 Stock.”
Risks Related to Our Business
Investors should carefully consider the risks and uncertainties and all other information contained or incorporated by reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, as may be amended from time to time, and in subsequent SEC filings that are incorporated herein by reference, as well as the risks described below. All these risk factors are incorporated by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned in this prospectus.
Our audited consolidated financial statements include a note regarding substantial doubt about our ability to continue as a going concern.
As set forth in Note 1 of the audited consolidated financial statements incorporated by reference into this prospectus, we have concluded that our recurring losses from operations, recurring cash used in operating activities, accumulated deficit, expected working capital needs to fund our combined operations and new debt obligations as a result of our merger with Molekule, Inc. in January 2023 raise substantial doubt about our ability to continue as a going concern, due to the risk that we may not have sufficient cash and liquid assets at December 31, 2022 to cover our operating and capital requirements for the period through March 31, 2024; and if sufficient cash cannot be obtained, we would have to substantially alter, or possibly even discontinue, operations.

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We incurred a net loss of $34,902,648 during the six months ended June 30, 2023 and our net cash used in operating activities was $27,329,771 for the six months ended June 30, 2023. In addition, our accumulated deficit was $42,819,443 and we had cash of $5,269,376 at June 30, 2023. Management’s plans to fund our operations include raising capital, managing costs and generating sufficient revenues to offset costs.
There can be no assurances that we will be able to secure any such additional financing on acceptable terms and conditions, which would have a material adverse effect on our business, financial condition and results of operations. If we cannot successfully continue as a going concern, our investors may lose a large proportion of or even their entire investment.
We may not be successful in implementing our proposed business strategy.
We may not be successful in implementing our proposed business strategy. In order to be successful, we will need to, among other things:
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successfully establish our technology and brand;
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establish a commercial footprint;
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accelerate development of prototypes and market introduction of our devices and other novel applications of our proprietary SteriDuct and PECO technologies;
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increase revenues from our B2B channel;
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capitalize on our collaboration with experts in aerospace;
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explore opportunities for collaboration; and
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•
identify opportunities to establish industry leadership domestically and internationally.
​
We cannot assure you that we will be able to meet these objectives. Notwithstanding the development of Molekule 360 hub (our indoor air quality management solution), integration of software and device technologies and satisfactory performance in our direct to consumer and retail revenues, revenues from our B2B channel have performed below the Company’s expectations and, as a result, the Company is reducing its cost base. Backlog and orders for our new indoor air quality solutions from enterprise and commercial customers have fallen below expectations, resulting in efforts to defer or reduce costs while the Company continues to build a market and demand for its indoor air quality B2B business. A failure to meet our business plans and expectations would have a material adverse effect on our business, financial condition and results of operations.
A failure by us and our subsidiary to terminate a legacy building lease in a building that the Company is currently in the process of winding down would adversely impact our business, financial condition and results of operations.
Our subsidiary has a legacy building lease in a building that the Company is currently in the process of winding down. Since May 2023, payments for rent thereunder have been obtained by the landlord from the subsidiary’s previously posted cash letter of credit. That letter of credit will be depleted by approximately mid-September 2023.
We, our subsidiary, and the landlord are in ongoing discussions concerning the termination of that legacy lease. A failure by us and our subsidiary to terminate the legacy lease on terms acceptable to us would adversely impact our business, financial condition and results of operations.
The Company is in the process of negotiating the termination of several arrangements with contract manufacturers based upon legacy purchase orders without formal contracts, and the outcome of these negotiations remains uncertain but could result in the Company procuring inventories for product offerings with declining demand, which may result in higher levels of inventory and a lower cash balance.
The Company has product supply arrangements with several contract manufacturers, which are documented in the form of purchase orders, and not formal product supply agreements, which would normally include, among other terms, initial pricing, duration of the arrangement, initial purchase

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requirements, termination rights of the parties and other standard contractual terms. The Company’s requirements for its product offerings has shifted over the past 12-18 months, which, if continued, could warrant modification or termination of these supply arrangements. The Company has had preliminary discussions with these suppliers regarding the termination of the respective arrangement. The Company believes the cancelation of these arrangements, if consummated, may result in final purchases of inventory by the Company over agreed upon periods at specified pricing. The Company currently estimates that the aggregate amount of such final purchases could be between $4.5 million and $5.0 million. However, there can be no assurance that such discussions will be successful. In the event that these purchase arrangements are terminated, the Company would likely procure inventories for product offerings that would result in higher levels of inventories and lower cash balances and which could adversely impact the Company’s cash flows and liquidity.

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USE OF PROCEEDS
We will not receiveAssuming the rights offering is fully subscribed, including any over-subscription privilege, we expect the net proceeds from the sale of sharesthe securities that we are offering to be approximately $      million, after deducting estimated offering expenses payable by us, and excluding any proceeds received upon exercise of any warrants.
We intend to use the net proceeds from this rights offering for working capital and general corporate purposes. The net proceeds obtained from the rights offering, assuming it is successfully consummated, will enable us to restructure our capital structure. The net proceeds obtained from the rights offering will also provide necessary capital to fund our working capital needs, execute our current business plans and fund business operations through 2024. In addition, the capital raised through the rights offering may facilitate our ability to pursue strategic alternatives, including a potential sale of the Company. Some of the net proceeds may also be used to manage and help alleviate costs associated with developing our products and services, conducting research and development and funding operations.
Our expected use of net proceeds from this rights offering represents our current intentions based upon our present plans and business condition. The amounts and timing of our common stock being offered for sale by the Selling Stockholder.
However, upon the cash exerciseactual use of the warrant, wenet proceeds will receive the exercise price of such warrant, for an aggregate amount of $16.5 million if the warrant is exercised in full. There is no assurance the warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which will be exercised or the period in which they will be exercised.
Our managementvary depending on numerous factors. Management will have broad discretion as toin the application of the net proceeds, generated fromand investors will be relying on our judgment regarding the exerciseapplication of the warrant. Our management may usenet proceeds. Pending the uses described above, we intend to invest the net proceeds for corporate purposes that may not improve our financial conditionin interest-bearing investment-grade securities or the market value of our common stock.
The Company gained U.S. Food and Drug Administration (FDA) clearance to market and sell Pūrgo as a Class II Medical Device on June 1, 2022. The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may use the proceeds of the warrant exercises, if any, together with other sources of capital, to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensor and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.deposits.
 
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DIVIDEND POLICYDILUTION
WePurchasers of our common stock, which is issuable upon conversion of the preferred stock and upon exercise of the warrants contained in the Units, will experience an immediate dilution of the net tangible book value per share of our common stock. The net tangible book value of our common stock as of June 30, 2023 was approximately $(25.6) million, or approximately $(0.75) per share. Net tangible book value per share represents the amount of our total tangible assets, excluding goodwill and intangible assets, less total liabilities divided by the total number of shares of our common stock outstanding.
Dilution per share of common stock represents the difference between the amount paid by purchasers of Units in this offering and the net tangible book value per share of our common stock immediately following the completion of this rights offering.
After giving effect to the assumed sale of 10,000 Units in the rights offering at the subscription price of $1,000 per Unit, paid in cash, and assuming immediate conversion of all 10,000 shares of preferred stock and no exercise of the warrants, after deducting our estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2023 would have not paid any cash dividends onbeen approximately $      million or approximately $      per share. This represents an immediate increase in pro forma net tangible book value of approximately $      per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $      per share to purchasers in this rights offering, as illustrated by the following table:
​Preferred stock conversion price​​​$​​
​Net tangible book value per common share as of June 30, 2023​​​$(0.75)​​
​Increase in net tangible book value per common share attributable to this rights offering​​​$​​
​Pro forma net tangible book value per common share as of June 30, 2023 after giving effect to this rights offering​​​$​​
​Dilution in net tangible book value per common share to purchasers in this rights offering​​​$​​
The discussion of dilution, and the table quantifying it, assume no exercise of the PIPE Warrants or the warrants exercisable into       shares of common stock issued during this offering, or other potentially dilutive securities. The exercise of potentially dilutive securities having an exercise price less than the effective price paid per share of common stock issuable upon conversion or exercise of the preferred stock and warrants, respectively, would increase the dilutive effect to date. new investors.
The paymentforegoing discussion and table above is based on 34,046,500 shares of cash dividends incommon stock outstanding as of June 30, 2023 and excludes the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be declared at the discretionfollowing potentially dilutive securities as of our Board. It is the current intentionJune 30, 2023:
•
13,180,000 shares of our Board to retain all earnings, if any, for use in our business operations, and accordingly, our Board does not anticipate declaring any dividends in the foreseeable future. See the section entitled “Risk Factors — Risks associated with our common stock — We have never declared dividendsissuable upon the exercise of the PIPE Warrants; and do not intend to.”
Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out​
•
2,530,859 shares of our net profitscommon stock that remain available for future issuance under our 2021 Incentive Award Plan, Director Deferred Compensation Plan and Employee Stock Purchase Plan.
​
To the fiscal year in whichextent that the dividend is declaredPIPE Warrants or the preceding fiscal year. There is no assurance that wewarrants contained in the Units are exercised or additional shares of common stock, or securities convertible into or exercisable to subscribe for additional shares of our common stock, are issued pursuant to any of our 2021 Incentive Award Plan, Director Deferred Compensation Plan or our Employee Stock Purchase Plan, there will be ableadditional dilution per share to satisfy these statutory requirementsthe investors purchasing Units in the future.this rights offering.
 
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BUSINESSRIGHTS OFFERING
OverviewSubscription Rights
AeroClean Technologies is an interior space air purification technology company. Our immediate objective isWe are distributing to initiate the full-scale commercializationholders of our high-performance interior air sterilizationcommon stock and disinfection productsthe Participating Warrant, at no charge, non-transferable subscription rights to purchase Units at a subscription price per Unit equal to $1,000. Each subscription right will entitle you to purchase one (1) share of our preferred stock and a warrant to purchase       shares of our common stock. Each holder will receive one subscription right for each whole share of our common stock owned or deemed to be owned (in the eradication of harmful airborne pathogens, including COVID-19.
We were established to develop unmatched, technology-driven medical-grade air purification solutions for hospitals and other healthcare settings. The onsetcase of the COVID-19 global pandemic underscoresParticipating Warrant) as of the urgencyRecord Date. Each subscription right entitles the rights holder to a basic subscription right and an over-subscription privilege.
Basic Subscription Right
Your basic subscription right will entitle you to purchase Units, each comprised of bringingone (1) share of preferred stock and a warrant to market air purification solutionspurchase       shares of our common stock, at the subscription price of $1,000 per Unit. For example, if you own 100 shares of common stock on the Record Date, you will receive 100 subscription rights to help protect front-line healthcare workers, patientspurchase 100 shares of preferred stock and a warrant to purchase       shares of common stock for a total payment of $100,000. You may exercise all or a portion of your basic subscription right or you may choose not to exercise your basic subscription right at all. If you do not exercise your basic subscription right in full, you will not be entitled to exercise your over-subscription privilege.
In addition, sufficient Units may not be available to honor your basic subscription right in full. While we are distributing one subscription right for every share of common stock owned or deemed to be owned (in the case of the Participating Warrant) on the Record Date, we are seeking to raise at least $10 million in gross proceeds in this rights offering. As a result, we would grant subscription rights to acquire 36,959,459 Units, based on 34,654,459 shares of common stock outstanding as of August 9, 2023 (and assuming we do not issue additional shares of common stock). However, we will only accept subscriptions for 10,000 Units.
If exercises of the basic subscription right exceed the number of Units available in the rights offering, we will allocate the available Units pro rata among the rights holders exercising the basic subscription right in proportion to the number of shares of our common stock each of those rights holders owned or is deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right. If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription right, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the general population.
Interior air sterilization and disinfection solutions are critical for enabling and furthering societal transition to a safe, post-COVID-19 environment and for protecting patients, particularly immunocompromised patients, and staff in medical and healthcare facilities.
We incorporate our proprietary, patented UV-C LED technology in equipment and devices to reduceremaining Units will be allocated among all other rights holders exercising their basic subscription right on the exposure of occupants of interior spaces to airborne particles and pathogens. These spaces include hospital and non-hospital healthcare facilities (such as outpatient chemotherapy and other infusion facilities and senior living centers and nursing homes), schools and universities, commercial properties and other indoor spaces.
In July 2021, we completed the development stage of our first device, the Pūrgo room air purification unit, including design and independent testing and certification, as well as the scale-up of manufacturing, and began commercial production and sales. Pūrgo’s launch also marks the debut of our go-to-market strategy for SteriDuct, the Company’s patented air purification technology. We intend to incorporate SteriDuct into a broad line of autonomous air treatment devices. In February 2022, we debuted a prototype of Pūrgo Lift, our air purification solution for elevators and other wall-mount applications, and since then certain of our customerssame pro rata basis described above. The proration process will be repeated until all shares have been testing and evaluating Pūrgo Liftallocated.
If for future deployment in their facilities.
To support the transition to commercial operations, in July 2021, we also completed the build out of our corporate headquarters in Palm Beach Gardens, Florida, which includes our warehouse and distribution facility, as well as the site for our future service operations.
Our products are being designed and engineered to exceed the rigorous standards set by the FDA for Class II medical devices used for interior air sterilization and disinfection products. In June 2022, the FDA granted our Pūrgo technology 510(k) clearance for use in healthcare and other markets for which product performance to reduceany reason the amount of certain airborne particlesUnits allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the rights offering has expired and infectious microbesall prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.
Over-Subscription Privilege
If you exercise your basic subscription right in full on a timely basis, you may also choose to exercise your over-subscription privilege. You will only be able to actually purchase additional Units pursuant to your over-subscription privilege if other eligible rights holders do not fully exercise their basic subscription rights and there are Units that remain unsubscribed at the expiration of the rights offering.
Subject to proration, if applicable and as described herein, we will seek to honor the over-subscription requests in full. If requests pursuant to the over-subscription privilege exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those rights holders owned or is deemed to own (in the case of the Participating Warrant) on the Record Date, relative

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to the number of shares of our common stock owned or deemed owned by all rights holders exercising the over-subscription privilege on the Record Date. If this pro rata allocation results in any rights holder receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the over-subscription privilege, then such rights holder will be allocated only that number of Units for which the rights holder oversubscribed, and the remaining Units will be allocated among all other rights holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. The subscription agent for the rights offering will determine the over-subscription allocation based on the formula described above.
The table below illustrates the proration methodology, assuming hypothetically that (i) there are 1,000 Units that remain unsubscribed at the expiration of the rights offering, (ii) there are 10,000 shares of common stock outstanding as of the applicable record date, (iii) other than the three rights holders set forth in the table below, no other rights holders elect to exercise their over-subscription privilege and (iv) the three rights holders, each of whom has timely and fully exercised its basic subscription right with respect to all of the basic subscription rights it holds, elect to exercise their over-subscription privilege for the amount of shares set forth below:
​​​A​​B​​C​​D​​E​​F​​G​​H​
Holder​​
Common
Stock as
of Record
Date
​​
Basic
Subscription
Rights(1)
​​
Over-
Subscription
Request
​​
Units
Allocated
(1st round)(2)
​​
Units
Allocated
in Excess
of Request(3)
​​
Units to
be Issued
(1st Round)(4)
​​
Units to
be Issued
(2nd round)(5)
​​
Total
Units
Issued
​
​Rights​​Units​
1​​​​5,000​​​​​5,000​​​​​5,000​​​​​3,000​​​​​588​​​​​—​​​​​588​​​​​12​​​​​600​​
2​​​​2,500​​​​​2,500​​​​​2,500​​​​​2,000​​​​​294​​​​​—​​​​​294​​​​​6​​​​​300​​
3​​​​1,000​​​​​1,000​​​​​1,000​​​​​100​​​​​118​​​​​18​​​​​100​​​​​—​​​​​100​​
Total​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​982​​​​​18​​​​​1,000​​
​
(1)
The total shares of common stock used in the denominator for the first over-subscription round and second over-subscription round is determined as follows:
​
Holder​​
Common Stock
as of Record
Date
​​
Common Stock
Included in
1st Round
Denominator
​​
Common Stock
Included in
2nd Round
Denominator
​
1​​​​5,000​​​​​5,000​​​​​5,000​​
2​​​​2,500​​​​​2,500​​​​​2,500​​
3​​​​1,000​​​​​1,000​​​​​—​​
Other holders not exercising their over-subscription privilege​​​​1,500​​​​​—​​​​​—​​
Total​​​​10,000​​​​​8,500​​​​​7,500​​
​
(2)
Column D represents each holder’s pro rata portion of the unsubscribed Units based on all of the holders participating in the first over-subscription round. This amount is calculated by multiplying 1,000 (the assumed number of unsubscribed Units) by a fraction, the numerator of which is, with respect to any holder, the amount in Column A with respect to that holder, and the denominator of which is the total number of shares in Column A held by holders participating in that over-subscription round (e.g., for holder 1 the calculation is: 1,000 multiplied by (5,000 divided by 8,500)).
​
(3)
Column E represents the number of Units allocated to a holder in excess of its over-subscription request (e.g., for holder 3: 118 minus 100).
​
(4)
Column F represents the number of Units actually issued to each holder in the first over-subscription round and equals Column D less Column E (e.g., for holder 3: 118 minus 100).
​
(5)
Column G represents each holder’s pro rata portion of unsubscribed Units based on all of the holders participating in the second over-subscription round. This amount is calculated by multiplying the Units available for that over-subscription round by a fraction, the numerator of which is, with respect to any
​

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holder, the amount in Column A with respect to that holder, and the denominator of which is the total number of shares in Column A held by all of the holders participating in the second over-subscription round (e.g., for holder 1 the calculation is: 18 multiplied by (5,000 divided by 7,500)). In the second over-subscription round, 18 Units were allocated, representing the Units allocated to holder 3 in excess of its request.
To properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege before the rights offering expires. Because we will not know the total number of unsubscribed Units (if any) before the rights offering expires, if you wish to maximize the number of Units you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an indoor environment mustamount equal to the aggregate subscription price for the maximum number of Units that may be validatedavailable to specific standards. Our Pūrgo technology was testedyou (i.e., for the maximum number of Units available to you, assume you exercise all of your basic subscription right and certifiedare allotted the full amount of your over-subscription without reduction).
To the extent the aggregate subscription payment of the actual number of unsubscribed Units available to meet such standardsyou pursuant to the over-subscription privilege is less than the amount you actually paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without interest or deduction, as soon as practicable after expiration of the rights offering.
We can provide no assurances that you will actually be entitled to purchase the number of Units issuable upon the exercise of your over-subscription privilege in full at the expiration of the rights offering. We will not be able to satisfy any requests for Units pursuant to the over-subscription privilege if all of our stockholders exercise their basic subscription right in full, and we will only honor an over-subscription privilege to the extent sufficient unsubscribed Units are available at the expiration of the rights offering.
Limitation on the Purchase of Units
You may only purchase the number of Units purchasable upon exercise of the basic subscription right distributed to you in the rights offering, plus the over-subscription privilege, if any. Accordingly, the number of Units that you may purchase in the rights offering is limited by independent laboratories. Regulatory clearancesthe number of shares of our common stock you own or are deemed to own (in the case of the Participating Warrant) on the Record Date and independent certifications serve as important indicationsby the extent to which other stockholders exercise their basic subscription right and over-subscription privileges, all of product quality and performance that also influence decision-making by non-healthcare market equipment purchasers.which we cannot determine prior to completion of the rights offering.
Pūrgo has been well-received by our customers. Our success dependsIn addition, in order to a large extent onprotect our ability to increase salesuse our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of Units any person or entity, together with related persons or entities, may purchase pursuant to the exercise of basic or over-subscription privileges, where such purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our Pūrgo device during 2022issued and beyond.
Background and Purpose
We were established byoutstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our co-founders,board of directors to acquire, own or control such shares of common stock. Amin J. Khoury PhD (Hon),and Foundry Group Next, L.P. have both obtained this waiver from our Chairman; David Helfet, M.D.,board of directors. Our board of directors may grant waivers to other major shareholders that currently own more than 4.99% of our Chief Medical Officer;outstanding shares of common stock. It is possible that the issuance of any units to any such persons or entities, or the exercise of warrants issued as part of the units by any such persons or entities, may result in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Code, which may significantly limit the amount of NOLs and Mark Krosney,credits we could utilize to offset our Chief Scientific Officer,taxable income in any single year.
Subscription Price
The subscription price is $1,000 per Unit. The subscription price does not necessarily bear any relationship to fulfill their determination to provide solutionsour past or expected future results of operations, cash flows, current financial condition, or any other established criteria for the critical challenges posed by harmful airborne pathogens and resultant HAIs.
HAIs and other infections acquired in outpatient treatment facilities present an extreme risk to the immunocompromised patient population. In the U.S. alone, it is estimated that 10 million people are immunocompromised. Whether in hospitals or infusion treatment locations, patients with cancer, and a multitude of other disease and disease related treatments, are at an elevated risk of infection. Constant air purification is of extreme benefit in these settings in order to minimize the presence of dangerous airborne pathogens due to the often catastrophic risk that infection poses to the immunocompromised patientvalue.
 
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population. It is estimatedDetermination of Subscription Price
In determining the subscription price, our board of directors considered a variety of factors including those listed below:
•
the current and historical trading prices of our common stock on the Nasdaq Capital Market;
​
•
a price that there are approximately 2 million HAIs annuallywould increase the likelihood of participation in the United States, causing approximately 100,000 deathsrights offering;
​
•
the value of the common stock issuable upon conversion of the preferred stock which is a component of the Unit;
​
•
the value of the warrant being issued as a component of the Unit;
​
•
our need for additional capital and costing over $30 billion. These numbers are in-hospital onlyliquidity;
​
•
the cost of capital from other sources; and do not include
​
•
comparable precedent transactions, including the likely much larger numberpercentage of patients infectedshares offered, the terms of the subscription rights, the subscription price, and the discount the subscription price represented to the immediately prevailing closing prices for those offerings.
​
In conjunction with the review of these factors, our board of directors reviewed our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition. Our board of directors believes that the subscription price should be designed to provide an incentive to our current stockholders to participate in outpatient infusionthe rights offering and treatment centers. For one example, there are more than 650,000 cancer patients that receive outpatient chemotherapy,exercise their basic subscription right and they are at risk for acquiring infections in these treatment facilities, despite advanced filtration and ventilation systems. In general, 60,000 cancer patients are hospitalized annually for chemotherapy-induced neutropenia and infections — one patient dies every two hours from this complication.their over-subscription privilege.
The onsetsubscription price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of COVID-19 has increasedthe subscription price. You should not consider the subscription price as an indication of actual value of the Company or our urgency to create innovative and more effective air purification solutions for the risks posed by harmful airborne pathogens, including coronavirus and other viruses, bacteria, molds, particles, fungi and allergens. Studies have shown 85% of COVID-19 transmission to be airborne person-to-person in the form of aerosolized droplets and in enclosed spaces.common stock. The Journal of Science estimates the annual U.S. cost of flu and respiratory infections at $50 billion, and the World Health Organization estimates that 4 million premature deaths annually are caused by air pollution.
The genesismarket price of our proprietary air purification technology traces back to efforts to address commercial aircraft cabin air quality. Mr. Krosney iscommon stock may decline during or after the rights offering. We cannot predict the price at which our shares of common stock will trade after the rights offering. You should obtain a highly-accomplished scientist who is primarily responsible for numerous patents, several of which are important components of our IP portfolio. Mr. Krosney is a former senior scientist and engineer at B/E Aerospace. Dr. Khoury, the founder and long-time Chairman and Chief Executive Officer of B/E Aerospace, envisioned the significant potential to apply such proprietary technology for revolutionary, medical-grade air purification solutions for hospital and other critical healthcare settings. Dr. Khoury consulted with Dr. David Helfet, a leading orthopedic surgeon at both the Hospital for Special Surgery and New York-Presbyterian Hospital, regarding possible solutions for the critical challenges to patients and hospitals posed by harmful airborne pathogens and HAIs.
This collaboration has served as the foundationcurrent price quote for our Companycommon stock before exercising your subscription rights and the implementationmake your own assessment of our business plan. Dr. Khouryand financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.
Non-Transferability of Subscription Rights
The subscription rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your subscription rights to anyone. The subscription rights will not be listed for trading on any stock exchange or market.
No Recombination
The preferred stock and warrants comprising the Units will separate upon the exercise of the subscription rights, and the Units will not trade as a substantial investmentseparate security. Holders may not recombine shares of preferred stock and warrants to receive a Unit.
Expiration Date; Extension
The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m. Eastern Time, on            , 2023, which is the expiration of the rights offering. If you do not exercise your subscription rights before that time, your subscription rights will expire and will no longer be exercisable. We will not be required to sell Units to you if the subscription agent receives your subscription rights certificate or your subscription payment after that time. We have the option to extend the rights offering in our sole discretion, for additional periods, not to exceed 45 days, although we do not presently intend to do so. We may extend the Company, leading an investment group providingrights offering by giving oral or written notice to the necessary capitalsubscription agent before the rights offering expires. If we elect to developextend the Company’s substantial intellectual property portfolio and products.
Dr. Khoury isrights offering, we will issue a renowned industrialist recognized for bringing to market game-changing solutions for diverse challenges and for building market-leading global businesses. Dr. Khoury was Chairman and Chief Executive Officer of B/E Aerospace, a Nasdaq-listed S&P 400 diversified industrial company, sold in April 2017 to Rockwell Collins (now, part of Raytheon) for $8.6 billion. Previously, in December 2014, B/E Aerospace completedpress release announcing the spin-off of KLX Inc. as an independent Nasdaq-listed public company, itself sold in May 2018 to Boeing for $4.25 billion. Drs. Khoury and Helfet were long-time colleagues who served together for many yearsextension no later than 9:00 a.m. Eastern Time, on the board of directors of Synthes, Inc., which, led by Dr. Khoury’s efforts, completed a $21 billion merger in 2012, creating DePuy Synthes, Johnson & Johnson’s global orthopaedics business.
Several other members of our leadership team have long-standing working relationships with Dr. Khoury, including in senior-level roles at B/E Aerospace and KLX Inc.
Our Team
To more effectively exploit our patents and proprietary technology, we have assembled a team of highly credentialed scientists, with advanced degrees in electrical, mechanical and software engineering, as well as in physics, chemistry and related fields, innext business day after the development of our devices. This team, in conjunction with their counterparts from our FDA regulated contract manufacturing partner, have driven both the device performance and manufacturing optimization during the development stage of our Company and have positioned our Pūrgo device to be decisively superior, on both a performance and price basis, to existing FDA cleared (or seeking clearance) air purification devices currently on the market. Our team enabled us to develop our submission package, which received FDA 510(k) clearance to market the Pūrgo device.
Senior members of our team include:
Amin J. Khoury, PhD (Hon).   Dr. Khoury is one of our co-founders and has been the Chairman of our Board of Directors since May 2020. Previously, Dr. Khoury served as Chief Executive Officer and Chairmanmost recently announced expiration date of the Board of Directors of KLX Inc. from its formation in December 2014 until its sale to Therights offering.
 
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Boeing CompanyIf you hold your common stock in October 2018. Dr. Khoury served as Chairmanthe name of a broker, dealer, custodian bank or other nominee, the nominee will exercise the subscription rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 p.m. Eastern Time, on            , 2023, which is the expiration date that we have established for the rights offering.
Termination
We may terminate the rights offering at any time and for any reason prior to the completion of the Board, Chief Executive Officerrights offering. If we terminate the rights offering, we will issue a press release notifying stockholders and Co-Chief Executive Officer of B/E Aerospace from its founding in 1987 until its sale to Rockwell Collins in 2017. Dr. Khoury also served as Chairman, Chief Executive Officer and President of KLX Energy from September 2018 until May 2020. Dr. Khoury was a Trusteethe public of the Scripps Research Institute from May 2008 until July 2014. Until 2012,termination. The rights offering is subject to the following conditions unless waived by our board of directors:
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we receive minimum gross proceeds of at least $10 million through the rights offering, such amount subject to increase by our board of directors;
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we reach an agreement with SVB to restructure our indebtedness on terms acceptable to us; and
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we renegotiate or otherwise reach a settlement with respect to a legacy building lease on terms acceptable to us.
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See “Recent Developments” for 26 years, Dr. Khoury also served as a directorrecent developments with respect to the above conditions.
Return of Synthes, Inc., having earlier been Chairman of Synthes Maxillofacial, and a founding investorFunds upon Completion or Termination
The subscription agent will hold funds received in Spine Products, Inc., which was acquired by Synthes in 1999. Synthes, a $4 billion annual revenue company, was the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants, before Dr. Khoury led an effort to merge Synthes with Johnson & Johnsonpayment for Units in a $21 billion transaction in 2012. Dr. Khoury holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors and a Master’s Degree in Business Administration from Northeastern University. Dr. Khoury has served as a membersegregated account pending completion of the Board of Trustees of Northeastern University since July 2018 and received an honorary doctoraterights offering. The subscription agent will hold this money until the rights offering is completed or is terminated. You will not be able to rescind your subscription. Any excess subscription payments, including refunds resulting from Northeastern University in May 2019. Dr. Khoury is a highly effective leader in organizational design and development matters and has been instrumental in identifying and attracting our managerial talent, team of highly accomplished scientists and Board members. He has an intimate knowledgewill be returned to you as soon as practicable after the expiration of the Company,rights offering, without interest or deduction. If the rights offering is terminated for any reason, all subscription payments received by the subscription agent will be returned as soon as practicable, without interest or deduction.
Methods for Exercising Subscription Rights
The exercise of subscription rights is irrevocable and may not be canceled or modified. You may exercise your subscription rights as follows:
Subscription by Record Holders
Rights holders who are registered holders of our industrycommon stock or the Participating Warrant may exercise their subscription rights by properly completing and executing the subscription rights certificate and forwarding it, together with your full payment, to the subscription agent at the address given below under “— Subscription Agent,” to be received before 5:00 p.m. Eastern Time, on               , 2023.
Subscription by Beneficial Owners
If you are a beneficial owner of shares of our competitors. Allcommon stock that are registered in the name of a broker, dealer, custodian bank, or other nominee, you will not receive a subscription rights certificate. Instead, we will issue subscription rights to such nominee. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for Units in the rights offering and follow the instructions provided by your nominee.
To properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege before the rights offering expires.
Payment Method
You must timely pay the full subscription payment, in U.S. currency, for the full number of Units you wish to acquire pursuant to the exercise of subscription rights (including any exercise of the above experience and leadership roles uniquely qualify him to serve as our Company’s Chairman of the Board.
David Helfet, M.D.   Dr. Helfet is one of our co-founders and is currently our Chief Medical Officer and a Director. He is currently a Professor of Orthopaedic Surgery at the Weill Medical College of Cornell University and Director of the Combined Orthopaedic Trauma Service at both the Hospital for Special Surgery and New York-Presbyterian Hospital. He has served on several committees of the American Academy of Orthopaedic Surgeons, the AO/ASIF Foundation (currently the Chairman of AO Documentation and Publishing), AO North America and the American Board of Orthopaedic Surgery, among others. In addition, Dr. Helfet has been extensively involved in the Orthopaedic Trauma Association, including as President from 1998 to 1999, and is still on its board as a past President. He was Assistant Professor of Orthopaedic Surgery at Johns Hopkins University School of Medicine from 1982 to 1986, Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/​Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.
Mark Krosneyover-subscription privilege).   Mr. Krosney is one of our co-founders and is our Chief Scientific Officer. He has been the driving force in the development of AeroClean Technologies’ proprietary technology. Mr. Krosney is primarily responsible for numerous patents, including several that are important parts of our IP portfolio. Mr. Krosney is a key member of the development team for the Pūrgo air purification and disinfection product development project. Prior to becoming Vice President and General Manager of B/E Aerospace’s Business Jet Group, Mr. Krosney was B/E Aerospace’s technical interface with The Boeing Company, Airbus and the Federal Aviation Administration. Earlier in his career, Mr. Krosney worked on jet engine and rocket propulsion systems as well as technical control systems at United Technologies. Mr. Krosney received his Bachelor of Science degree in Engineering from Carnegie Mellon University and a Master of Science degree in Management of Technology from the Sloan School at the Massachusetts Institute of Technology.
Jason DiBona.   Mr. DiBona has served as our Chief Executive Officer since May 2020. Mr. DiBona brings more than 25 years of experience in developing and executing strategies for sustainable growth. He has held leadership roles in medical and healthcare technologies, global sales operations and start-up environments and has experience working with diverse private and public sector clients in more than
 
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120 countries. Mr. DiBona spentIf you are a record holder, you must submit your subscription payment by delivering a:
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personal check or bank draft drawn against a U.S. bank payable to “Computershare Trust Company, N.A.”; or
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wire transfer of immediately available funds directly to the majorityaccount maintained by the subscription agent.
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You should read the instruction letter accompanying the subscription rights certificate carefully and strictly follow it. Do not send subscription rights certificates or payments directly to the Company. We will not consider your subscription received until the subscription agent has received delivery of his career, from 1999a properly completed and duly executed subscription rights certificate and payment of the full subscription price.
The method of delivery of subscription rights certificates and payment of the full subscription price to 2014,the subscription agent will be at GE Healthcare, holding multiple leadershipthe risk of the holders of subscription rights. If sent by mail, we recommend that you send those statements and business development roles acrosspayments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the global healthcare organization. After his time at GE Healthcare, from 2014 to 2018, Mr. DiBona ledsubscription agent before the sales and marketing efforts at ePreop,rights offering expires.
If you are a start-up medical software developer, with a successful launch and exitbeneficial owner of shares of our common stock that are registered in the rolename of Executive Vice Presidenta broker, dealer, custodian bank or other nominee, please follow the instructions provided by your nominee.
Clearance of SalesPersonal Checks
If you are a record holder and Marketing. Prioryou are paying by personal check, please note that payment will not be deemed to AeroClean, Mr. DiBona served as Senior Vice Presidenthave been received by the subscription agent until the check has cleared, which could take at least five (5) business days. Any personal check used to pay for Units must clear the appropriate financial institutions prior to 5:00 p.m., Eastern Time, on            , 2023, the expected expiration date of Global Sales Strategiesthis rights offering, unless we, in our sole discretion, extend the period for America’s largest homebuilder, Lennar Corporation. Mr. DiBona earned his Bachelorexercising the subscription rights. Accordingly, holders that wish to pay the subscription price by means of Science degreesa personal check are urged to make payment sufficiently in Molecular Biologyadvance of the expiration of the rights offering to ensure such payment is received and Microbiology fromclears by such date. If you elect to exercise your subscription rights, we urge you to consider using a wire transfer of immediately available funds to ensure that the University of Central Florida.
Ryan Tyler.   Mr. Tyler has served as our Chief Financial Officer since October 2020. Prior to joining AeroClean, Mr. Tyler held various positions from 2014 to 2020 at B/E Aerospace, Inc., KLX Inc. and KLX Energy Services Holdings, Inc., including Vice President, overseeing financial reporting, internal controls, corporate development, investor relations and financial planning and analysis. Priorsubscription agent receives your funds prior to the KLX Inc. spin-off from B/E Aerospace, Mr. Tyler served as B/E Aerospace’s Director of Financial Reporting and Internal Controls from 2013 to 2014, where he focused on the company’s public filings, mergers and acquisitions and capital raises. Mr. Tyler also spent three years at Oxbow Carbon LLC, serving as a Controller responsible for severalexpiration of the company’s linesrights offering.
Subscription Agent and Information Agent
The subscription agent for this rights offering is Computershare. The address to which subscription rights certificates and payments should be mailed or delivered by overnight courier is provided below.
​By Mail:
Computershare Inc.
150 Royall Street, Suite V
Canton, Massachusetts 02021
Attention: Molekule Rights Offer		​​By Courier:
Computershare Inc.
150 Royall Street, Suite V
Canton, Massachusetts 02021
Attention: Molekule Rights Offer		​
If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of business overdays to ensure delivery to the three-year period. Mr. Tyler spent five years at Ernst & Young assubscription agent before the rights offering expires.
If you deliver subscription documents or subscription rights certificates in a Manager providing audit servicesmanner different than that described in this prospectus, then we may not honor the exercise of your subscription rights.
Missing or Incomplete Subscription Forms or Payment
If you fail to publiccomplete and private clients in multiple sectors, including telecommunications, real estate, healthcare, financial services and distribution. Mr. Tyler received his Bachelor and Mastersign the subscription rights certificate or otherwise fail to follow the subscription procedures that apply to the exercise of Accounting degrees fromyour subscription rights before the University of Florida and received a Certified Public Accountant designation in Florida (inactive).
Michael Senft.   Mr. Senft currently serves on our Board, where he isrights offering expires, the Lead Independent Director. Oversubscription agent will reject your subscription or accept it to the past two years, Mr. Senft has served as a strategic advisor to several other venture stage companies, including acting as senior advisor to Critical Response Group, a venture-stage company established to apply battlefield protocols to homeland security applications. From 2014 to 2018, Mr. Senft served as Vice President — Chief Financial Officer, Treasurer and Head of Investor Relations of KLX Inc. Prior to his role at KLX Inc., Mr. Senft was an investment banker for over 30 years, including roles as Senior Managing Director at Moelis & Company, Global Head of Leveraged Finance at CIBC and Global Co-Head of Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.
Thomas P. McCaffrey.   Mr. McCaffrey currently serves on our Board. He has been a memberextent of the Board of Directors of KLX Energy since April 22, 2020. Mr. McCaffrey served as President, Chief Executive Officer and Chief Financial Officer of KLX Energy from May 2020 until July 2020 and as Senior Vice President and Chief Financial Officer of KLX Energy from September 2018 until April 30, 2020. Priorpayment received. Neither we nor the subscription agent undertakes any responsibility or action to that, Mr. McCaffrey served as President and Chief Operating Officer of KLX Inc. from December 2014 until its sale to The Boeing Company in October 2018 and as Senior Vice President and Chief Financial Officer of B/E Aerospace from May 1993 until December 2014. Prior to joining B/E Aerospace, Mr. McCaffrey practiced as a Certified Public Accountant for 17 years with a large international accounting firm and a regional accounting firm based in California. Since 2016, Mr. McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and serves as a member of its various committees and is currently Chairman of its Audit Committee. Mr. McCaffrey received his Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University-San Luis Obispo. Our Board benefits from Mr. McCaffrey’s extensive leadership experience, thorough knowledge of our business and extensive strategic planning and public company experience.
Heather Floyd.   Ms. Floyd currently serves on our Board. Ms. Floyd also currently serves as Director, Financial Reporting & Technical Accounting at Sequa Corporation. Previously, Ms. Floyd served as Vice President — Finance and Corporate Controller of KLX Energy and Vice President — Finance and Corporate Controller of KLX Inc. from February 2014 until September 2021. Ms. Floyd has almost 20 years of combined accounting, auditing, financial reporting and Sarbanes-Oxley compliance experience. Prior to joining KLX Inc., Ms. Floyd held various positions at B/E Aerospace, including most recently Vice President — Internal Audit. Prior to joining B/E Aerospace, Ms. Floyd served as an Audit Manager withcontact you concerning
 
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Ernst & Youngan incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.
The payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received. Any excess subscription payments received by the subscription agent will be returned, without interest or deduction, as soon as practicable following the expiration of the rights offering.
Issuance of Preferred Stock and Warrants
The shares of preferred stock and warrants that are purchased in various accounting roles at Corporate Express, nowthe rights offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a subsidiaryDRS from our transfer agent reflecting ownership of Staples. Ms. Floyd isthese securities if you are a Certified Public Accountant licensed to practice in Florida. Ms. Floyd received her Bachelorholder of Science and Engineering and Bachelorrecord of Business Administration in International Business and Trade from Florida Atlantic University. Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a membershares of our Board.common stock or the Participating Warrant. If you hold your shares of common stock in the name of a custodian bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the rights offering.
Timothy J. ScannellNo Fractional Shares.   Mr. Scannell currently serves on our Board. Mr. Scannell brings over 30 years
We do not intend to issue fractional shares of experience and success delivering market-leading results from his leadership roles at Stryker, onepreferred stock or fractional shares of common stock upon exercise of warrants issued in the rights offering. To the extent that rounding occurs, any excess subscription payments received by the subscription agent will be returned as soon as practicable after expiration of the world’s leading medical technology companies. Mr. Scannell served as President and Chief Operating Officerrights offering, without interest or deduction. Similarly, no fractional shares of Stryker between 2018 and 2021, overseeing all of Stryker’s commercial businesses and regions globally. Prior to this, he served as group president for Stryker’s MedSurg & Neurotechnology businesses for ten years. Mr. Scannell currently serves as a director and non-executive chairmancommon stock will be issued in connection with the conversion of the Boardpreferred stock. Instead, for any such fractional share of Directorscommon stock that would otherwise have been issuable upon conversion of shares of preferred stock, we may, at our election, pay a cash payment equal to such fraction multiplied by the conversion price or round up to the next whole share, and for Insulet Corporationany such fractional share of common stock that would have otherwise been issued upon exercise of warrants, we will round up such fraction to the next whole share.
Warrant Agent
The warrant agent for the warrants is Computershare.
Notice to Brokers and isNominees
If you are a director onbroker, dealer, bank, or other nominee holder that holds shares of our common stock, you should notify the boardsbeneficial owners of Novocure Limited, Renalytix plc and Collagen Matrix, Inc. Mr. Scannell attended the Universityshares for whom you are the nominee of Notre Dame, where he received a bachelor’s degree in Business Administration and Marketing and his Master of Business Administration. Mr. Scannell’s extensive leadership experience, particularlythe rights offering as soon as possible to learn their intentions with respect to public companies withinexercising their subscription rights. If a beneficial owner of our common stock so instructs, you should complete the medical industry, qualify himsubscription rights certificate and submit it to servethe subscription agent with the proper subscription payment by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the Record Date, provided that you, as a membernominee, make a proper showing to the subscription agent by submitting the form entitled “nominee holder certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact the subscription agent to request a copy.
Validity of our Board.Subscriptions
Jimmy Thompson.   Mr. Thompson is our Vice PresidentWe will resolve all questions regarding the validity and form of Strategic Sales. Over the courseexercise of three decades, Mr. Thompson has served many leadership rolesyour subscription rights, including time of receipt and eligibility to participate in the healthcare industry. Forrights offering. Our determination will be final and binding. Once made, subscriptions are irrevocable; we will not accept any alternative, conditional, or contingent subscriptions. We reserve the past 19 years at Cerner Corporation, Mr. Thompson has built and led highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplierabsolute right to reject any subscriptions not properly submitted or the acceptance of health information technology services, devices, and hardware used at more than 27,000 facilities aroundwhich would be unlawful. You must resolve any irregularities in connection with your subscriptions before the world. Prior to Cerner, he held key sales roles at GE Healthcare and SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee.
Nick DeAngelis, PhD.   Dr. DeAngelis is our Director of Regulatory Affairs & Quality and, as a self-employed consultant, is a key memberexpiration date of the development team forrights offering, unless we waive them in our sole discretion. Neither we nor the Pūrgo air purificationsubscription agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when the subscription agent receives a properly completed and disinfection product development project. Dr. DeAngelis has over 40 years of experience in pharmaceutical companies, 25 years of which was at senior management levels, including Senior Director of the Analytical and Physical Chemistry departments at Wyeth Laboratories, a NYSE-listed public company acquired by Pfizer in 2009, and at Schering Plough Laboratories, a private company acquired by Merck & Co. in 2009. Dr. DeAngelis has worked for a number of years as a self-employed consultant assisting numerous pharmaceutical and medical device companies in product development and quality assurance. Dr. DeAngelis holds a Bachelor of Science degree in Physics, a Master of Science degree in Chemistry and a PhD in Chemistry from Villanova University.
Edward Lanzilotta, PhD.   Employed at IPS, Dr. Lanzilotta is a key member of the development team for the Pūrgo air purification and disinfection product development project. He has held engineering and management positions at Draper Laboratory, Bolt, Beranek & Newman, American Science and Engineering, Scientific Systems Corp. and Airborne Instruments Laboratory. Dr. Lanzilotta holds a Bachelor of Science degree in Electrical Engineering, a Master of Science degree in Mechanical Engineering and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.
Rao Tella.   Mr. Tella is our Director of Operations. He has been employed by Eaton Aerospace, Puritan Bennet Corporation, a Nasdaq-listed company acquired by Nellcor Incorporated in 1995 to form Nellcor Puritan-Bennet, and B/E Aerospace in various capacities, including Manager of R&D, Director of Operations, P&L responsibility as Vice President/General Manager of a $400 million business and Vice President of corporate strategy. Mr. Tella holds a Bachelor of Science degree in Engineering from the Indian Institute of Technology located in Chennai, a Master of Science degree in Engineering and a Master of Business Administration degree from the University of Minnesota and has completed a strategic studies program at Harvard University.
Bill Reisenauer.   Mr. Reisenauer is our Lead Engineer on Pūrgo UV Subsystem Design, is a key member of the development team for the Pūrgo UV air purification and disinfection product development project and is the lead Engineer on the Pūrgo UV subsystem design, test and qualification. At B/E Aerospace,duly executed
 
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Mr. Reisenauer wassubscription rights certificate and any other required documents and the director of engineering for the lighting products group and drove the introduction of LED technology into business and commercial aircraft lighting. Mr. Reisenauer holds a Master of Science degree in Electrical Engineering and a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of New York and a Master of Business Administration from Adelphi University.
Karl Keppeler.   Mr. Keppeler is our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key memberfull subscription payment. Our interpretations of the development team for the Pūrgo air purificationterms and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
Joseph Toro.   Mr. Toro is our Lead Industrial Design Engineer and is a key memberconditions of the development team forrights offering will be final and binding.
Stockholder Rights
You will have no rights as a holder of the Pūrgo air purification and disinfection product development project. Currentlyshares of our common stock issuable upon conversion of the director of Industrial Design at IPS, Mr. Toro has more than 20 years of experience developing award winning innovative solutions for consumer and professional products. Mr. Toro directed the design of products ranging from miniature motion control solutions for B/E Aerospace and medical clients to household appliances for Applica Black and Decker. Mr. Toro holds a Bachelor of Science degree in Industrial Design from the University of Bridgeport. Mr. Toro’s team has worked closely with Mr. Krosneypreferred stock issued in the designrights offering until such preferred stock is converted into common stock and the shares of PūrgoLift, AeroClean’s elevator implementation product line.common stock are issued in book-entry form or your account at your broker, dealer, bank, or other nominee is credited with the shares of our common stock. Similarly, holders of warrants issued in connection with the rights offering will not have rights as holders of our common stock until such warrants are validly exercised and the shares of common stock underlying the warrants are issued to the holder.
Foreign Stockholders
We will not mail this prospectus or any subscription rights certificates to stockholders with addresses that are outside the United States or that have an army post office or foreign post office address. The subscription agent will hold these subscription rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription agent prior to 5:00 p.m. Eastern Time, on                  , 2023, the fifth business day prior to the expiration date, of your exercise of subscription rights and provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such subscription rights does not violate the laws of the jurisdiction in which such stockholder resides and payment by a U.S. bank in U.S. dollars before the expiration of the rights offering. If no notice is received by such time or the evidence presented is not satisfactory to us, the subscription rights represented thereby will expire.
No Revocation or Change
Once you submit the subscription rights certificate or have instructed your nominee regarding your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase shares at the subscription price.
U.S. Federal Income Tax Treatment of Rights Distribution
For U.S. federal income tax purposes, we do not believe holders of shares of our common stock should recognize income or loss upon receipt or exercise of a subscription right. See “U.S. Federal Income Tax Considerations.”
No Recommendation to Rights Holders
Our Opportunity
The COVID-19 pandemic has inspired intensive analysisboard of how pathogens are transmitted among humansdirectors is not making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on money invested. We cannot predict the price at which our shares of common stock will trade during or after the rights offering. You should make your investment decision based on your assessment of our business and has isolatedfinancial condition, our prospects for the rolefuture and the terms of airborne transmission as being amongthis rights offering. Please see the most significant risks. While each pathogen is unique, deadly viruses proliferatesection of this prospectus titled “Risk Factors,” and are transmitted between humans principally throughsimilarly titled sections in the air, and then can also settle on surfaces and may remain contagiousdocuments incorporated by reference here, for extended periodsa discussion of time depending uponsome of the pathology. The application of ultraviolet (“UV”) light to both the air and to surfaces has emerged as the most efficacious way to thoroughly eradicate pathogens without the use of chemicals, drugs or solvents, which may leave residues or have other deleterious implications for humans who comerisks involved in contact after treatment. Most importantly, the UV-LED light embeddedinvesting in our patented SteriDuct technology continuously treatscommon stock.
Purchase Commitment
We have not entered into any back-stop or standby purchase arrangement or similar arrangement in connection with this rights offering.
Shares of Our Common Stock, Preferred Stock and Warrants Outstanding After the air passing through the Pūrgo deviceRights Offering
Assuming no additional equity securities are issued by us prior to help contain the spread of pathogens in any enclosed space where they are being continuously transmitted by an infected person. A sanitized room is no longer free from cross infection the moment an infected person enters it; and that person will continue to spread pathogens through the air for the duration of their presence, only mitigated by the ability of an in-room air purification system to destroy pathogens while they are being emitted.
The global air purification market for 2021 was estimated by industry sources at approximately $14.0 billion. We believe the emerging realization that pathogens introduced locally to a room will likely infect other occupants before the central building conditioning and filtering system can treat the air has led to a focus on continuous air treatment at the room level rather than at the building level. In addition, while historically air filtration has been predominantly focused on removing dust, spores, allergens and pathogens from air streams to maintain the efficiency (both energy and air quality) of large HVAC systems, we believe there is increasing focus on the ability to drive continuous, real-time pathogen elimination as partconsummation of the air filtration process. This includesrights offering, and assuming the eliminationrights offering is fully subscribed, upon completion of minute particles, including organic compounds, molds, bio-aerosols, bacteria and viruses.
We believe the large majority of conventional air purification products are built for the consumer market and only use air filtration as a way to filter — not eradicate — airborne pollutants. Many feature high-efficiency particulate air (“HEPA”) and “HEPA like” filter material, which is designed to trap 99.97% of particles down to 0.3 microns. Viruses are much smaller than 0.3 microns, and studies show that viruses and drug-resistant bacteria can penetrate HEPA filters. As particle load builds-up and filters become “dirty,” tunneling can occur allowing previously captured particulate and pathogens to break through filter material — increasing the probability of recontamination and infection in indoor spaces. We believe our patented UV-C LED SteriDuct technology augments HEPA filtration to not only filter pathogens but to kill them, and to do so continuously and effectively.rights offering, we will have
 
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We expectissued and outstanding 34,654,459 shares of common stock outstanding, 10,000 shares of preferred stock issued and outstanding, warrants to purchase       additional shares of our common stock and the PIPE Warrants to purchase an aggregate of up to 13,180,000 shares of our common stock, based on 34,654,459 shares of our common stock outstanding as of August 9, 2023 (and assuming we do not issue additional shares of common stock). The exact number of shares of preferred stock and warrants that our patented UV-C LED SteriDuct technology, which has been developed overwill be issued and outstanding after the past seven years, is adaptable to applications addressing major points of potential contamination in interior spaces. While originally developed principally to reducerights offering will depend on the number of HAIsUnits that are purchased in the rights offering. In addition to the foregoing, as of August 11, 2023, 1,946,615 shares of our common stock remain available for future issuance under our 2021 Incentive Award Plan, Director Deferred Compensation Plan and Employee Stock Purchase Plan.
Fees and Expenses
Neither we, nor the subscription agent, will charge a brokerage commission or a fee to limitsubscription rights holders for exercising their rights. However, if you exercise your subscription rights through a custodian bank, broker, dealer or nominee, you will be responsible for any fees charged by your custodian bank, broker, dealer or nominee.
Listing
The subscription rights may not be sold, transferred, assigned or given away to anyone, and will not be listed for trading on any stock exchange or market. There is no established public trading market for the exposure of immunocompromised patientspreferred stock or warrants and we do not expect one to infectious microbes that cause HAIs,develop. In addition, we have completed the development phasedo not intend to apply for listing of the first commercial applicationpreferred stock or warrants on any securities exchange or recognized trading system. The shares of our technology just atcommon stock are currently traded on the momentNasdaq Capital Market under the symbol “MKUL.”
Other Matters
We are not making the rights offering in history whereany state or other jurisdiction in which it is unlawful to do so, nor are we believedistributing or accepting any offers to purchase Units from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we can have a seminal impact on people’s lives across society. We believe AeroClean Technologies can capture an expansive market opportunity by installing our patented devices in hospitals, outpatient treatment facilities, commercial offices, residential buildings, universities and schools, senior living and nursing homes, non-hospital healthcare facilities and human transport and travel industries, providing the Company with both initial sales revenue at attractive margins and a steady stream of aftermarket services revenues related to sales of replacement filters and recurring maintenance at attractive levels of profitability.
Through application and implementation of our UV-C LED technology, the Pūrgo and Pūrgo Lift devicesalso have the potentialdiscretion to create comprehensive solutions for at-risk enclosed spaces.
Indelay allocation and distribution of any shares of preferred stock and warrants you may elect to purchase by exercise of your subscription rights in order to comply with state securities laws. We may decline to make modifications to the year ended December 31, 2021, we launched the first commercial application of our technology with a lightweight (approximately 42 pounds) portable device, Pūrgo, that continuously purifies the air, and we have begun the manufacturing process to support this rollout. We have additional air purification applications also in development.
Our Strategy
Our mission is to establish AeroClean Technologies as the leader in creating a safe indoor environment, free of dangerous pathogens, particles, allergens, mold and fungi, for the healthcare, commercial office, educational and transportation marketplaces. Our goal is to become the leading provider of airborne pathogen-eradication solutions, through the application of air sanitization using our UV-C LED technology, and to create comprehensive solutions for at-risk enclosed spaces across hospitals, outpatient treatment facilities, universities and schools, senior living and nursing homes, non-hospital healthcare facilities, commercial buildings and the human transport and travel industries.
The key elements of our strategy are:
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Establish our technology and brand by beginning the commercial production and saleterms of the Pūrgo air purification device predominantlyrights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to hospitals and outpatient treatment facilities andparticipate in the healthcare and medical office market, including surgery centers and doctors’ offices.
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Utilize third party FDA regulated contract manufacturing to launch the Pūrgo office air purification device and establish a commercial footprint.
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Accelerate development and market introduction of our prototype PūrgoLift air purification solution for elevators, which is a critical need for large buildings to support occupants returning to and continuing to work in these buildings safely. Elevators create a point of acute vulnerability in both office buildings and in hospitals, where patients and outsiders are being transported at the same time, and who may carry pathogens into an environment where people are particularly vulnerable.
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Capitalize on the aviation industry expertise and credibility of the former founder and executive officers of B/E Aerospace, who are now leading AeroClean Technologies, to create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems based upon patented SteriDuct UV-C LED technology.
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Explore opportunities for collaboration and partnership with global industry leaders in HVAC to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings.
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Identify opportunities to establish and extend our industry leadership internationally, through selective joint ventures and acquisitions that further capitalize on our superior technology.
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The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may seek to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensorrights offering.
 
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the receipt, exercise and monitoring technologyexpiration of the subscription rights received in the rights offering, the ownership and disposition of shares of our preferred stock and warrants received upon exercise of the subscription rights and common stock received on the conversion of such preferred stock or the exercise of such warrants (such subscription rights, common stock, preferred stock and warrants received on exercise of our subscription rights, collectively our “Securities”). This summary deals only with holders that hold our Securities as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based on the existing provisions of the Code, the U.S. Treasury Regulations promulgated under the Code and administrative rulings and court decisions in effect as of the date of this prospectus, all of which are subject to enablechange, possibly with retroactive effect, and any such change could affect the Companyaccuracy of the statements and conclusions set forth in this discussion.
This summary is not a complete description of all the tax consequences relevant to effect its recurring revenue “Safe Air As a Service” model. The Company’s goalthe receipt, ownership and disposition of our Securities and, in particular, does not address tax considerations applicable to investors subject to special rules, such as certain financial institutions, insurance companies, real estate investment trusts, regulated investment companies, U.S. expatriates or former long-term residents of the United States, U.S. Holders (as defined below) whose functional currency is to provide actionable data to clients throughnot the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ)U.S. dollar, dealers or traders, insurance companies, tax-exempt entities, persons holding their shares as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreementsa hedge, straddle, conversion, constructive sale or arrangements with anyother integrated transaction including the constructive sale provisions of Section 1259 of the several acquisition candidatesCode, holders that actually or constructively own 5% or more of our stock by vote or value, holders that treat their Securities as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code, holders who acquired their Securities in connection with stock option or stock purchase plans or in other compensatory transactions, and there can be no assurance thatpersons subject to the “applicable financial statement” tax accounting rules under Section 451(b) of the Code. It also does not address any of these acquisitions,U.S. state and local tax, U.S. federal non-income tax or any others, will be consummated.
Our Strengths
We believe AeroClean Technologiesnon-U.S. tax considerations. It also does not address the alternative minimum tax or the Medicare tax on net investment income. The following discussion is uniquely positioned to capitalize on the emerging market for air sterilization products and services and that we will actintended only as a disruptersummary and does not purport to be a complete analysis or listing of all of the potential tax effects relevant to the existing hierarchyreceipt, ownership or disposition of traditional HVAC and cleaning businessesour Securities.
As used herein, “holder” means a beneficial owner of our Securities (as applicable). “U.S. Holder” means a holder that do not adequately address the emerging threat of human pathogen cross infection and transmission.
We believe our principle strengths in capturing this opportunity are:
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Superior core technology embedded in our patented, UV-C LED air treatment technology utilized in the Pūrgo air purification device, which the FDA has indicated that we can market and sellis, for intended use through 510(k) clearance.
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Efficacy validated through independent testing at third party laboratories and FDA 510(k) clearance, validating the design and manufacturing rigorU.S. federal income tax purposes, (i) a citizen or individual resident of the Pūrgo air purification device.United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income tax without regard to its source. “Non-U.S. Holder” means a holder that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. Holder.
​Partnerships (or other pass-through entities) holding our Securities, and partners (or other owners) in such partnerships (or other pass-through entities), should consult their own tax advisors about the U.S. federal income tax consequences to them of receiving our Securities.
•EACH HOLDER OF OUR COMMON STOCK IS STRONGLY URGED TO CONSULT SUCH HOLDER
’S OWN TAX ADVISORS REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS OF THE RECEIPT AND EXERCISE OF THE SUBSCRIPTION RIGHTS AND THE OWNERSHIP AND DISPOSITION OF OUR PREFERRED STOCK AND WARRANTS ACQUIRED UPON EXERCISE OF THE SUBSCRIPTION RIGHTS, AND OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK RECEIVED ON THE EXERCISE OF OUR WARRANTS OR CONVERSION OF OUR PREFERRED STOCK.
Our growing teamTax Considerations Applicable to U.S. Holders
Receipt of dedicated engineers, regulatory officers and sales and marketing professionals, which we believe will provide our Company with a significant competitive advantage over our smaller and regional competitors,Subscription Rights
Although the authorities governing transactions such as well as those larger competitors whothe rights offering are not focused specifically on pathogen elimination as a dedicated prioritycomplex and do not currently have truly competitive products in their portfoliosdirectly address consequences of products and services.
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Our executive team, which includes our chief executive officer and chief financial officer, with backgrounds in building and leading international healthcare sales teams and growing large, international public companies organically and through strategic acquisitions, respectively, establishing the cornerstone of a first-class management team.
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Time, capital and expertisecertain aspects of the team dedicated torights offering or the developmentdistribution of subscription rights and manufacturingthe effects of the Pūrgo air purification device, which separates it from its competition and whichover-subscription privilege, we do not believe will generate differential outcomes when marketing to hospital and non-hospital healthcare customers as well as other discriminating target markets.
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The credibility in the healthcare market afforded us by our founding partner and Chief Medical Officer, Dr. David Helfet.
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The business building acumen and leadershipreceipt of our founding partner, Amin J. Khoury. Dr. Khoury, as the Founder and formerly Chairman and Chief Executive Officer of B/E Aerospace, the world’s leading commercial aircraft cabin interiors company prior to its acquisition by Rockwell Collins, built the business through both organic growth and acquisitions, by establishing superior in-house engineering and global sales capability, and by driving innovations across product categories, thereby establishing B/E Aerospace as the world leader and differential partner to its airline customers, as well as to The Boeing Company, Airbus and the business jet manufacturers.
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The expertise and leadership of Jason DiBona, to lead the Company as Chief Executive Officer, who we believe provides us with strong judgment on the healthcare industry’s future development trends based on his prior experience at GE Healthcare.
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Our product is priced such that it can be quickly implemented and fit within multiple budgets, making it marketable to a wide range of hospital medical departments and other customers.
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Our History
The genesis of our SteriDuct and Pūrgo technology traces back to technology developed by Mark Krosney, Co-Founder and Chief Scientific Officer, a highly-accomplished scientist and formerly one of thesubscription rights
 
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lead engineersby a U.S. Holder pursuant to the rights offering should be treated as a taxable distribution with respect to such U.S. Holder’s existing shares of B/E Aerospace.our common stock for U.S. federal income tax purposes. Pursuant to Section 305(a) of the Code, in general, the receipt by a U.S. stockholder of a right to acquire stock should not be included in the taxable income of the recipient. The technology was originally intendedgeneral rule of non-recognition in Section 305(a) of the Code is subject to address commercial aircraft cabin air quality applications. However, Amin J. Khoury,certain exceptions in Section 305(b) of the FounderCode, which include “disproportionate distributions.” A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some stockholders or holders of debt instruments convertible into stock and formerlyan increase in the Chairmanproportionate interest of other stockholders in a corporation’s assets or earnings and Chief Executive Officerprofits. We may have outstanding options and warrants (such as the PIPE Warrants) that could cause, under certain circumstances that cannot currently be predicted (such as a failure to properly adjust the option price in connection with a stock distribution), the receipt of B/E Aerospace, recognizedsubscription rights pursuant to this rights offering to be part of a disproportionate distribution, as contemplated in Section 305(b) of the commercial potentialCode.
Our position regarding the tax-free treatment of this technologythe subscription rights distribution is not binding on the IRS or the courts. If our tax position concerning the rights offering is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the subscription rights is a “disproportionate distribution” described above or otherwise, the fair market value of the subscription rights will be taxable to holders of our stock as a dividend to the extent of the holder’s pro rata share of our current and accumulated earnings and profits, if any, for the healthcaretaxable year in which the subscription rights are distributed. Any excess will be treated as a tax-free return of a holder’s basis in our stock up to the amount of such basis with any additional amount treated as capital gain.
The following discussion assumes that the subscription rights issuance is a non-taxable distribution with respect to a U.S. Holder’s existing shares of our stock for U.S. federal income tax purposes.
Tax Basis in the Subscription Rights
If the fair market after discussions with Dr. David Helfet, Co-Foundervalue of the subscription rights a U.S. Holder receives is less than 15% of the fair market value of its existing shares of our stock (with respect to which the subscription rights are distributed) on the date the U.S. Holder receives the subscription rights, the subscription rights will be allocated a zero dollar basis for U.S. federal income tax purposes, unless the U.S. Holder elects to allocate its basis in its existing shares of our stock between its existing shares of our stock and the Director Emeritussubscription rights in proportion to the relative fair market values of the Orthopedic Trauma Service at both the Hospital for Special Surgeryexisting shares of our stock and the New York-Presbyterian Hospital, regardingsubscription rights, determined on the critical challengedate of receipt of the subscription rights. If a U.S. Holder chooses to patients and hospitals posed by HAIs. Dr. Khoury subsequently led an “angel” investment group in funding the Company up toallocate basis between its existing shares of our IPO, in particular to provide for rigorous design and development of Pūrgo in a manner conforming to demanding regulatory requirementsstock and the developmentsubscription rights, then such U.S. Holder must make this election on a statement included with its timely filed tax return (including extensions) for the taxable year in which such U.S. Holder receives the subscription rights. Such an election is irrevocable.
However, if the fair market value of substantial intellectual property.
Dr. Khoury and Dr. Helfet are long-time colleagues who developedthe subscription rights received by a strong business relationship during their respective 26- and 10-year serviceU.S. Holder is 15% or more of the fair market value of its existing shares of our stock on the boarddate that such U.S. Holder receives the subscription rights, then such U.S. Holder must allocate its basis in its existing shares of directors of Synthes, Inc., a company with $4 billion of annual revenueour stock between those shares and the world’s leading manufacturersubscription rights received by the U.S. Holder in proportion to their fair market values determined on the date the U.S. Holder receives the subscription rights.
The fair market value of the subscription rights on the date that the subscription rights are distributed is uncertain, and marketerwe have not obtained, and do not intend to obtain, an appraisal of orthopedic trauma implants. the fair market value of the subscription rights on that date.
Holders of our stock should consult with their own tax advisors regarding their tax basis in shares of our stock and subscription rights received.
Exercise of Subscription Rights
In 2011, Dr. Khoury, atgeneral, a U.S. Holder will not recognize gain or loss upon the requestexercise of Hansjörg Wyss, Chief Executive Officer of Synthes, led an effort to sell Synthes. In 2012, Synthes successfully merged with Johnson & Johnson’s DePuy franchise in a $21 billion transaction.
To date, our team was formed through the utilization of highly qualified independent contractors and executives, including scientists, engineers, sales and marketing resources and others with expertise in electrical, mechanical and software engineering, computer science and regulatory matters, as well as experiencesubscription right acquired in the healthcare and medical device industries. We have used consultants and other contract personnel for product development and engineering projects as well as for outsourced manufacturing to leverage industry and subject matter experts as well as to manage the Company’s fixed cost structure.
We believe the team AeroClean Technologies has assembled, in addition to its differentiated technology and product offering, positions the Company to establish itself as the category leader and industry consolidator in premium air purification solutions for rooms, elevators and transportation systems.
Dr. Khoury and his team, with an established track record and experience from B/E Aerospace in penetrating and ultimately becoming the industry leader for a comprehensive array of commercial aircraft cabin interior componentsrights offering. A U.S. Holder’s adjusted tax basis, if any, in the facesubscription right plus the subscription price should be allocated between the share of multiple incumbent competitors, informs AeroClean Technologies’ approach topreferred stock and the air purification market, which we believe is currently populated by a number of small companies with technology that relies predominantly on traditional filtration devices.
Leveraging Engineering, Manufacturing and Regulatory Expertise
In developing our patents and related intellectual property into commercial devices that will meet the exacting standards of medical device regulators, while at the same time creating a competitive advantage in our target markets, AeroClean Technologies has chosen to partner with leading companies with both engineering and FDA regulatory expertise as well as FDA regulated contract manufacturers. Utilizationwarrant acquired upon exercise of the leading companiessubscription right. Any tax basis in their fields has allowed AeroClean Technologies to dramatically shorten the time-to-market of our Pūrgo device (our first marketable device), while also taking advantage of best-in-class engineering, regulatory expertise and assembly of our first commercial units without having to investstock upon which the substantial sums that would be required to establish all these capabilities in-house. The exacting standards embedded in our Pūrgo device are expected to deliver market leading performance in air purification with true competitive differentiation and which has supported final FDA 510(k) clearance for utilization in healthcare and other target markets where performance must be validated by certified independent laboratories.
Our in-house team, leveraging these organizations, has developed what we believe to be the lightest weight, most compact, powerful and cost-effective pathogen elimination device for our target markets.
AeroClean Technologies contracted with IPS, a leading medical and technology device engineering group, in developing the device configuration, which would optimize the performance and reliability of our patented UV-LED and SteriDuct technology. With over 100 designers and engineers who specialize in commercializing highly exacting applications of new technology, a dedicated IPS team has worked continuously with us to design, develop, test and source the components for the commercial production of the Pūrgo device. This is particularly true of electronics design and software engineering as well as product industrial design. To manufacture our first Pūrgo device, AeroClean Technologies has engaged Mack Molding, a leading contractsubscription rights were
 
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manufacturerissued which is allocated to the subscription rights under the prior paragraph should be further allocated between the share of medical devices, which also has experience manufacturing devicespreferred stock and the warrant acquired upon exercise of the subscription right in proportion to their relative fair market values on the date the subscription rights were distributed. The subscription price should be allocated between the share of preferred stock and the warrant acquired upon exercise of the subscription right in proportion to their relative fair market values on the exercise date. These allocations establish the U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the shares of preferred stock and warrants received upon exercise of such U.S. Holder’s subscription right. The holding period of a share of preferred stock or a warrant acquired upon exercise of a subscription right in the rights offering will begin on the date of exercise.
Expiration of Subscription Rights
If a U.S. Holder allows subscription rights received in the rights offering to expire, then such U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes. In such case, the U.S. Holder should re-allocate any portion of the tax basis in its existing stock previously allocated to the subscription rights that have expired to the existing stock.
Distributions on Preferred Stock or Common Stock
Distributions with respect to shares of our preferred stock or common stock will be taxable as dividend income to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purpose.
Dividend income received by certain non-corporate holders with respect to shares of our preferred stock common stock will generally be “qualified dividends” subject to preferential rates of U.S. federal income tax, provided that the U.S. Holder meets applicable holding period and other requirements. Subject to similar exceptions, dividend income on our shares of preferred or common stock paid to holders that are domestic corporations will generally qualify for the transportation, energy/environment, defense/aerospace and consumer markets. AeroClean Technologies also engaged MethodSense,dividends-received deduction. In addition, the dividends received deduction with respect to distributions may be subject to Section 1059 of the Code. Section 1059 of the Code requires a regulatory affairs and quality assurance consulting firm,corporate U.S. Holder to reduce time to marketits adjusted tax basis in its stock on which it has received a dividend by the amount of the dividends received deduction resulting from any “extraordinary dividend.” An extraordinary dividend for purposes of Section 1059 of the Code includes, among other items, a dividend that exceeds 5% of a U.S. Holder’s adjusted basis in our preferred stock or 10% of its adjusted basis in our common stock.
To the extent that the amount of a distribution exceeds our current and move our Pūrgo device successfully through the FDA regulatory process. MethodSense isaccumulated earnings and profits, such distribution will be treated first as a global medical device consultancy and software developer with over 21 yearstax-free return of deep industry experience, proven processes and modern technology focused on the commercial success of medical device companies.
Our Value Proposition
While there are numerous air filtration devices currently on the market, in addition to traditional filters fitted on HVAC systems primarily in hospitals, we believe the Pūrgo devices promise a step-change improvement in air treatment. By employing our patented UV-C LED and SteriDuct technology combined with three-stage filtration, our devices not only remove dust, spores, allergens and pathogens from the air but also eradicate essentially all types of airborne pathogens in occupied room airspaces and do so continuously. The process of upgrading HVAC systems in hospitals, schools, office buildings, commercial spaces and others looking for air quality solutions can not only be costly, but it can also be disruptive as the core system is retrofitted or construction takes place to address high-risk areas throughout the building.
Further, HVAC systems do not always run continuously and cannot, in any event, continuously protect a room’s occupants as compared to Pūrgo, which is continuously running and placed close to potential sources of cross-infection. Larger plug-and-play solutions are generally more costly and, we believe, less effective because they cannot always be placed closestcapital to the occupants we are protecting. Our first Pūrgo device isextent of a sizeholder’s adjusted tax basis in such shares of our common stock and price point ($3,250 manufacturer’s suggested retail price (MSRP)) that allows customers to strategically place units for optimal reduction of occupants’ exposure to airborne particles and pathogens. We believethereafter as capital gain.
Redemption Premium on Preferred Stock
If the combination of technology, performance andredemption price of preferred stock exceeds its issue price by more than a de minimis threshold, such excess may be treated as a constructive distribution of additional stock that is included in income over the Pūrgo devices will deliver a singular value proposition that will make AeroClean Technologies a disruptor and consolidator in the professional air treatment market.
Our Technological Advantage
The foundationterm of our patented pathogen-killing technologypreferred stock if either (i) the likelihood of a Deemed Liquidation Event is not considered remote, or (ii) the utilizationCompany is more likely than not to exercise its rights to redeem our preferred stock, in each case, within the meaning of solid-state LEDsthe regulations under Section 305 of the Code.
For these purposes, the redemption price at maturity will exceed the de minimis threshold, if it exceeds the product of (i) 1/4 of 1% of the redemption price at maturity and (ii) the unique way wenumber of complete years to maturity. Because our preferred stock does not have deployed this LED technology througha stated maturity date, it is unclear how to calculate the developmentde minimis threshold on our preferred stock.
The issue price of our patented SteriDuct technology, which incorporatespreferred stock for United States federal income tax purposes will be equal to the amount of the subscription price that is allocated to our preferred stock as discussed above under “— Exercise of Subscription Rights.” It is possible that our preferred stock will be issued with more than a proprietary geometry and reflective coating air induction and treatment process to safely deliver superior pathogen killing capability, while operating at lower power levels and with minimal air flow disruption. Our technology uses UV-emitting LEDs, which replaces conventional vacuum tube UV sources used in other competing UV devices — which are harmful to human beings andde minimis amount of redemption premium. Under Section 305(c) of the environment and emit poisonous mercury gas when broken.
StudiesCode, such premium must be taken into account as a series of COVID-19 transmission have highlighted that,constructive distributions under principles similar to seasonal flu viruses and other pathogens (such as severe acute respiratory syndrome, or “SARS,” and Middle East respiratory syndrome, or “MERS”), COVID-19 is transmitted predominantly through contact between an infected person and others. To effectively limit this exposure, the air in the room that the infected person occupies must be continuously treated to remove the pathogens being transmitted into the air in the room. The Pūrgo device operates continuously, and the devices are able to be placed strategically within occupied rooms to treat the infected air closer to the sourceprinciples of the infectious material, rather than haveoriginal issue discount provisions of the air pulled fromCode (i.e., using a constant yield method over the room through traditional filtering systems. Testing results confirmed thatterm of our device, powered by SteriDuct, was able to eradicate 99.99% (“4 Log”) of airborne pathogens in less than 60 minutes, including a surrogate pathogen for COVID-19.
 
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[MISSING IMAGE: tm2220550d1-lc_reduct4clr.jpg]preferred stock), in advance of receiving distributions attributable to such income. Because our preferred stock does not have a stated maturity date, the amounts and timing of such inclusions are uncertain.
The Pūrgo air filtration machinestated redemption price at maturity will generally equal the face amount of our preferred stock. While there is no authority directly on point, it is possible that the annual dividend yield on our preferred stock will be included in the stated redemption price at maturity, with the effect that U.S. Holders would be treated as constructively receiving a compact, lightweight, powerful, energy efficient devicedistribution in an amount equal to annual dividends payable on our preferred stock even if such amounts are not paid.
U.S. Holders should consult their tax advisors regarding whether they will be subject to constructive distributions on any redemption premium (including the annual dividend yield) on our preferred stock and how to determine the amount and timing of any such constructive distributions.
Constructive Distributions on Preferred Stock
The conversion rate of our preferred stock is subject to adjustment under certain circumstances. Section 305(c) of the Code and U.S. Treasury Regulations thereunder may treat a U.S. Holder of our preferred stock as having received a constructive distribution includable in such U.S. Holder’s income in the manner as described above under “— Distributions on Preferred Stock or Common Stock,” if and to the extent that we believe delivers best-in-class performance.certain adjustments in the conversion rate (or failures to make such an adjustment) increase the proportionate interest of such U.S. Holder in our earnings and profits. In certain other circumstances, an adjustment to the conversion rate of our preferred stock or a failure to make such an adjustment could potentially give rise to constructive distributions to U.S. Holders of our common stock. Thus, under certain circumstances, U.S. Holders may recognize income in the event of a constructive distribution even though they may not receive any cash or property.
Disposition of Common Stock or Preferred Stock
Subject to the discussion below with respect to Section 306 Stock, a U.S. Holder that sells or otherwise disposes of shares of common stock or preferred stock in a taxable transaction will generally recognize capital gain or loss equal to the difference between the amount realized and such U.S. Holder’s adjusted tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if a U.S. Holder’s holding period for such shares is more than one year at the time of disposition. Long-term capital gain of a non-corporate holder is generally taxed at preferential rates. The LEDs useddeductibility of capital losses is subject to limitations.
Section 306 Stock
In general, under Section 306 of the Code, if the receipt of the subscription rights is not taxable, preferred stock received on exercise of subscription rights may constitute “Section 306 stock” and be subject to special tax rules requiring recognition of ordinary income on a disposition of such stock, unless: (i) the Company does not have any current or accumulated earnings and profits for the current year, or (ii) U.S. Holders are able to establish to the satisfaction of the IRS that the distribution of subscription rights and subsequent disposition of preferred stock was not in Pūrgo produce UV output at preciselypursuance of a plan having one of its principal purposes the wavelengthavoidance of United States federal income tax. There can be no assurance, however, that any particular stockholder will be able to maximize pathogen killing, 265 nanometers. Our utilizationavoid Section 306 ordinary income treatment under these rules. Holders should consult their tax advisors regarding the availability of LEDs reflectsthis exception to the advances in LED technology that have made LEDs superiorordinary income tax treatment under Section 306 of the Code with respect to UV vacuum tube bulbs in terms of energy efficiency, superior air flow dynamics and safety. The cost of LEDs has come downtheir particular circumstances.
If preferred stock is subject to the rules applicable to Section 306 stock, the amount realized by a factorU.S. Holder upon a disposition of ten onsuch preferred stock (other than (i) a per watt basis over the past decade, while the effective operational life has also grown by ten,redemption, which is discussed below, or (ii) a disposition resulting in a complete termination of a U.S. Holder’s entire actual and output power has increased by a factor of seven. By contrast, UV vacuum tubes are an old technology, which cannot be operatedconstructive stock ownership interest in the presence of human beings and forCompany, which we believe significant performance improvementsis discussed below) will be treated as ordinary income (and will not be offset by such U.S. Holder’s adjusted tax basis in such stock), but only to the extent that such amount does not exceed the amount which would have been infrequent and have had less impact. LEDs also meet current environmental best practices,treated as they have no toxic materials such as mercury, which are prevalent in conventional UV lamps.
We developed our patented SteriDuct operating system to optimizea dividend if at the application of state-of-the-art UV-C LEDs in several pathogen killing configurations. Optical analysis tools such as ray tracing, combined with mathematical modeling, allow us to geometrically locate the LEDs in the exact spot in SteriDuct to maximize light intensity. Further, material scientific developments have enabled us to utilize alenod material in the coating of SteriDuct, which triples the pathogen killing irradiance of SteriDuct, and computational fluid dynamics were applied in the positioningtime of the LEDs to optimize air flow and minimize air pressure loss, thereby reducing fan and motor requirements to circulate air, which reduces size, weight and cost while achieving 4 Log average kill rates (99.99%) against viral, bacterial and fungal pathogens. To validate and prove the pathogen killing power of SteriDuct, we have completed extensive microbial testing in Good Laboratory Practice (“GLP”) compliant, independent laboratories.
Since the design architecturereceipt of the pathogen killing SteriDuct hassubscription rights, if the Company were to have distributed cash in an efficient high air flow and a low pressure loss profile, the design is flexible and can be incorporated into many applications. Implementation of our SteriDuct technology into the Pūrgo devices incorporates both a sophisticated filtration system that reduces particles, odors, organic solvents, bacteria, viruses, allergen and mold, as well as our patented UV-C LED based pathogen killing system. SteriDuct may also be used in large spaces such as lecture halls and auditoriums. SteriDuct purification devices can be deployed at the HVAC discharge grille or at the central air handler. This implementation would not require additional fans in the air handler dueamount equal to the low-pressure characteristicsfair market value of SteriDuct. We expect that similar configurations canthe subscription rights as of the date of their distribution (if you are a non-corporate U.S. Holder, such ordinary income will be developedtreated as a dividend for airplanes and buses.
Our Target Markets
We believe our technology is adaptable and superior inpurposes of applying the treatmentlower rate of air and destruction of pathogens in any interior space. The market for our technology, therefore, is both large and global in nature taxation applicable to long-term capital gains (see discussion above under “— we estimate the total addressable market opportunity just within the U.S. healthcare market to be approximately $12 billion. Our proprietary patents and the validation of our first device, the compact,Distributions on Preferred Stock or
 
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lightweight, powerful and cost-effective Pūrgo air purification device,Common Stock”)). Any excess of the amount realized over the sum of (i) the amount treated as ordinary income upon disposition plus (ii) the adjusted tax basis in such stock, will be important in establishing our brand and commercial footprint.
The markets we intend to focus on initiallytreated as a capital gain. No loss will be predominantlyrecognized upon a disposition of Section 306 stock. A U.S. Holder’s adjusted tax basis in shares of preferred stock that has been disposed of that is not used to offset any amount realized from such disposition under the foregoing rules will generally be added to the adjusted tax basis of any common stock actually owned by such U.S. Holder. However, if a disposition (other than a redemption) of Section 306 stock terminates a U.S. Holder’s entire actual and constructive stock ownership interest in the healthcare industry, asCompany, the inspiration forforegoing rules will not apply and such U.S. Holder will be subject to the treatment described in “— Disposition of Common and Preferred Stock” above such disposition will not give rise to ordinary income, and loss may be recognized.
If our technology waspreferred stock constitutes Section 306 stock, the amount realized by a U.S. Holder in redemption of such stock will not be offset by such U.S. Holder’s adjusted tax basis in such stock and will result in dividend income to address the high rateextent of HAIs acquired throughout hospitals, but particularly in surgeriesour then available earnings and outpatient treatment areas withprofits, unless the highest populationredemption complete termination of immunocompromised patients. Moreover, the healthcare industrya U.S. Holder’s entire actual and constructive stock ownership interest in the Company or is a redemption in partial or complete liquidation of the Company. Corporations may be eligible for a dividends-received deduction for amounts received that are treated as a dividend under these rules (see discussion above under “— Distributions on Preferred Stock or Common Stock”). The law is unclear as to the treatment of any unused tax basis in preferred stock if the redemption of such stock results in dividend income treatment to a U.S. represents an approximately $12 billion market opportunity thatHolder. U.S. Holders should consult their tax advisors regarding any such unused tax basis.
Conversion of Our Preferred Stock into Our Common Stock
A U.S. Holder will continuegenerally not recognize any gain or loss in respect of the receipt of our common stock upon the conversion of our preferred stock (except to be on the front lines of dealing with pathogens and, therefore, we expect will be receptive to technological advances that addressextent the issue. We are acutely focused on the breadth of healthcare facilitiesU.S. Holder receives a cash payment for any fractional share that would benefit from utilizationotherwise have been issuable upon conversion of Pūrgoour preferred stock). The adjusted tax basis of our common stock that a U.S. Holder receives on conversion will equal the adjusted tax basis of our preferred stock converted (decreased by the adjusted tax basis allocable to any fractional share that would otherwise have been issuance upon conversion of our preferred stock), and Pūrgo Lift devices, as well as our SteriDuct technology. Inthe holding period of such common stock received on conversion will include the period during which the U.S. alone,Holder held our preferred stock prior to conversion.
If a conversion occurs when there are 6,090 hospitals, which have 208,500 on-site surgical facilities. In addition, these hospitals have 106,000 intensive care beds, predominantly each in their own room,is a dividend arrearage on our preferred stock and 825,000 non-ICU beds, usually configured with three beds per room. We have also assumed each hospital has 15 waiting rooms across both the general admittance and specialty practices withinfair market value of our common stock exceeds the facility and that each hospital has a minimum of seven elevators. As a result, in total, we estimate the approximate total market opportunity for the Pūrgo device within the U.S. hospital system to be $2.4 billion. For example, our largest customer in 2021, which made up 45% of revenues, was a hospital with a broad deployment of 100 units to address a variety of clinical and non-clinical spaces. While these individual customers may be significant, and customers may purchase units over time to satisfy their needs, we believe that the transactional natureissue price of the opportunities and the size of the addressable market mitigatepreferred stock, a risk of concentration on an ongoing basis.
We believe the non-hospital medical market presents an equally compelling opportunity. There are approximately 209,000 medical offices in the U.S., as well as 9,280 non-hospital surgery centers containing 16,000 procedure rooms. We believe that most rooms could utilize a minimum of two Pūrgo devices to optimize room sanitization and disinfection, representing a market opportunity of approximately $4.3 billion.
Our third expected healthcare market opportunity is serving the long-term care and assisted living industry. We view this market as a natural extension of the first two areas, hospital and medical offices, which we will address in the first phase of our commercial launch. There are currently 60,000 long-term care and assisted living facilities in the U.S., and we believe, from a safety and fiduciary position, each facility should consider coverageportion of the common facilities, including dining rooms, activity rooms, therapy rooms and, importantly, reception areas and elevators, representingstock received might be treated as a market opportunitydividend distribution taxable as ordinary income.
In the event a U.S. Holder’s preferred stock is converted pursuant to an election by such U.S. Holder in the case of approximately $5.1 billion, exclusivecertain acquisitions or fundamental changes or pursuant to certain other transactions (including our consolidation or merger into another person), the tax treatment of elevators.
We believe adoptionsuch a conversion will depend upon the facts underlying the particular transaction triggering such a conversion. In this regard, it is possible that any related adjustments of the Pūrgo deviceconversion rate would be treated as a constructive distribution to the U.S. Holder as described below under “— Constructive Dividends on Preferred Stock or Common Stock.” U.S. Holders should consult their own tax advisors to determine the specific tax treatment of a conversion under such circumstances. Any common stock received on a conversion of preferred stock will not be considered Section 306 stock.
Constructive Distributions on Warrants
As described in the healthcare environment will create substantial credibility and momentum that will provide us an opportunitysection entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to enterholders of our stock the university and K-12 school market. For example, on March 11, 2021, President Biden signedforeseeable future. However, if at any time during the $1.9 trillion coronavirus relief package,period in which a U.S. Holder holds warrants, we were to pay to holders of our common stock distributions of cash, property, or rights or warrants to subscribe for or purchase any security other than our common stock, the American Rescue Plan, which included $130 billion to help schools reopen safely by reducing the probability of cross-infection — including for personal protective equipment, reducing class sizes and, importantly, improving ventilation. In a 2021 report on K-12 public school infrastructure, the American Society of Civil Engineers found that more than 40% of schools had HVAC systems in need of repair. Therefore, we believe that the K-12 school market represents a market opportunity of approximately $1 billion. We are engaging in activities with a goal of accessing the K-12 school market, including direct marketing to school administrators online and working with third-parties that specialize in marketing to K-12 schools. While our primary focus in 2022 has been establishing our commercial footprint within the healthcare markets as previously noted, we expect to see word-of-mouth driven demand from universities and schools as the year progresses. We estimate the total addressable market opportunity within the U.S. education and childcare markets (public and private K-12 schools, universities and colleges, preschool and daycare) to be approximately $9.7 billion.
Similarly, we believe emerging public awarenessexercise price of the realitieswarrants will be adjusted. Any such adjustments in respect of airborne infections are focusing both tenants and landlords onsuch distributions of cash or property will result in a deemed distribution to U.S. Holders of our warrants. In addition, the inadequaciesexercise price of centralized HVAC systems for protecting occupants in individual rooms,our warrants will also be adjusted in the instance when an infected personevent there are stock dividends, stock splits (including reverse stock splits) and rights offerings with respect to our common stock. It is possible that these adjustments may also result in the room and contagious. Only localized, continuous sanitizinga deemed distribution in respect of the air can reduce the risk of infection in these circumstances. We believe prophylactic placement of the Pūrgo devices in conference rooms, open work environments, cafeterias, lobbies and other communal spaces will substantially improve the air quality of these areas well beyond what is provided by central HVAC systems and thereby make it safe to return to and remain at work in multi-storyour warrants. Any such deemed distributions should
 
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office buildings. We estimategenerally be treated as described above in “Distributions on Common Stock.” U.S. Holders should generally increase their basis in their warrants by the total addressable market opportunity withinamount of any taxable distributions that are treated as a dividend. U.S. Holders should consult their tax advisors regarding whether any adjustments to the exercise price of our warrants will result in a constructive distribution.
Disposition, Exercise or Expiration of Warrants
Upon the sale or other taxable disposition of a warrant (other than by exercise) received upon exercise of a subscription right, a U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in the warrant. A U.S. Holder’s adjusted tax basis in a warrant will generally equal its initial tax basis (discussed above under “— Exercise of Subscription Rights”), as adjusted for elevator air purificationany constructive dividends on the warrant discussed above. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such warrant is more than one year at the time of the sale or other taxable disposition. Long-term capital gain of a non-corporate holder is generally taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.
A U.S. Holder will not be required to recognize income, gain or loss upon exercise of a warrant received upon exercise of a subscription right. A U.S. Holder’s tax basis in a share of our common stock received upon exercise of the warrants for cash will be equal to the sum of (1) the U.S. Holder’s tax basis in the warrants exchanged therefor and (2) the exercise price of such warrants. A U.S. Holder’s holding period in the shares of our common stock received upon exercise will commence on the day after such U.S. Holder exercises the warrants.
In certain circumstances, the warrants will be exercisable on a cashless basis. The U.S. federal income tax treatment of an exercise of a warrant on a cashless basis is not clear, and could differ from the consequences described above. It is possible that a cashless exercise could be a taxable event. U.S. Holders are urged to consult their tax advisors as to the consequences of an exercise of a warrant on a cashless basis, including with respect to whether the exercise is a taxable event, and their holding period and tax basis in our common stock received.
If a warrant expires without being exercised, a U.S. Holder will recognize a capital loss in an amount equal to such holder’s adjusted tax basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. Holder’s holding period in such warrant is more than one year. The deductibility of capital losses is subject to certain limitations.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends, sales proceeds in respect of our Securities or other amounts paid to U.S. Holders, unless an exemption applies. Backup withholding tax may apply to amounts subject to reporting if the holder fails to provide an accurate taxpayer identification number or fails to report all interest and dividends required to be approximately $5.0 billion.shown on its U.S. federal income tax returns. A U.S. Holder can claim a credit against its U.S. federal income tax liability for the amount of any backup withholding tax and a refund of any excess, provided that all required information is timely provided to the IRS. U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.
Commercialization PlanTax Considerations Applicable to Non-U.S. Holders
Receipt, Exercise and Expiration of the Subscription Rights
As mentionednoted above, we launchedthis discussion assumes that the first commercial applicationsubscription rights issuance is a nontaxable distribution. See “— Tax Considerations Applicable to U.S. Holders — Receipt of our technology withSubscription Rights” above. In such case, non-U.S. Holders will not be subject to U.S. federal income tax (including withholding tax) on the Pūrgo air purification device in July 2021 and have begun the manufacturing start up process to support this rollout. Our founding investors have invested approximately $15 million to date to support our technology conceptualization, product design, prototyping, testing and pre-product launch expenses, we raised an additional approximately $21.6 million in net proceeds in our IPO, and we raised an additional $15 million (less fees and expenses) in connection with the Private Placement. We have engaged Mack Molding, an FDA-regulated subsidiaryreceipt, exercise or expiration of the privately held Mack Group, to manufacture our first Pūrgo device. Mack Molding is a leading contract manufacturer of medical devices, with a focused team of product development, program management, quality, regulatory, document controlsubscription rights.
Distributions on Preferred Stock and purchasing staffCommon Stock
Distributions on preferred stock and common stock that are skilled in medical device manufacturing.
We have sold the Pūrgo air purification device principallycharacterized as dividends paid to hospitals, outpatient facilities and medical offices in multi-unit transactionsa Non-U.S. Holder will generally be subject to optimize both our sales productivity and our ability to provide efficient aftermarket service to our proprietary devices. We have begun the processwithholding of hiring a dedicated sales team to support our targeted sales efforts. We are also exploring exclusive distribution arrangements with several potential distribution and service partners, both domestically and internationally, which could help accelerate the market penetration of our devices more rapidly than on a purely organic basis.
We launched the Pūrgo device into the multi-billion dollar Florida healthcare market initially, focusing principally on reducing the exposure of immunocompromised patients to airborne pathogens while in chemotherapy and other outpatient infusion centers, general, specialty and eye surgery-centers and medical offices. We believe the Florida medical market is both extensive and representative of the larger healthcare opportunity across the U.S. and that penetrating this market will allow us to scale up our operations at the same time from our corporate offices in Palm Beach Gardens, Florida. We intend to grow our sales organization ahead of demand to take advantage of the learning curve afforded by our sales in Florida.
At the same time as we are marketing our room air purification device, we intend to accelerate our development of complementary devices that will address other points of pathogen vulnerability within the work and travel markets. Our highest priority in this regard is our elevator air purification device, Pūrgo Lift. We believe the tight enclosure of elevators is a “hot spot” for pathogen transmission that will be crucial for every high rise building to address in re-opening safely. This is particularly true in hospitals, where sick, vulnerable patients and visitors are regularly together on lifts. We developed working prototypes of the Pūrgo Lift device for beta testing and market feedback by the end of 2021, and we expect one of our customers to begin trialing the device in one of its public elevators during the first half of 2022 to evaluate for future deployment across the customer’s facilities.
The commercial aviation market is alsofederal tax at a critical stage, with safe travel contingent on the ability to move passengers safely through airport waiting and boarding areas and to treat cabin air in-flight and to disinfect aircraft cabins between flights. Our SteriDuct technology was first developed by one of the former lead engineers of B/E Aerospace, a world leader in cabin interiors, including oxygen systems, and in its current form is adaptable to this application.
Similar to the commercial aviation market, we believe the large building HVAC market will provide substantial retrofit opportunities, as the current large systems generally rely on filtration systems that do not effectively remove and destroy pathogens flowing through the system. We intend to enter into discussions with the leading global HVAC suppliers, as well as directly with building owners, to develop retrofit applications for our SteriDuct technology that will complement existing installed systems in these large buildings.
Intellectual Property
The proprietary nature of, and protection for, our technology, processes and know-how are important to our business. Our commercial success will depend in part on obtaining and maintaining patent protection,30% rate or such lower
 
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protecting our know-howrate as may be provided by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a Non-U.S. Holder must furnish to the Company or its paying agent a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to the Company or its paying agent prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder qualifies for a reduced treaty rate but does not timely provide the Company or the payment agent with the required certification, such Non-U.S. Holder may be entitled to a credit against their U.S. federal income tax liability or a refund of the tax withheld, which the Non-U.S. Holder may claim by filing the appropriate claim for refund with the IRS.
Dividends that are treated as “effectively connected” with a trade secrets, successfully defending any patents against third-party challengesor business conducted by a Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base of the Non-U.S. Holder within the United States) are not subject to the withholding tax, provided the Non-U.S. Holder satisfies certain certification and where relevant, collaborating with third party licensorsdisclosure requirements. Instead, such dividends, net of specified deductions and credits, are taxed at the same graduated U.S. federal income tax rates applicable to obtain licenses to use relevant technology.
Our ability to stop third parties from making, using, selling, offering to sell or importing our products depends onU.S. persons. To the extent a dividend is effectively connected with a U.S. trade or business, non-corporate Non-U.S. Holders may be eligible for taxation at reduced U.S. federal tax rates applicable to which we have rightsqualified dividend income. Any such effectively connected dividends received by a Non-U.S. Holder that is a corporation may, under valid and enforceable patentscertain circumstances, be subject to an additional “branch profits tax” at a 30% rate or trade secrets that cover these activities. We have been issued four patents in the U.S. We also have a number of other patent applications pending in the U.S. and other jurisdictions, including Europe and Japan. Our patent portfolio includes patents relating to our UV-C LED SteriDuct technology, which is incorporated into our Pūrgo and Pūrgo Lift products.such lower rate as specified by an applicable income tax treaty.
We cannot be sure that patents will be grantedRedemption Premium on Preferred Stock
As discussed above with respect to U.S. Holders, redemption premium or unpaid annual dividends on preferred stock may be treated as constructive distributions. See the discussion above under “— Tax Considerations Applicable to U.S. Holders — Redemption Premium on Preferred Stock.” If such amounts are treated as constructive distributions to non-U.S. Holders, to the extent such amounts are treated as dividends, Non-U.S. Holders will subject to tax consequences generally similar to those discussed above under “— Distributions on Preferred Stock and Common Stock.” If Non-U.S. Holders receive constructive dividends on our preferred stock, is possible that U.S. federal tax on the constructive dividend would be withheld, if applicable, from subsequent cash payments on our preferred stock.
Disposition of our Securities
Subject to the discussions below on Section 306 stock, backup withholding and FATCA (as defined below), a Non-U.S. Holder will generally not be subject to any U.S. federal income tax or withholding tax on any gain realized upon such holder’s sale or other disposition our Securities, unless:
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the gain is effectively connected with a trade or business of pending patent applicationsthe Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base of the Non-U.S. Holder within the United States),
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the Non-U.S. Holder that is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and meets certain other requirements, or
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the Company is, or has been a “United States real property holding corporation” ​(a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Securities.
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Gain that is effectively connected with conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment within the United States) will generally be subject to U.S. federal income tax, net of certain deductions at the same rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to a “branch profits tax” of 30% with respect to such gain (or a lower rate prescribed in an applicable tax treaty).
The Company believes that it is not currently, and has not been at any patent applications we filetime, a USRPHC. However, the Company has not undertaken any formal analysis as to its past or present USRPHC status, and no assurance can be given that it is not, nor will it become a USRPHC in the future, nor canfuture. Non-U.S. Holders should consult their tax advisors regarding the consequences to them if we be sure that any existing patentsare or any patents that may be granted in the future upon which we rely will be commercially useful in protecting our products or processes. See the sections entitled “Risk Factors — Our success may depend on our ability to protect our intellectual property” and “— We may need to initiate lawsuits to protect or enforce our patents or other proprietary rights, which would be expensive and, if unsuccessful, may cause us to lose some of our intellectual property rights.”
Competition
We believe that the COVID-19 pandemic has increased, and will continue to increase, the global focus on clean air. We experience competition from organizations such as large, diverse companies with extensive product development and manufacturing, as well as smaller specialized companies, that have developed and are attempting to develop air filtration and purification systems. We believe that we have significant competitive advantages over other organizations. For example, we believe that competitive products to the Pūrgo device in the “medical grade” niche are expensive, cumbersome and havebecome a limited effective life.
Additionally, we believe many of our competitors are promoting technologies that are not proven, do not have enough scientific data and are potentially harmful. Importantly, our Pūrgo technology meets or exceeds each of the air purifiers guidelines and recommendations by the Centers for Disease Control and Prevention, Environmental Protection Agency and the American Society of Heating, Refrigerating and Air-Conditioning Engineers.
Our competitors may develop and commercialize products and technologies that compete with our products and technologies. Organizations that compete with us may have substantially greater financial resources than we do and may be able to: (i) provide broader services and product lines; (ii) make greater investments in research and development; (iii) carry on larger research and development initiatives; (iv) undertake more extensive marketing campaigns; and (v) adopt more aggressive pricing policies than we can. They also may have greater name recognition and better access to customers than we do. We also expect to continue to face competition from alternative technologies. Our technology and products may be rendered obsolete or uneconomical by advances in existing technological approaches or products or the development of different approaches or products by one or more of our competitors. See the risk described under the section entitled “Risk Factors — We face intense competition.”
Facilities
Our principal executive offices are located at 10455 Riverside Drive, Palm Beach Gardens, FL 33410. We lease approximately 20,000 square feet at this location, which includes our warehouse and distribution facilities. We consider these facilities adequate for our current operations.
Employees
We utilize the services of nine direct employees. The Company also utilizes full-time independent contractors and full-time equivalent consultants as well as consulting firms for product development, engineering, quality and regulatory matters, investor relations, marketing and advertising, public relations and social media. The services of our Chief Scientific Officer, Director of Engineering & Product Development, Director of Regulatory Affairs & Quality and Director of Operations are provided to usUSRPHC.
 
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Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
Section 306 Stock
As discussed above with respect to U.S. Holders, if our preferred stock is considered Section 306 stock, holders may be required to recognize dividend income upon certain dispositions of our preferred stock. See the discussion above under service arrangements. We also utilize many consultants“— Tax Considerations Applicable to U.S. Holders — Section 306 Stock.” If a Non-U.S. Holder is required to treat an amount on disposition of our preferred stock as a dividend, such Non-U.S. Holder will generally be subject to the consequences described under “— Distributions on Preferred Stock and Common Stock.”
Conversion of Our Preferred Stock into Our Common Stock
A Non-U.S. Holder will generally not recognize any gain or loss in respect of the receipt of our common stock upon the conversion of our preferred stock (except to the extent the non-U.S. Holder receives a cash payment for any fractional share that would otherwise have been issuable upon conversion of our preferred stock). If our preferred stock is considered Section 306 stock, any common stock received will not be considered Section 306 stock.
If a conversion occurs when there is a dividend arrearage on our preferred stock and the fair market value of our common stock exceeds the issue price of the preferred stock, a portion of the common stock received might be treated as a dividend distribution generally taxable as discussed above under “— Tax Considerations Applicable to Non-U.S. Holders — Distributions on Preferred Stock and Common Stock.”
Constructive Distributions on Preferred Stock
As described above under “— Tax Considerations Applicable to U.S. Holders — Constructive Dividends on Preferred Stock,” in certain circumstances, a non-U.S. Holder will be deemed to receive a constructive distribution from us. Adjustments in the ordinary courseconversion rate (or failures to adjust the conversion rate) that increase the proportionate interest of a non-U.S. Holder in our earnings and profits could result in constructive distributions to the non-U.S. Holder that are treated as dividends for U.S. federal income tax purposes. Any constructive dividend deemed paid to a non-U.S. Holder will generally be subject to U.S. federal income tax or withholding tax in the manner described above under “— Tax Considerations Applicable to Non-U.S. Holders — Distributions on Preferred Stock and Common Stock.” It is possible that U.S. federal tax on the constructive dividend would be withheld, if applicable, from subsequent payments on our preferred stock or our common stock.
Constructive Distributions on Warrants
As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our business and hire additional personnel onstock the foreseeable future. However, if at any time during the period in which a project-by-project basis. We believe thatNon-U.S. Holder holds warrants, we were to pay distributions of cash, property, or rights or warrants to subscribe for or purchase any security other than our employee and labor relations are good.
Legal Proceedings
We are not currently partycommon stock, the exercise price of the warrants will be adjusted. Any such adjustments in respect of distributions of cash or property will result in a deemed distribution to any legal proceedings,Non-U.S. Holders of our warrants. In addition, the adverse outcomeexercise price of which, individually orour warrants will also be adjusted in the aggregate, we believeevent there are stock dividends, stock splits (including reverse stock splits) and rights offerings with respect to our common stock. It is possible that these adjustments may also result in a deemed distribution in respect of our warrants. Any such deemed distributions should generally be treated as described above in “Distributions on Common Stock”. Non-U.S. Holders should generally increase their basis in their warrants by the amount of any taxable distributions that are treated as a dividend. Non-U.S. Holders should consult their tax advisors regarding whether any adjustments to the exercise price of our warrants will haveresult in a material adverse effectconstructive distribution.
Exercise of or Expiration of Warrants
In general, a Non-U.S. Holder will not be subject to U.S. federal income tax on the exercise of warrants into shares of our business, financial condition or results of operations.common stock. As discussed above in “— Tax Considerations Applicable to U.S.
 
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REGULATIONHolders — Disposition, Exercise or Expiration of Warrants
We are,” the U.S. federal income tax treatment of an exercise of a warrant on a cashless basis is not clear. Non-U.S. Holders will generally not be subject to regulation by the FDA in marketing the Pūrgo device, having received 510(k) clearance in June 2022. The FDA granted our Pūrgo technology 510(k) clearance in June 2022, classifying itU.S. federal income tax with respect to a cashless exercise of a warrant, even if such exercise is treated as a Class II Medical Device. FDA 510(k) clearance enablestaxable exchange for such purposes, unless such Non-U.S. Holder is subject to any of the marketingrules or circumstances described in “— Sale or Other Disposition of Our Securities” below (as applied to the Warrants), in which case such Non-U.S. Holder will generally be subject to U.S. federal income tax as described therein. Non-U.S. Holders are urged to consult their tax advisors as to the consequences of an exercise of a warrant on a cashless basis, including with respect to whether the exercise is a taxable event, and their holding period and tax basis in our common stock received.
If a warrant expires without being exercised, a Non-U.S. Holder will recognize a capital loss in an amount equal to such holder’s adjusted tax basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. Holder’s holding period in such warrant is more than one year. The deductibility of capital losses is subject to certain limitations. If a Non-U.S. Holder is not subject to U.S. net income tax, such Non-U.S. Holder will not be able to use any such loss.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends, sales proceeds in respect of our products as medical devices in healthcareSecurities or other amounts paid to Non-U.S. Holders, unless an exemption applies. Backup withholding tax may apply to amounts subject to reporting if the holder fails to provide an accurate taxpayer identification number or fails to report all interest and other markets for which product performance isdividends required to be validated by certified independent labs.shown on its U.S. federal income tax returns. A Non-U.S. Holder can claim a credit against its U.S. federal income tax liability for the amount of any backup withholding tax and a refund of any excess, provided that all required information is timely provided to the IRS. Non-U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.
The FDA regulates the development, design, manufacturing, safety, effectiveness, labeling, packaging, storage, installation, servicing, recordkeeping, clearance, adverse event reporting, advertising, promotion, marketing and distribution, and import and export of medical devicesAdditional Withholding Tax on Payments Made to ensure that medical devices distributed domestically are safe and effective for their intended uses and otherwise meet the requirementsForeign Accounts
Sections 1471-1474 of the FDCA.
AfterU.S. Internal Revenue Code (commonly known as “FATCA”) impose a 30% withholding tax on certain types of payments (including dividends by the Company) made to “foreign financial institutions” and certain other non-U.S. entities unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. If any payee, whether or not it is a beneficial owner or an air purification productintermediary with respect to a payment, is cleared for marketing as a medical device, numerous and pervasive regulatory requirements continueforeign financial institution that is not subject to apply. These include:
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establishment registration and device listingspecial treatment under certain intergovernmental agreements, it must enter into an agreement with the FDA;
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requirements that manufacturers, including third-party manufacturers, follow stringent design, testing, control, documentation andU.S. Treasury requiring, among other quality assurance procedures during all aspects of the design and manufacturing process;
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labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced and provides adequate directions for use and that all claims are substantiated;
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clearance of a new 510(k) premarket notification for modifications to 510(k) cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of the device;
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medical device reporting regulations, which require that a manufacturer report to the FDA information that reasonably suggests a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar devicethings, that it markets would be likelyundertakes to causeidentify accounts held by certain U.S. persons or contribute to a death or serious injury, if the malfunction were to recur;
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correction, removal and recall reporting regulations, which require that manufacturersU.S.-owned foreign entities, annually report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;
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complying with the federal law and regulations requiring Unique Device Identifiers on devices and also requiring the submission of certain information about each devicesuch accounts, and withhold 30% on payments to account holders whose actions prevent them from complying with these reporting or other requirements. Withholding under this legislation on withholdable payments to foreign financial institutions and certain non-financial foreign entities will also apply to the FDA’s Global Unique Device Identification Database;
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the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the marketgross proceeds of a productdisposition of our Securities (which will include sales, redemptions and returns on capital). However, proposed regulations on which taxpayers may rely suspend this withholding requirement in respect of gross proceeds until final regulations are published. Failure by a Non-U.S. Holder (or any non-U.S. intermediary through which it will hold its stock) that is in violation of governing laws and regulations if the FDA finds that there is a reasonable probability that the device would cause serious, adverse health consequences or death; and
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post-market surveillance activities and regulations, which apply when deemed by the FDAsubject to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.
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The Pūrgo device’s manufacturing processes are requiredFATCA to comply with applicable regulations covering the methodsits certification and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distributions, installation and servicing of finished devices intended for human use. Regulations also require, among other things, maintenance ofreporting requirements, or properly document its status as a device master record, device history file and complaint files. As a specification developer of a regulated medical device, our facilities and records relating to such devices areperson not subject to periodic scheduled or unscheduled inspections byFATCA withholding, could result in withholding at a rate of 30% on withholdable payments made to the FDA. In addition, asNon-U.S. Holder. Non-U.S. Holders owning our contract manufacturer, Mack Molding’s facilities, records and manufacturing processes are also subject to periodic scheduled or unscheduled inspections by the FDA. Following such inspections, the FDA may issue reports known as Forms FDA 483 or Notices of Inspectional Observations, which list instances where the FDA investigator believes the inspected entity has failed to complySecurities through a non-U.S. intermediary should consult their tax advisors regarding this legislation.
AS INDICATED ABOVE, THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY AND SHOULD NOT BE VIEWED AS TAX ADVICE. HOLDERS RECEIVING A DISTRIBUTION OF SUBSCRIPTION RIGHTS CONTEMPLATED IN THIS RIGHTS OFFERING AND HOLDERS CONSIDERING THE ACQUISITION OF OUR PREFERRED STOCK AND WARRANTS BY EXERCISING SUCH SUBSCRIPTION RIGHTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. LAWS TO THEM.
 
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with applicable regulations and/or procedures. If the observations are sufficiently serious or the entity fails to respond appropriately, the FDA may issue a Warning Letter, which are notices of intended enforcement actions. For less serious violations that may not rise to the level of regulatory significance, the FDA may issue an Untitled Letter. The FDA may take more significant administrative or legal action, such as the shutdown of or placing restrictions on the entity’s operations or the recall or seizure of related products, if the entity continues to be in substantial noncompliance with applicable regulations. The discovery of previously unknown problems with the Pūrgo device could result in restrictions on the device, including the inability to market the device for its intended use or voluntary or mandatory device recalls.
The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:
•
warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;
​
•
recalls, withdrawals or administrative detention or seizure of our Pūrgo devices;
​
•
operating restrictions or partial suspension or total shutdown of production;
​
•
refusal to grant export or import approvals for our products; or
​
•
criminal prosecution.
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MANAGEMENT
Executive Officers, Directors, Co-founders, Key Personnel and Contractors
Our current executive officers, directors, co-founders, key personnel and contractors are as set forth below.
Name​​Age​​Position​
Amin J. Khoury, PhD (Hon)​​83​​Co-Founder, Chairman​
David Helfet, M.D.​​74​​Co-Founder, Chief Medical Officer, Director​
Mark Krosney​​75​​Co-Founder, Chief Scientific Officer​
Jason DiBona​​51​​Chief Executive Officer​
Ryan Tyler​​38​​Chief Financial Officer​
Michael Senft​​63​​Lead Independent Director​
Thomas P. McCaffrey​​68​​Director​
Heather Floyd​​43​​Director​
Timothy J. Scannell​​57​​Director​
Jimmy Thompson​​57​​Vice President of Strategic Sales​
Edward Lanzilotta, PhD​​61​​Director of Engineering & Product Development​
Nick DeAngelis, PhD​​82​​Director of Regulatory Affairs & Quality​
Rao Tella​​74​​Director of Operations​
Bill Reisenauer​​63​​Lead Engineer on Pūrgo UV Subsystem Design​
Karl Keppeler​​48​​Lead Engineer on the Electrical Engineering & Embedded Software Subsystems​
Joseph Toro​​52​​Lead Industrial Design Engineer​
Amin J. Khoury, PhD (Hon).   Dr. Khoury is one of our co-founders and has been the Chairman of our Board of Directors since May 2020. Previously, Dr. Khoury served as Chief Executive Officer and Chairman of the Board of Directors of KLX Inc. from its formation in December 2014 until its sale to The Boeing Company in October 2018. Dr. Khoury served as Chairman of the Board, Chief Executive Officer and Co-Chief Executive Officer of B/E Aerospace from its founding in 1987 until its sale to Rockwell Collins in 2017. Dr. Khoury also served as Chairman, Chief Executive Officer and President of KLX Energy from September 2018 until May 2020. Dr. Khoury was a Trustee of the Scripps Research Institute from May 2008 until July 2014. Until 2012, for 26 years, Dr. Khoury also served as a director of Synthes, Inc., having earlier been Chairman of Synthes Maxillofacial, and a founding investor in Spine Products, Inc., which was acquired by Synthes in 1999. Synthes, a $4 billion annual revenue company, was the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants, before Dr. Khoury led an effort to merge Synthes with Johnson & Johnson in a $21 billion transaction in 2012. Dr. Khoury holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors and a Master’s Degree in Business Administration from Northeastern University. Dr. Khoury has served as a member of the Board of Trustees of Northeastern University since July 2018 and received an honorary doctorate from Northeastern University in May 2019. Dr. Khoury is a highly effective leader in organizational design and development matters and has been instrumental in identifying and attracting our managerial talent, team of highly accomplished scientists and Board members. He has an intimate knowledge of the Company, our industry and our competitors. All of the above experience and leadership roles uniquely qualify him to serve as our Company’s Chairman of the Board.
David Helfet, M.D.   Dr. Helfet is one of our co-founders and is currently our Chief Medical Officer and a Director. He is currently a Professor of Orthopaedic Surgery at the Weill Medical College of Cornell University and Director of the Combined Orthopaedic Trauma Service at both the Hospital for Special Surgery and New York — Presbyterian Hospital. He has served on several committees of the American Academy of Orthopaedic Surgeons, the AO/ASIF Foundation (currently the Chairman of AO

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Documentation and Publishing), AO North America and the American Board of Orthopaedic Surgery, among others. In addition, Dr. Helfet has been extensively involved in the Orthopaedic Trauma Association, including as President from 1998 to 1999, and is still on its board as a past President. He was Assistant Professor of Orthopaedic Surgery at Johns Hopkins University School of Medicine from 1982 to 1986, Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/​Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopaedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.
Mark Krosney.   Mr. Krosney is one of our co-founders and is our Chief Scientific Officer. He has been the driving force in the development of AeroClean Technologies’ proprietary technology. Mr. Krosney is primarily responsible for numerous patents, including several that are important parts of our IP portfolio. Mr. Krosney is a key member of the development team for the Pūrgo air purification and disinfection product development project. Prior to becoming Vice President and General Manager of B/E Aerospace’s Business Jet Group, Mr. Krosney was B/E Aerospace’s technical interface with The Boeing Company, Airbus and the Federal Aviation Administration. Earlier in his career, Mr. Krosney worked on jet engine and rocket propulsion systems as well as technical control systems at United Technologies. Mr. Krosney received his Bachelor of Science degree in Engineering from Carnegie Mellon University and a Master of Science degree in Management of Technology from the Sloan School at the Massachusetts Institute of Technology.
Jason DiBona.   Mr. DiBona has served as our Chief Executive Officer since May 2020. Mr. DiBona brings more than 25 years of experience in developing and executing strategies for sustainable growth. He has held leadership roles in medical and healthcare technologies, global sales operations and start-up environments and has experience working with diverse private and public sector clients in more than 120 countries. Mr. DiBona spent the majority of his career, from 1999 to 2014, at GE Healthcare, holding multiple leadership and business development roles across the global healthcare organization. After his time at GE Healthcare, from 2014 to 2018, Mr. DiBona led the sales and marketing efforts at ePreop, a start-up medical software developer, with a successful launch and exit in the role of Executive Vice President of Sales and Marketing. Prior to AeroClean, Mr. DiBona served as Senior Vice President of Global Sales Strategies for America’s largest homebuilder, Lennar Corporation. Mr. DiBona earned his Bachelor of Science degrees in Molecular Biology and Microbiology from the University of Central Florida.
Ryan Tyler.   Mr. Tyler has served as our Chief Financial Officer since October 2020. Prior to joining AeroClean, Mr. Tyler held various positions from 2014 to 2020 at B/E Aerospace, Inc., KLX Inc. and KLX Energy Services Holdings, Inc., including Vice President, overseeing financial reporting, internal controls, corporate development, investor relations and financial planning and analysis. Prior to the KLX Inc. spin-off from B/E Aerospace, Mr. Tyler served as B/E Aerospace’s Director of Financial Reporting and Internal Controls from 2013 to 2014, where he focused on the company’s public filings, mergers and acquisitions and capital raises. Mr. Tyler also spent three years at Oxbow Carbon LLC, serving as a Controller responsible for several of the company’s lines of business over the three-year period. Mr. Tyler spent five years at Ernst & Young as a Manager providing audit services to public and private clients in multiple sectors, including telecommunications, real estate, healthcare, financial services and distribution. Mr. Tyler received his Bachelor and Master of Accounting degrees from the University of Florida and received a Certified Public Accountant designation in Florida (inactive).
Michael Senft.   Mr. Senft currently serves on our Board, where he is the Lead Independent Director. Over the past two years, Mr. Senft has served as a strategic advisor to several other venture stage companies, including acting as senior advisor to Critical Response Group, a venture-stage company established to

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apply battlefield protocols to homeland security applications. From 2014 to 2018, Mr. Senft served as Vice President — Chief Financial Officer, Treasurer and Head of Investor Relations of KLX Inc. Prior to his role at KLX Inc., Mr. Senft was an investment banker for over 30 years, including roles as Senior Managing Director at Moelis & Company, Global Head of Leveraged Finance at CIBC and Global Co-Head of Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.
Thomas P. McCaffrey.   Mr. McCaffrey currently serves on our Board. He has been a member of the Board of Directors of KLX Energy since April 22, 2020. Mr. McCaffrey served as President, Chief Executive Officer and Chief Financial Officer of KLX Energy from May 2020 until July 2020 and as Senior Vice President and Chief Financial Officer of KLX Energy from September 2018 until April 30, 2020. Prior to that, Mr. McCaffrey served as President and Chief Operating Officer of KLX Inc. from December 2014 until its sale to The Boeing Company in October 2018 and as Senior Vice President and Chief Financial Officer of B/E Aerospace from May 1993 until December 2014. Prior to joining B/E Aerospace, Mr. McCaffrey practiced as a Certified Public Accountant for 17 years with a large international accounting firm and a regional accounting firm based in California. Since 2016, Mr. McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and serves as a member of its various committees and is currently Chairman of its Audit Committee. Mr. McCaffrey received his Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University — San Luis Obispo. Our Board benefits from Mr. McCaffrey’s extensive leadership experience, thorough knowledge of our business and extensive strategic planning and public company experience.
Heather Floyd.   Ms. Floyd currently serves on our Board. Ms. Floyd also currently serves as Director, Financial Reporting & Technical Accounting at Sequa Corporation. Previously, Ms. Floyd served as Vice President — Finance and Corporate Controller of KLX Energy and Vice President — Finance and Corporate Controller of KLX Inc. from February 2014 until September 2021. Ms. Floyd has almost 20 years of combined accounting, auditing, financial reporting and Sarbanes-Oxley compliance experience. Prior to joining KLX Inc., Ms. Floyd held various positions at B/E Aerospace, including most recently Vice President — Internal Audit. Prior to joining B/E Aerospace, Ms. Floyd served as an Audit Manager with Ernst & Young and in various accounting roles at Corporate Express, now a subsidiary of Staples. Ms. Floyd is a Certified Public Accountant licensed to practice in Florida. Ms. Floyd received her Bachelor of Science and Engineering and Bachelor of Business Administration in International Business and Trade from Florida Atlantic University. Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a member of our Board.
Timothy J. Scannell.   Mr. Scannell currently serves on our Board. Mr. Scannell brings over 30 years of experience and success delivering market-leading results from his leadership roles at Stryker, one of the world’s leading medical technology companies. Mr. Scannell served as President and Chief Operating Officer of Stryker between 2018 and 2021, overseeing all of Stryker’s commercial businesses and regions globally. Prior to this, he served as group president for Stryker’s MedSurg & Neurotechnology businesses for ten years. Mr. Scannell currently serves as a director and non-executive chairman of the Board of Directors for Insulet Corporation and is a director on the boards of Novocure Limited, Renalytix plc and Collagen Matrix, Inc. Mr. Scannell attended the University of Notre Dame, where he received a bachelor’s degree in Business Administration and Marketing and his Master of Business Administration. Mr. Scannell’s extensive leadership experience, particularly with respect to public companies within the medical industry, qualify him to serve as a member of our Board.
Jimmy Thompson.   Mr. Thompson is our Vice President of Strategic Sales. Over the course of three decades, Mr. Thompson has served many leadership roles in the healthcare industry. For the past 19 years at Cerner Corporation, Mr. Thompson has built and led highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplier of health

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information technology services, devices, and hardware used at more than 27,000 facilities around the world. Prior to Cerner, he held key sales roles at GE Healthcare and SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee.
Nick DeAngelis, PhD.   Dr. DeAngelis is our Director of Regulatory Affairs & Quality and, as a self-employed consultant, is a key member of the development team for the Pūrgo air purification and disinfection product development project. Dr. DeAngelis has over 40 years of experience in pharmaceutical companies, 25 years of which was at senior management levels, including Senior Director of the Analytical and Physical Chemistry departments at Wyeth Laboratories, a NYSE-listed public company acquired by Pfizer in 2009, and at Schering Plough Laboratories, a private company acquired by Merck & Co. in 2009. Dr. DeAngelis has worked for a number of years as a self-employed consultant assisting numerous pharmaceutical and medical device companies in product development and quality assurance. Dr. DeAngelis holds a Bachelor of Science degree in Physics, a Master of Science degree in Chemistry and a PhD in Chemistry from Villanova University.
Edward Lanzilotta, PhD.   Employed at IPS, Dr. Lanzilotta is a key member of the development team for the Pūrgo air purification and disinfection product development project. He has held engineering and management positions at Draper Laboratory, Bolt, Beranek & Newman, American Science and Engineering, Scientific Systems Corp. and Airborne Instruments Laboratory. Dr. Lanzilotta holds a Bachelor of Science degree in Electrical Engineering, a Master of Science degree in Mechanical Engineering and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.
Rao Tella.   Mr. Tella is our Director of Operations. He has been employed by Eaton Aerospace, Puritan Bennet Corporation, a Nasdaq-listed company acquired by Nellcor Incorporated in 1995 to form Nellcor Puritan-Bennet, and B/E Aerospace in various capacities, including Manager of R&D, Director of Operations, P&L responsibility as Vice President/General Manager of a $400 million business and Vice President of corporate strategy. Mr. Tella holds a Bachelor of Science degree in Engineering from the Indian Institute of Technology located in Chennai, a Master of Science degree in Engineering and a Master of Business Administration degree from the University of Minnesota and has completed a strategic studies program at Harvard University.
Bill Reisenauer.   Mr. Reisenauer is our Lead Engineer on Pūrgo UV Subsystem Design, is a key member of the development team for the Pūrgo UV air purification and disinfection product development project and is the lead Engineer on the Pūrgo UV subsystem design, test and qualification. At B/E Aerospace, Mr. Reisenauer was the director of engineering for the lighting products group and drove the introduction of LED technology into business and commercial aircraft lighting. Mr. Reisenauer holds a Master of Science degree in Electrical Engineering and a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of New York and a Master of Business Administration from Adelphi University.
Karl Keppeler.   Mr. Keppeler is our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key member of the development team for the Pūrgo air purification and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
Joseph Toro.   Mr. Toro is our Lead Industrial Design Engineer and is a key member of the development team for the Pūrgo air purification and disinfection product development project. Currently the director of Industrial Design at IPS, Mr. Toro has more than 20 years of experience developing award winning innovative solutions for consumer and professional products. Mr. Toro directed the design of products ranging from miniature motion control solutions for B/E Aerospace and medical clients to household appliances for Applica Black and Decker. Mr. Toro holds a Bachelor of Science degree in Industrial Design from the University of Bridgeport. Mr. Toro’s team has worked closely with Mr. Krosney in the design of PūrgoLift, AeroClean’s elevator implementation product line.

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Structure of our Board of Directors
The Board consists of six directors, and each director’s term expires at each annual meeting of stockholders.
Director Independence
The Board has determined that Dr. Helfet, Messrs. McCaffrey, Scannell and Senft and Ms. Floyd are each an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Committees
The Board has three standing Committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee.
Audit Committee.   Our Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is composed of Ms. Floyd and Messrs. McCaffrey and Senft, with Ms. Floyd serving as chair. Our Board has determined that Ms. Floyd and Mr. McCaffrey are each “financially sophisticated audit committee members” and “audit committee financial experts” in accordance with the Nasdaq listing rules and SEC rules, respectively. All members of the Audit Committee are independent under Nasdaq listing standards and SEC rules. The Audit Committee operates under a written charter adopted and approved by our Board.
The Audit Committee is responsible for: (i) the appointment, compensation and oversight of our independent auditors; (ii) overseeing the quality and integrity of our financial statements and related disclosures; (iii) overseeing our compliance with legal and regulatory requirements; (iv) assessing our independent auditors’ qualifications, independence and performance; and (v) monitoring the performance of our internal audit and control functions.
Compensation Committee.   The Compensation Committee is currently composed of Messrs. McCaffrey, Scannell and Senft, Ms. Floyd and Dr. Helfet, with Mr. McCaffrey serving as chair. All of the members of the Compensation Committee are independent as defined by Nasdaq listing rules and are non-employee directors. The Compensation Committee provides recommendations to the Board regarding compensation matters and oversees the Company’s incentive and compensation plans. The Compensation Committee operates under a written charter adopted and approved by our Board.
The Compensation Committee has the power to delegate its authority and duties to subcommittees or individual members of the Compensation Committee or, to the extent permitted by the terms of any plan, to officers of our Company or other persons, in each case as it deems appropriate in accordance with applicable laws and regulations and the requirements of Nasdaq. Management input is taken into consideration in assessing the performance and pay levels of our key management employees as well as the establishment of bonus measures and targets, but ultimate decision-making regarding compensation of our named executive officers remains with the Compensation Committee.
Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee is composed of Messrs. McCaffrey, Scannell and Senft, Ms. Floyd and Dr. Helfet, with Mr. Scannell serving as chair. All of the members of the Nominating and Corporate Governance Committee are independent as defined by the Nasdaq listing rules. The Nominating and Corporate Governance Committee is responsible for, among other things:
•
Assisting the Board by actively identifying individuals qualified to become Board members.
​
•
Recommending to the Board the director nominees for election at the next annual meeting of stockholders.
​
•
Making recommendations with respect to corporate governance matters.
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The Nominating and Corporate Governance Committee operates under a written charter adopted and approved by our Board. Under our Nominating and Corporate Governance Committee Charter, the Committee must be informed by a director in advance of any director accepting an invitation to serve on another public company board. The Committee will inform the Chairman of the Board of any such information. In addition, no director may sit on the board of directors, or beneficially own more than 1% of the outstanding equity securities, of any of the Company’s competitors in the Company’s principal lines of business.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than compensation arrangements described in in our Annual Report on Form 10-K/A under the caption “Management,” the following is a description of each transaction for the two most recently completed fiscal years, as well as the current fiscal year, to which we were a party or will be a party, in which:
•
the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and
​
•
any of our directors, executive officers or holders of more than 5% of any class of our voting securities, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
​
Our Chairman, Dr. Khoury, owns 50% of the limited liability company that is the landlord for our corporate headquarters. Annual rent under our lease is $260,000, increasing 2.5% on each anniversary. The lease term is 10 years beginning from March 1, 2021. As of March 31, 2022, the Company’s remaining payments under the lease approximated $2,610,000.
In May 2020, we issued 2,000,000 of our Class A units in a private placement to our existing members for total consideration of $2,000,000, or approximately $1.00 per Class A unit, of which $1,937,641 was for cash and $62,359 was in exchange for services provided. Our Chairman contributed $1,115,941 in exchange for 1,115,941 Class A units. Dr. Helfet contributed an aggregate of $157,500 ($61,700 of which was the conversion of an outstanding loan to the Company and the balance in cash) in exchange for 157,500 units. Dateline TV Holdings, Inc., a corporation controlled by Dr. Helfet’s brother, Tim Helfet, contributed $93,600 in exchange for 93,600 Class A units. Mr. Krosney was issued 62,359 Class A units in exchange for services provided to the Company. Lewis Pell contributed $256,600 in exchange for 256,600 Class A units.
In September 2020, we sold 2,081,578 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $2,081,578. Our Chairman purchased 1,500,000 Class A units for $1,500,000, Dateline TV Holdings, Inc. purchased 199,978 Class A units for $199,978 and Lewis Pell purchased 256,600 Class A units for $256,600.
In December 2020, we sold 2,000,000 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $2,000,000. Our Chairman purchased 843,243 Class A units for $843,243, Julie Khoury, the wife of our Chairman, purchased 100,000 Class A units for $100,000, Dr. Helfet purchased 323,187 Class A units for $323,187, Dateline TV Holdings, Inc. purchased 201,086 Class A units for $201,086, Lewis Pell purchased 126,999 Class A units for $126,999 and Mr. McCaffrey purchased 40,812 Class A units for $40,812.
In March 2021, we sold 5,073,056 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $5,073,056. In connection with this sale, our Chairman purchased 2,929,730 Class A units for $2,929,730, Dateline TV Holdings, Inc. purchased 603,259 Class A units for $603,259, Lewis Pell purchased 790,067 Class A units for $790,067 and Mr. McCaffrey purchased 400,000 Class A units for $400,000. In connection with our IPO, we reorganized our corporate structure to become a Delaware corporation by converting the Class A units of AeroClean Technologies, LLC into shares of AeroClean Technologies, Inc. common stock at a conversion ratio of 0.8462 shares of common stock for each Class A unit.
In July and August 2021, eight Pūrgo units were sold at current market prices to an entity in which our Chairman has a financial interest.
On September 30, 2021 we borrowed $500,000, and on November 5, 2021, we borrowed an additional $500,000 from our Chairman at an interest rate equal to the prime rate plus 3.0% per annum, which was 6.25% for the life of the loan, with principal and accrued interest due upon demand. On December 1, 2021, the Company repaid approximately $1,000,000 out of the net proceeds from the IPO in connection with the full satisfaction and discharge of the loan.

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Upon the completion of the IPO, we entered into a registration rights agreement with our Chairman and each of our other stockholders that held 10% or more of our outstanding shares of common stock upon completion of the IPO. The registration rights agreement provides (x) our Chairman with “demand” registration and customary “piggyback” registration rights and (y) our other stockholders party to the registration rights agreement with customary “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act.

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PRINCIPAL STOCKHOLDERS
The following table and notes thereto set forth certain information with respect to the beneficial ownership of the Company’s capital stock as of July 1, 2022, except as otherwise noted, by (i) each person who is known to us to beneficially own more than 5% of the outstanding shares of common stock of the Company, (ii) each of the Company’s named executive officers, (iii) each of the Company’s directors and (iv) all of the Company’s executive officers and directors as a group.
We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
The column entitled “Percentage of Shares Beneficially Owned” is based on 15,408,828 shares of common stock outstanding as of July 1, 2022. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to restricted stock units held by that person or entity that are currently exercisable or that will become exercisable within 60 days of July 1, 2022. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AeroClean Technologies, Inc., 10455 Riverside Drive, Palm Beach Gardens, FL 33410.
Name of Beneficial Owner​​
Shares
Beneficially
Owned
​​
Percentage of Shares
Beneficially Owned
​
5% Stockholders​​​​​​​​​​​​​
Lewis Pell(1)
​​​​1,569,060​​​​​10.2%​​
Dateline TV Holdings, Inc.(2)
​​​​1,198,062​​​​​7.8%​​
Armistice Capital Master Fund Ltd.(3)
​​​​1,500,000​​​​​9.7%​​
Northeastern University(4)
​​​​1,500,000​​​​​9.7%​​
Named Executive Officers and Directors​​​​​​​​​​​​​
Amin J. Khoury(5)
​​​​4,119,793​​​​​26.7%​​
David Helfet, M.D.(6)
​​​​759,590​​​​​4.9%​​
Mark Krosney​​​​256,728​​​​​1.7%​​
Michael Senft(7)
​​​​37,862​​​​​ *​​
Thomas P. McCaffrey(8)
​​​​186,509​​​​​1.2%​​
Heather Floyd(9)
​​​​—​​​​​—​​
Timothy Scannell(10)
​​​​—​​​​​—​​
Jason DiBona(11)
​​​​—​​​​​—​​
Ryan Tyler(12)
​​​​—​​​​​—​​
All Executive Officers and Directors as a Group (9 persons)​​​​5,360,482​​​​​34.8%​​
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(1)
Based solely on information reported in a Schedule 13G, filed with the SEC on February 14, 2022 by Mr. Pell. As reported in such filing, Mr. Pell has sole voting power with respect to 1,569,060 shares and sole dispositive power with respect to 1,569,060 shares.
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(2)
Based solely on information reported in a Schedule 13G/A, filed with the SEC on May 11, 2022 by Dateline TV Holdings, Inc. As reported in such filing, Dateline TV Holdings Inc. has sole voting power with respect to 1,198,062 shares and sole dispositive power with respect to 1,198,062 shares. Timothy Helfet has voting and investment power over the shares held by Dateline TV Holdings, Inc. The principal business address of Dateline TV Holdings, Inc. is 207 River Park Drive, Great Falls, VA 22006. Timothy Helfet is the brother of David Helfet.
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(3)
The shares of common stock reported herein are held by the Armistice Capital Master Fund Ltd. (the “Master Fund”) and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund, and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. Excludes 1,500,000 shares issuable upon the exercise of the warrant, which is subject to beneficial ownership limitations that prohibit the Master Fund from exercising any portion of those warrants if such exercise would result in the Master Fund owning a percentage of our outstanding common stock exceeding 4.99% after giving effect to the issuance of common stock in connection with the Master Fund’s exercise of any portion of such warrant. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
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(4)
Based solely on information reported in a Schedule 13G, filed with the SEC on July 11, 2022 by Northeastern University. As reported in such filing, Northeastern University has sole voting power with respect to 1,500,000 shares and sole dispositive power with respect to 1,500,000 shares. The principal business address of Northeastern University is 360 Huntington Ave, Boston, MA 02115.
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(5)
Excludes 97,959 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(6)
Excludes 84,436 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(7)
Excludes 97,959 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(8)
Excludes 95,555 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022. Does not include 186,508 shares of common stock held by the 2012 McCaffrey Family Trust.
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(9)
Excludes 95,555 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(10)
Excludes 92,289 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(11)
Excludes 436,860 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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(12)
Excludes 231,050 shares of our common stock underlying restricted stock units that do not vest within 60 days of July 1, 2022.
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DESCRIPTION OF CAPITAL STOCK
With respect to any of our shares held in book-entry form through The Depository Trust Company or any other share depositary, the depositary or its nominee will be the sole registered and legal owner of those shares, and references in this prospectus to any “stockholder” or “holder” of those shares means only the depositary or its nominee. Persons who hold beneficial interests in our shares through a depositary will not be registered legal owners of those shares and will not be recognized as such for any purpose. For example, only the depositary or its nominee will be entitled to vote the shares held through it, and any dividends or other distributions to be paid, and any notices to be given, in respect of those shares will be paid or given only to the depositary or its nominee. Owners of beneficial interest in those shares will have to look solely to the depositary with respect to any benefits of share ownership, and any rights they may have with respect to those shares will be governed by the rules of the depositary, which are subject to change from time to time. We have no responsibility for those rules or their application to any interests held through the depositary.
Authorized Capital Stock
Under our certificate of incorporation, our authorized capital stock consists of:
•
110,000,000 shares of common stock, par value $0.01 per share; and
​
•
11,000,000 shares of preferred stock, par value $0.01 per share.
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The following is a descriptionsummary of the material terms of our securities is not intended to be a complete description of all of the rights and preferences of such securities. Because it is only a summary, it does not contain all of the information that may be important to you, and is qualified by reference to our amended and restated certificate of incorporation, as amended, our amended and bylaws. We refer you to our certificaterestated bylaws, the Certificate of incorporationDesignation, the form of common stock purchase warrant and bylaws, copiesthe form of which have been filedwarrant agency agreement (together with the SEC asform of common stock purchase agreement, the “Warrant Agreement”), which are exhibits to ourthe registration statement of which this prospectus formsis a part. We urge you to read each of the aforementioned documents in their entirety for a complete description of the rights and preferences of our securities.
General
Our authorized capital stock consists of 110,000,000 shares of common stock, $0.01 par value per share, and 11,000,000 shares of preferred stock, $0.01 par value per share.
Common Stock
Dividend Rights.Rights
Subject to the rights, if any, of the holders of any outstanding series of ourthe Company’s preferred stock, holders of ourthe Company’s common stock will be entitled to receive dividends out of any of ourits funds legally available when, as and if declared by the Board.board of directors.
Voting Rights.Rights
Each holder of ourthe Company’s common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. OurThe Company’s certificate of incorporation does not provide for cumulative voting in the election of directors.
Liquidation
Liquidation.If we liquidate, dissolvethe Company liquidates, dissolves or windwinds up ourits affairs, holders of ourits common stock are entitled to share proportionately in ourthe Company’s assets available for distributions to stockholders, subject to the rights, if any, of the holders of any outstanding series of ourthe Company’s preferred stock.
Other Rights.Rights
Holders of ourthe Company’s common stock have no preemptive, subscription, redemption or conversion rights. Any shares of common stock sold under this prospectus will be validly issued, fully paid and nonassessable upon issuance against full payment of the purchase price for such shares.
Preferred Stock
Under ourthe Company’s certificate of incorporation and subject to the limitations prescribed by law, ourthe Board may issue ourthe Company’s preferred stock in one or more series and may establish from time to time the number of shares to be included in such series and may fix the designation, the voting powers, if any, and preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. See “— Anti-Takeover Effects of Provisions of Our Certificate of Incorporation and Bylaws.”
When and if we issuethe Company issues any shares of preferred stock, ourthe Board will establish the number of shares and designation of such series and the voting powers, if any, and preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, for the particular preferred stock series. If the rights offering is consummated, we expect to designate 10,000 shares of preferred stock.
DividendsPreferred Stock Included in the Units Issuable in the Rights Offering
We have not paid any cash dividends onwill authorize the preferred stock by filing a certificate of designation with the Secretary of State of Delaware. The certificate of designation may be authorized by our shares of common stock to date. The payment of cash dividends in the future will be dependent uponboard without approval by our revenues and earnings, if any, capital requirements andstockholders.
 
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general financial conditionRanking.   The preferred stock will rank senior to all junior securities with respect to payment of dividends and distribution of assets or consideration upon our liquidation, dissolution or winding up, whether voluntary or involuntary, or upon a Deemed Liquidation Event (as defined in the Certificate of Designation). For purposes of our Certificate of Designation, “junior securities” means collectively, our common stock and any other class of equity securities that we may issue in the future.
Dividends.   On an annual basis, our board of directors may, at its sole discretion, cause a dividend with respect to the preferred stock to be declared and paid in cash to the holders in an amount equal to 12% of the liquidation preference as in effect at such time (initially $1,000 per share). Such cash dividends may be paid only when, as and if declared by our board of directors, out of assets legally available therefor. If the dividend is not so declared and paid in cash, the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. The initial dividend payments for the period of time between the initial issuance date and the first dividend payment date, if applicable, will be prorated.
All accrued and accumulated dividends on the preferred stock will be paid prior to, and in preference to, any dividend on any securities ranking junior to the preferred stock, including the common stock, and will be withinfully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any junior securities; provided that, we will be permitted to declare or pay any dividend or distribution payable on the discretionshares of our Board. It iscommon stock in shares of common stock. As our common stock ranks junior to the current intentionpreferred stock, unless full dividends have been paid, or set aside for payment on all outstanding preferred stock for all dividends or increases in the liquidation value in excess of the initial liquidation amount of $1,000, no cash dividends may be declared or paid on our common stock otherwise.
Liquidation Preference; Certain Mergers, Consolidations and Assets Sales.   In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders and, in the event of a Deemed Liquidation Event (as defined in the Certificate of Designation), the holders of shares of the preferred stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by our board of directors), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders, as applicable, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the liquidation preference per share of preferred stock plus any dividends accrued and accumulated but unpaid thereon, whether or not declared and (ii) such amount per share as would have been payable had all shares of preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (such amount, the “Preferred Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of preferred stock the Preferred Stock Liquidation Amount, the holders of shares of preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after payment of the aggregate Preferred Stock Liquidation Amount due to the holders of the preferred stock, the remaining assets of the Company or consideration payable in any applicable Deemed Liquidation Event available for distribution to its stockholders will be distributed among the holders of our Boardcommon stock pro rata based on the number of shares held by each holder.
Redemption.   We may redeem any or all of the preferred stock at any time and from time to retain all earnings, iftime at our option, by giving notice (by issuing a press release or otherwise making a public announcement, by mailing a notice of redemption or otherwise). There is no prohibition on the repurchase or redemption of preferred stock while there is any for use in our business operations and, accordingly, our Board does not anticipate declaring any dividendsarrearage in the foreseeable future.payment of dividends. If we redeem fewer than all of the outstanding shares of preferred stock, we may select the shares to be redeemed by redeeming shares proportionally, by lot, or by any other equitable method.

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The redemption price for any shares of the preferred stock will be an amount equal to the $1,000 stated value per share plus any accrued and accumulated dividends, whether or not declared, to the date fixed for redemption. From and after any applicable redemption date, if funds necessary for the redemption are available and have been irrevocably deposited or set aside, then:
Warrant•
the shares will no longer be deemed outstanding;
​
•
the holders of the shares, as such, will cease to be stockholders; and
​
•
all rights with respect to the preferred stock will terminate except the right of the holders to receive the redemption price, without interest.
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There will not be any sinking fund for the preferred stock.
Voting Rights.   Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the preferred stock has no voting rights.
On June 29, 2022,Conversion.   Each share of preferred stock will be convertible at the option of the holder at any time, into the number of shares of our common stock determined by dividing (i) the $1,000 stated value per share of the preferred stock plus any accrued and accumulated dividends by (ii) a conversion price of $      per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions (including waiver of this limitation by our board of directors), a holder of the preferred stock will not have the right to convert any portion of the preferred stock to the extent that, after giving effect to such conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion.
Forced Conversion.   Notwithstanding anything herein to the contrary, at such time that the volume-weighted average price of our common stock exceeds 300% of the conversion price of our preferred stock during any 20 of 30 consecutive trading days, we have the right to force the conversion of our preferred stock into common stock.
Amendment and Waiver.   No provision of the Certificate of Designation governing the preferred stock may be amended, modified or waived without the affirmative vote of the holders of a majority of the outstanding preferred stock, voting separately as a class, and any such written amendment, modification or waiver will be binding upon us and each holder of the preferred stock.
We are prohibited from amending, modifying or waiving the terms or relative priorities of the preferred stock through a merger, consolidation or other transaction with another entity unless we have obtained the prior written consent of the holders of the preferred stock.
Warrants Included in Units Issuable in Rights Offering
The warrants to be issued as a part of this rights offering will be separately transferable following their issuance and through their expiration five years from the date of issuance. Each warrant will entitle the holder to purchase up to 1,500,000       shares of our common stock at an exercise price of $11.00$      per share.share from the date of issuance through its expiration. There is no public trading market for the warrants and we do not intend that they will be listed for trading on Nasdaq Capital Market or any other securities exchange or market. The common stock underlying the warrants, upon issuance, will also be traded on Nasdaq Capital Market under the symbol “MKUL.”
All warrants that are purchased in the rights offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a DRS from our transfer agent reflecting ownership of warrants if you are a holder of record. The subscription agent will arrange for the issuance of the warrants as soon as practicable after the closing. At closing, all prorating calculations and reductions contemplated by the terms of the rights offering will have been effected and payment to us for the subscribed-for Units will have cleared. If you hold your shares of common stock in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the warrants you purchased in the rights offering. The warrants will be issued pursuant to a warrant agent agreement by and between us and Computershare, the warrant agent.

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Exercisability
Each warrant will be exercisable with respectat any time and will expire five years from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to 1,261,650us a duly executed exercise notice and payment in full for the number of shares beginning on the earlierof our common stock purchased upon such exercise. The number of shares of common stock issuable upon exercise of the effective datewarrants is subject to adjustment in certain circumstances, including a stock split of, thisstock dividend on, or a subdivision, combination or recapitalization of the common stock. See also “— Fundamental Transactions” below.
Cashless Exercise
If at any time there is no effective registration statement coveringregistering, or the prospectus contained therein is not available for issuance of, the shares of common stock underlyingissuable upon exercise of the warrant and September 27, 2022 (the “Initial Exercise Date”). The remainderwarrants, the holder may exercise its warrants on a cashless basis. When exercised on a cashless basis, a portion of the warrant may be exercised upon receiving the requisite stockholder approval. The warrant must be exercised on or prior to 5:00 p.m. on the fifth-year anniversaryis cancelled in payment of the Initial Exercise Date (which will be no later than September 27, 2027). The Selling Stockholder has contractually agreed to restrict its ability to exercise the warrant ifpurchase price payable in respect of the number of shares of the Company’sour common stock purchasable upon such exercise.
Exercise Price
Each warrant represents the right to purchase       shares of common stock at an exercise price of $      per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, as well as certain rights offerings and pro rata distributions made to all holders of our common stock. Subject to limited exceptions (and waiver of the limitation in the sole discretion of our board of directors), a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise.
Fundamental Transactions
If, at any time while the warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding common stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group (as defined in Section 13(d) of the Exchange Act) of Persons whereby such other Person or group (as defined in Section 13(d) of the Exchange Act) acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Selling Stockholder and its affiliates afterother Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of the warrants, the holders will receive, for each share of common stock that would have been issuable upon such exercise would exceed 4.99%immediately prior to the occurrence of such Fundamental Transaction (without regard to any beneficial ownership limitation on the exercise of the warrants), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (as determined in accordance with the Warrant Agreement) receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the warrants are exercisable immediately prior to such Fundamental Transaction (without regard

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to any beneficial ownership limitation on the exercise of the warrants), as adjusted in accordance with provisions of the Warrant Agreement.
For purposes of the foregoing paragraph, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
In the event of a Fundamental Transaction, the Company or any successor entity shall, at the option of the holders of the preferred stock, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase the warrants from the such holders by paying an amount of cash equal to the Black Scholes Value (as defined in the Warrant Agreement) of the remaining unexercised portion of the warrants on the date of the consummation of such Fundamental Transaction (subject to certain provisos set forth in the Warrant Agreement).
Transferability
Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.
Rights as Stockholder
Except as set forth in the warrant, the holder of a warrant, solely in such holder’s capacity as a holder of a warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.
Amendments and Waivers
The Warrant Agreement may be amended by the parties thereto without the consent of any warrant holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the warrant holders. All other modifications or amendments, including any amendment to increase the exercise price or shorten the exercise period of the warrants, shall require the vote or written consent of the holders of a majority of the then issued and outstanding shares of the Company’s common stock. The Selling Stockholder may increase or decrease this limitation upon notice to the Company, but in no event will any such limitation exceed 9.99%.
Our Transfer Agent
The registrar and transfer agent for our common stock is Computershare.
Listing
Our common stock is listed on Nasdaq under the symbol “AERC”.warrants.
Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws
Our certificate of incorporation, as amended, and bylaws contain, and Delaware statutory law contains, provisions that could make the acquisition of ourthe Company by means of a tender offer, a proxy contest or otherwise more difficult. These provisions are expected to discourage certain types of coercive takeover practices and takeover bids that our Boardboard of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our Board.board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. The description set forth below is only a summary and is qualified in its entirety by reference to our certificate of incorporation and our bylaws, both of which are filed as exhibits to our registrationoffering statement of which this prospectusoffering circular forms a part.
Number of Directors; Filling Vacancies; Removal.Removal
Our certificate of incorporation and bylaws, in each case as amended from time to time, provide that our business and affairs will be managed by or under the direction of our Board.board of directors. Our certificate of incorporation and bylaws provide that the Boardboard of directors will consist of not less than three nor more than nine members, with the exact number of directors within these limits to be fixed exclusively by the Board.board of directors. In addition, our certificate of incorporation provides that any Boardboard vacancy, including

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a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board,board, or by the sole remaining director.
Special Meetings.Meetings
Our certificate of incorporation and bylaws provide that special meetings of the stockholders may only be called by our Boardboard of directors or certain of our officers. These provisions will make it more difficult for stockholders to take an action opposed by our Board.board of directors.
No Stockholder Action by Written Consent Unless Approved by Our Board.Board
Our certificate of incorporation and bylaws require that all actions to be taken by stockholders must be taken at a duly called annual or special meeting, and stockholders will not be permitted to act by written consent unless both the action and the taking of the action by written consent are approved in advance by our Board.board of directors. These provisions may make it more difficult for stockholders to take an action opposed by our Board.board of directors.

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Amendments to Our Certificate of Incorporation.Incorporation
Our certificate of incorporation provides that the affirmative vote of the holders of at least 66%66 2∕3% of the total voting power of the then-outstanding shares of common stock entitled to vote, voting as a single class, is required to amend or repeal, or adopt any provision inconsistent with, certain provisions in our certificate of incorporation, including those provisions regarding the filling of vacancies on the Board,board of directors, provisions providing for the removal of directors, provisions regarding the calling of special meetings, provisions regarding stockholder action by written consent and provisions regarding amendment of our certificate of incorporation. These provisions may make it more difficult for stockholders to make changes to our certificate of incorporation.
Amendments to Our Bylaws.Bylaws
Our certificate of incorporation provides that our Boardboard of directors has the power to adopt, amend or repeal the bylaws. Any such adoption, amendment or repeal of our bylaws by the Boardboard of directors shall require approval of a majority of the entire Board.board. Our certificate of incorporation provides that, notwithstanding any other provision of our certificate of incorporation, the affirmative vote of the holders of at least 66%66 2∕3% of the total voting power of the then-outstanding shares of common stock entitled to vote, voting as a single class, is required for our stockholders to amend or repeal, or adopt any provisions in the bylaws. These provisions may make it more difficult for stockholders to make changes to our bylaws that are opposed by our Board.board of directors.
Requirements for Advance Notification of Stockholder Nomination and Proposals.Proposals
Under our bylaws, stockholders of record may nominate persons for election to our Boardboard of directors or bring other business constituting a proper matter for stockholder action at annual meetings only by providing proper notice to our secretary. Proper notice must be generally received not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year (or, in some cases, prior to the tenth day following the announcement of the meeting) and must include, among other information, the name and address of the stockholder giving the notice, certain information relating to each person whom such stockholder proposes to nominate for election as a director and a brief description of any business such stockholder proposes to bring before the meeting. Nothing in our bylaws may be deemed to affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act. Contests for the election of directors or the consideration of stockholder proposals will be precluded if the proper procedures are not followed. Third parties may therefore be discouraged from conducting a solicitation of proxies to elect their own slate of directors or to approve their own proposals.
Forum and Venue.Venue
Our bylaws provide that, unless we otherwise consent in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of

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Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the federal district court for the District of Delaware).
Delaware Law
In addition, certain provisionsAs a Delaware corporation, we are subject to Section 203 of the DGCL, which provides that a corporation may not engage in our outstanding warrant could makeany business combination with an interested stockholder during the three years after the stockholder becomes an interested stockholder unless:
•
the corporation’s board of directors approved in advance either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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•
the interested stockholder owned at least 85 percent of the corporation’s voting stock at the time the transaction commenced; or
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•
the business combination is approved by the corporation’s board of directors and the affirmative vote of at least two-thirds of the voting stock which is not owned by the interested stockholder.
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An interested stockholder is anyone who owns 15% or more of a corporation’s voting stock, or who is an affiliate or associate of the corporation and was the owner of 15% or more of the corporation’s voting stock at any time within the previous three years; and the affiliates and associates of any those persons. Section 203 of the DGCL makes it more difficult or expensivefor an interested stockholder to implement various business combinations with our company for a third partythree-year period, although our stockholders may vote to acquire us. Uponexclude it from the occurrence of certain transactions constituting a “fundamental transaction,” the warrant will become exercisable for the merger consideration payable in connection with such fundamental transaction and the surviving entity will be required to assume our obligations under the warrant. The holder of the warrant will also be able to require the Company to repurchase the warrant at its then-fair market value. These and other provisions of our outstanding warrant could make it more difficult or expensive for a third party to acquire us even where the acquisition could be beneficial to you.law’s restrictions.
 
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PRIVATE PLACEMENT OF SHARES OF COMMON STOCK AND WARRANTS
On June 26, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholder pursuant to which we agreed to sell 1,500,000 shares of the Company’s common stock, and a warrant to purchase 1,500,000 shares of the Company’s common stock, for an aggregate purchase price of $15,000,000 (the “Private Placement”). The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing and indemnification obligations of the Company and the Selling Stockholder. The closing of the Private Placement occurred on June 29, 2022 (the “Closing Date”).
As part of the Private Placement, the Company issued to the Selling Stockholder a warrant to purchase up to 1,500,000 shares of the Company’s common stock at a price of $11.00 per share. The warrant will be exercisable with respect to 1,261,650 shares beginning on the earlier of the effective date of a resale registration statement covering the shares of common stock underlying the warrant and September 27, 2022 (the “Initial Exercise Date”). The remainder of the warrant may be exercised upon receiving the requisite stockholder approval. The warrant must be exercised on or prior to 5:00 p.m. on the fifth-year anniversary of the Initial Exercise Date (which will be no later than September 27, 2027). The Selling Stockholder has contractually agreed to restrict its ability to exercise the warrant if the number of shares of our common stock held by the Selling Stockholder and its affiliates after such exercise would exceed 4.99% of the then issued and outstanding shares of our common stock. The Selling Stockholder may increase or decrease this limitation upon notice to us, but in no event will any such limitation exceed 9.99%.
In connection with the Private Placement, we entered into the Registration Rights Agreement with the Selling Stockholder. Pursuant to the Registration Rights Agreement, we were required to file a resale registration statement with the SEC in order to register the shares sold to the Selling Stockholder and the shares underlying the warrant for resale by no later than July 11, 2022. The Company is also required to use its best efforts to have such registration statement declared effective as promptly as practicable thereafter and in any event no later than 90 days thereafter in the event of a full review by the SEC. We will be obligated to pay certain liquidated damages to the Selling Stockholder if we fail to cause the registration statement to be declared effective by the SEC when required or fail to maintain the effectiveness of the registration statement pursuant to the terms of the Registration Rights Agreement.

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SELLING STOCKHOLDER
The shares of common stock being offered by the Selling Stockholder are those previously issued to the Selling Stockholder and those issuable to the Selling Stockholder upon exercise of the warrant. For additional information regarding the issuances of these shares of common stock and warrant, see the section entitled “Private Placement of Shares of Common Stock and Warrants.” We are registering the shares of common stock in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrant, the Selling Stockholder has not had any material relationship with us within the past three years.
The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of common stock owned by the Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholder, based on its ownership of the shares of common stock and warrant, as of July 8, 2022, assuming exercise of the warrant held by the Selling Stockholder on that date, without regard to any limitations on exercises.
The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholder.
In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholder as described in the section entitled “Private Placement of Shares of Common Stock and Warrants” and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, without regard to any limitations on the exercise of the warrants.
The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.
Under the terms of the warrant, the Selling Stockholder may not exercise the warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholder may sell all, some or none of their shares in this offering. See the section entitled “Plan of Distribution.”
Name of
Selling Stockholder		​​
Number of shares of
Common Stock Owned
Prior to Offering
​​
Maximum Number of
Shares of Common
Stock to be Sold
Pursuant to this
Prospectus
​​
Number of Shares of
Common Stock
Owned After
Offering
​
Armistice Capital Master Fund Ltd.
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
​​​​3,000,000(1)​​​​​3,000,000​​​​​__​​
​
(1)
The shares of common stock reported herein are held by the Armistice Capital Master Fund Ltd. (the “Master Fund”) and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund, and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. Of the total number of shares reported herein, 1,500,000 shares are issuable upon the exercise of the warrant, which is subject to beneficial ownership limitations that prohibit the Master Fund from exercising any portion of those warrants if such exercise would result in the Master Fund owning a percentage of our outstanding common stock exceeding 4.99% after giving effect to the issuance of common stock in connection with the Master Fund’s exercise of any portion of such warrant.
​

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PLAN OF DISTRIBUTION
The Selling StockholderAs soon as practicable after               , 2023, we will distribute the subscription rights, subscription rights certificates and anythis prospectus to persons who were holders of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the shares ofour common stock covered by this prospectusand the Participating Warrant at 4:00 p.m., Eastern Time, on               Nasdaq or any other stock exchange, market or trading facility on which, 2023, the shares ofRecord Date for the rights offering. If your common stock are tradedis held in the name of a custodian bank, broker, dealer or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling securities:
•
ordinary brokerage transactionsother nominee, then you should send your subscription documents and transactions in which the broker-dealer solicits purchasers;
​
•
block trades in which the broker-dealer will attemptsubscription payment to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
​
•
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
​
•
an exchange distributionthat nominee in accordance with such nominee’s instructions. If you are the rulesrecord holder, then you should send your subscription rights certificate and subscription payment to the subscription agent at the address provided below. Do not send or deliver these materials to the Company.
​By Mail:
Computershare Inc.
150 Royall Street, Suite V
Canton, Massachusetts 02021
Attention: Molekule Rights Offering		​​By Courier:
Computershare Inc.
150 Royall Street, Suite V
Canton, Massachusetts 02021
Attention: Molekule Rights Offering		​
If you have any questions, you should contact the information agent, Georgeson, at 1290 Avenue of the applicable exchange;Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511.
​
•
privately negotiated transactions;
​
•
settlement of short sales;
​
•
Other than as described in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;
​
•
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
​
•
a combinationthis prospectus, we do not know of any such methods of sale;existing agreements between any stockholder, broker, dealer, underwriter or
​
•
any other method permitted pursuant agent relating to applicable law.
​
The Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale or distribution of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell theseunderlying securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
 
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We have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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LEGAL MATTERS
The validity of the securities offered hereby will beby this prospectus has been passed upon for us by Freshfields Bruckhaus Deringer US LLP.LLP, 601 Lexington Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Molekule Group, Inc. (f/k/a AeroClean Technologies, Inc.,) and Subsidiary (the “Company”) as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022, incorporated by reference in this prospectus by reference to the Annual Report on Form 10-K, as amended, have been so includedincorporated in reliance uponon the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as discussed in Note 1 to the consolidated financial statements) of Citrin Cooperman & Company, LLP, an independent registered public accountants,accounting firm, upon the authority of said firm as experts in accountingauditing and auditing.accounting.
The financial statements of Molekule, Inc. as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022, incorporated in this prospectus by reference to exhibit 99.1 of Molekule Group, Inc.’s Current Report on Form 8-K filed June 9,2023, have been so included in reliance on the report (which contains an explanatory paragraph relating to Molekule, Inc.’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONALMORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 (the “Securities Act”), with respect to the securities being offered hereby.by this prospectus. This prospectus which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with the registration statement.its exhibits. For further information aboutwith respect to us and the securities offered hereby,by this prospectus, we refer you to the registration statement and the exhibits filed with the registration statement.its exhibits. Statements contained in this prospectus regardingas to the contents of any contract or any other document that is filed as an exhibitreferred to the registration statement are not necessarily complete, and in each such statement is qualified in all respects by referenceinstance, we refer you to the full textcopy of suchthe contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. The SEC also maintains an internet website that contains reports, proxy statements, and other information about registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.www.sec.gov.
We are currently subject to the information and periodic reporting requirements underof the Exchange Act. We are required toAct, and we file annual reports containing financial statements audited by an independent public accounting firm, quarterly reports containing unaudited financial data, currentperiodic reports, proxy statements and other information with the SEC pursuant to the Exchange Act. Our annual reportSEC. These periodic reports, proxy statements and other information are available for the fiscal year ended December 31, 2021, as well as each of our other reports filed with the SEC, can be inspectedinspection and copiedcopying at the public reference room and onwebsite of the SEC’s websiteSEC referred to above.
We maintain a website at www.aeroclean.com, through which youhttps://www.molekule.com/. You may access these materialsour Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after they aresuch material is electronically filed with, or furnished to, the SEC. InformationThe information contained onin, or that can be accessed through, our website is not aincorporated by reference in, and is not part of, this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.
We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:SEC (Commission File No. 001-41096):
•
our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2022 (as amended on May 1, 2022);
​
•
our Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on March 31, 2023, as amended on April 3, 2023;
​

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•
our quarterly report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 12, 2022;15, 2023 and our quarterly report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 14, 2023;
​
•
our Current Reportscurrent reports on Form 8-K and all amendments thereto, filed with the SEC on August 14, 2023, June 22, 2023, June 9, 2023, June 1, 2023, May 9, 2023, February 27, 2023, February 6, 2023, January 12, 20222023 and June 30, 2022;; and
​
•
the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on November 19, 2021, including anyall amendments orand reports filed for the purpose of updating thissuch description.
​

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In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.
Notwithstandingprospectus, including all such documents we may file with the statements inSEC after the preceding paragraphs, no document, report or exhibit (or portion of anydate of the foregoing) or any other information that we have “furnished”initial registration statement and prior to the SEC pursuant toeffectiveness of the Exchange Act shall be incorporated by reference into this prospectus, unless otherwise stated therein.registration statement, but excluding any information deemed furnished and not filed with the SEC.
We will furnish without chargeprovide to you, on written or oral request,each person, including any beneficial owners, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference in thisthe prospectus including exhibitscontained in the registration statement but not delivered with the prospectus. We will provide these reports or documents upon written or oral request at no cost to these documents.the requester. You should direct any written requests for documents to AeroClean Inc.,Attention: Chief Financial Officer, 10455 Riverside Drive, Palm Beach Gardens, FL 33410 or33410. You may also telephone us at (833) 652-5326.
You may also may access these filingsdocuments, free of charge, on the SEC’s website at www.sec.gov or on our website at www.aeroclean.com. We do not incorporatehttps://investors.molekule.com/financial-information/sec-filings. Except for the specific incorporated documents listed above, the information on our website into this prospectus and you should not consider any information on,contained in, or that can be accessed through, our website as part of this prospectus (other than those filings with the SEC that we specifically incorporateis not incorporated by reference into this prospectus).prospectus or the registration statement of which it forms a part.
AnyIn accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus willherein shall be deemed modified superseded or replaced for purposes of this prospectussuperseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus modifies, supersedes or replaces such statement.incorporated by reference into this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
 
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​
3,000,000Subscription Rights to Purchase up to 10,000 Units
Consisting of up to 10,000 Shares of Convertible Preferred Stock
and Warrants to Purchase up to       Shares of Common Stock Offered by the Selling Stockholder
at a Subscription Price of $1,000 per Unit
(and up to       shares of Common Stock underlying such Convertible
Preferred Stock and Warrants)
[MISSING IMAGE: lg_aerocleanpathogen-4clr.jpg][MISSING IMAGE: lg_molekule-bwlr.jpg]
​
PROSPECTUS
​
           , 2023
​
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13.
Other expensesExpenses of issuanceIssuance and distributionDistribution.
The following table sets forth all feescosts and expenses other thanpaid or payable by the underwriting discounts and commissions payable solely by AeroCleanregistrant in connection with the offer and sale of the securities being registered.registered under this registration statement. All amounts shown are estimatedestimates except for the SEC registration fee and the FINRA filing fee.
​​​
Amount to
be paid
​
SEC registration fee​​​$3,526​​
Accounting fees and expenses​​​$10,000​​
Legal fees and expenses​​​​75,000​​
FINRA filing fee​​​​6,247​​
Total​​​$94,773​​
Expense​​Amount​
SEC Registration Fee​​​$2,370​​
Accounting Fees and Expenses​​     ​
Legal Fees and Expenses​​     ​
Miscellaneous Fees and expenses​​     ​
Total​​​$     ​​
Item 14.
Indemnification of directorsDirectors and officersOfficers.
Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors and officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, except where the director or officer breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.benefit, or, with respect to any officer, any action by or in the right of the corporation. Our certificate of incorporation provides that no director or officer of AeroCleanthe registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, notwithstanding any provision of law imposing such liability, except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty.
Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, endingpending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses whichthat the Court of Chancery or such other court shall deem proper.
Our certificate of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”

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“Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such

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Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our certificate of incorporation and bylaws provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.
We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.
Item 15.
Recent salesSales of unregistered securitiesUnregistered Securities.
On June 26, 2022, we entered into a purchase agreement (“the Purchase AgreementAgreement”) with the Selling Stockholder,a selling stockholder (the “Selling Stockholder”), pursuant to which we agreed to issue and sell in a private placement (i) an aggregate of 1,500,000 shares of our common stock, par value $0.01 per share, and (ii) a warrant to purchase up to 1,500,000 shares of our common stock, for an aggregate purchase price of $15,000,000. The Purchase Agreement contains customary representations, warranties and agreements by us, customary conditions to closing and indemnification obligations of the Selling Stockholder and us. The closing of the Private Placementthis private placement occurred on June 29, 2022. The offer and sale of these securities was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
On May 3, 2023, we entered into a securities purchase agreement (the “SPA”) with the Selling Stockholder, pursuant to which we agreed to issue and sell in a private placement (i) 3,400,000 shares of our common stock, par value $0.01 per share, (ii) a series A warrant to purchase up to 3,125,000 shares of our common stock, (iii) a series B warrant to purchase up to 6,250,000 shares of our common stock and (iv) a pre-funded warrant to purchase up to 2,850,000 shares of our common stock, for an aggregate purchase price of approximately $9,971,500. The SPA contains customary representations, warranties and agreements by us, customary conditions to closing and indemnification obligations of the Selling Stockholder and us. The closing of this private placement occurred on May 5, 2023. The offer and sale of these securities was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 16.
Exhibits and Financial Statement Schedulesfinancial statement schedules.
(a)
The exhibits to the registration statement are set forth within the Exhibit Index below.
​
(b)
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes.
​

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​
Exhibit No.
Number
​​Exhibit Description​
​2.1+​​Agreement and Plan of Merger, dated October 3, 2022, by and among AeroClean Technologies, Inc., Air King Merger Sub Inc. and Molekule, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-41096) filed with the SEC on October 4, 2022​
​3.1​​mended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.13.1 to the Company’s Registration StatementAnnual Report on Form S-810-K (File No. 333-261395)001-41096), filed with the SEC on November 29, 2021)March 31, 2023).​
​3.2**​​
Bylaws (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-261395), filed with the SEC on November 29, 2021).
of Certificate of Designations, Preferences and Rights of Convertible Preferred Stock		​
​4.1​​Form of Common Stock Certificate (incorporated by reference to Exhibit 3.14.4 to the Company’s Registration Statement on Form S-8 (File No. 333-269209), filed with the SEC on January 13, 2023).​
​4.2​​Form of Share Purchase Option (incorporated by reference to Exhibit 3.2 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
4.2​4.3​​Form of Share Purchase OptionAmended and Restated Registration Rights Agreement, dated January 12, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
4.3​​
Form of Warrant (incorporated by reference into Exhibit 4.1 on10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2022).
​
5.1*​​
Legal opinion of Freshfields Bruckhaus Deringer US LLP
​
10.1​​Form of Registration Rights Agreement (incorporated by reference to Exhibit 3.3 to the Company’s Offering Statement (File No. 024-11650)001-41096), filed with the SEC on September 21, 2021, as amended)January 12, 2023).​

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Exhibit No.​​Exhibit Description​
10.24.4​​AeroClean Technologies, Inc. 2021 Incentive Award PlanStockholders Agreement, dated January 12, 2023 (incorporated by reference to Exhibit 99.110.1 to the Company’s Registration StatementCurrent Report on Form S-88-K (File No. 333-261396)001-41096), filed with the SEC on November 29, 2021)January 12, 2023).​
10.3​​Consultant Agreement, dated as of May 1, 2020, between CleanCo Bioscience Group LLC and Jason DiBona (incorporated by reference to Exhibit 6.2 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.4​​Executive Employment Agreement, dated as of November 1, 2020, between AeroClean Technologies, LLC and Jason DiBona (incorporated by reference to Exhibit 6.3 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.4.1​​Amendment to Executive Employment Agreement, dated as of May 1, 2021, by and between AeroClean Technologies, LLC and Jason DiBona (incorporated by reference to Exhibit 6.3.1 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.5​​Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement, dated as of November 1, 2020, by and between AeroClean Technologies, LLC and Jason DiBona (incorporated by reference to Exhibit 6.4 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.6​​Executive Employment Agreement, dated as of November 1, 2020, between AeroClean Technologies, LLC and Ryan Tyler (incorporated by reference to Exhibit 6.5 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.6.1​​Amendment to Executive Employment Agreement, dated as of May 1, 2021, by and between AeroClean Technologies, LLC and Ryan Tyler (incorporated by reference to Exhibit 6.5.1 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.7​​Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement, dated as of November 1, 2020, by and between AeroClean Technologies, LLC and Ryan Tyler (incorporated by reference to Exhibit 6.6 of the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.8​​AeroClean Technologies, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-261396), filed with the SEC on November 29, 2021).​
10.9​​AeroClean Technologies, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-261396), filed with the SEC on November 29, 2021).​
10.10​​AeroClean Technologies, Inc. 2021 Deferred Compensation Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-261395), filed with the SEC on November 29, 2021).​
10.114.5​​Form of Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 6.10 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.12​4.6​​Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 6.11 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).​
10.13#​4.7​​FormDescription of securities registered under Section 12 of the Securities Purchase AgreementExchange Act of 1934 (incorporated by reference intoto Exhibit 10.14.7 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​4.8**​​Form of Common Stock Purchase Warrant to be issued in rights offering​
​4.9**​​Form of Warrant Agency Agreement between Molekule Group, Inc. and Computershare Trust Company, N.A.​
​4.10**​​Form of Subscription Rights Certificate​
​4.11​​
Form of 2022 Warrant (Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on June 30, 2022).
​
10.14​4.12​​
Form of Registration Rights Agreement (incorporated2022 Warrant Amendment (Incorporated by reference into Exhibit 10.2 onto exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on June 30, 2022)May 9, 2023).
​
​4.13​​
Series A Warrant (Incorporated by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on May 9, 2023).
​
​4.14​​
Series B Warrant (Incorporated by reference to exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on May 9, 2023).
​
​4.15​​
Pre-Funded Warrant (Incorporated by reference to exhibit 4.5 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on May 9, 2023).
​
​5.1**​​Legal opinion of Freshfields Bruckhaus Deringer US LLP.​
​10.1†​​
Molekule Group, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-261396), filed with the SEC on November 29, 2021).
​
 
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​
Exhibit No.
Number
​​Exhibit Description​
10.15​10.2†​​
Form of Stockholders Letter AgreementMolekule Group, Inc. Employee Stock Purchase Plan (incorporated by reference intoto Exhibit 10.399.2 to the Company’s Registration Statement on Form S-8 (File No. 333-261396), filed with the SEC on November 29, 2021).
​
​10.3†​​
Molekule Group, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-261396), filed with the SEC on November 29, 2021).
​
​10.4†​​
Molekule Group, Inc. 2021 Deferred Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-261395), filed with the SEC on November 29, 2021).
​
​10.5†​​
Consultant Agreement, dated as of May 1, 2020, between CleanCo Bioscience Group LLC and Jason DiBona (incorporated by reference to Exhibit 6.2 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).
​
​10.6†​​
Amended and Restated Employment Agreement by and among Jason DiBona and AeroClean Technologies, Inc., dated October 3, 2022 (incorporated by reference Exhibit 10.5 of the Current Report on Form 8-K filed on October 4, 2022).
​
​10.7†​​
Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement, dated as of November 1, 2020, by and between AeroClean Technologies, LLC and Jason DiBona (incorporated by reference to Exhibit 6.4 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).
​
​10.8†​​
Amended and Restated Employment Agreement by and among Ryan Tyler and AeroClean Technologies, Inc., dated October 3, 2022 (incorporated by reference Exhibit 10.6 of the Current Report on Form 8-K filed on October 4, 2022).
​
​10.9†​​
Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement, dated as of November 1, 2020, by and between AeroClean Technologies, LLC and Ryan Tyler (incorporated by reference to Exhibit 6.6 to the Company’s Offering Statement (File No. 024-11650), filed with the SEC on September 21, 2021, as amended).
​
​10.10†​​
Executive Employment Agreement by and among Ritankar Pal and AeroClean Technologies, Inc., dated October 3, 2022 (incorporated by reference Exhibit 10.8 of the Current Report on Form 8-K filed on October 4, 2022).
​
​10.11†​​Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement, dated as of October 3, 2022 by and between AeroClean Technologies, LLC and Ritankar Pal (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K/A (File No. 001-41096), filed with the SEC on April 3, 2023).​
​10.12^^​​License Agreement, dated as of August 11, 2008, between Advanced Technologies & Testing Labs, Inc. and the University of Florida Research Foundation, Inc., as amended (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.13^^​​License Agreement, dated as of July 15, 2015, between Transformair, Inc. and the University of South Florida Research Foundation, Inc., as amended (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.14^^​​Confirmatory Assignment Agreement, dated as of February 20, 2019, between Advanced Technologies & Testing Laboratories, Inc. and Molekule, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.15#​​Mezzanine Loan and Security Agreement, dated as of March 22, 2021, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​

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​
Exhibit
Number
​​Exhibit Description​
​10.16#​​First Loan Modification Agreement to the Mezzanine Loan and Security Agreement, dated as of May 19, 2022, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.17#​​Second Loan Modification Agreement to Mezzanine Loan and Security Agreement, dated as of October 1, 2022, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.18#​​Joinder and Sixth Loan Modification Agreement, dated as of January 12, 2023, by and among Silicon Valley Bank, Molekule, Inc. and Molekule Group, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.19#​​Loan and Security Agreement, dated as of June 24, 2016, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.20#​​Amended and Restated Loan and Security Agreement, dated as of August 29, 2019, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.21#​​First Loan Modification Agreement to the Loan and Security Agreement, dated as of March 9, 2020, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.22#​​Second Loan Modification Agreement to the Loan and Security Agreement, dated as of July 19, 2020, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.23#​​Third Loan Modification Agreement to the Loan and Security Agreement, dated as of March 22, 2021, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.24#​​Fourth Loan Modification Agreement to the Loan and Security Agreement, dated as of May 19, 2022, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.25#​​Fifth Loan Modification Agreement to the Loan and Security Agreement, dated as of October 1, 2022, by and between Silicon Valley Bank and Molekule, Inc. (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.26#​​Joinder and Third Loan Modification Agreement, dated as of January 12, 2023, by and among Silicon Valley Bank, Molekule, Inc. and Molekule Group, Inc. (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.27#​​Master Lease Agreement, dated as of June 19, 2020, by and between Trinity Capital Inc and Molekule, Inc. (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.28#​​Amendment to the Master Lease Agreement, dated as of August 25, 2021, by and between Trinity Capital Inc and Molekule, Inc. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​

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​
Exhibit
Number
​​Exhibit Description​
​10.29#​​Second Amendment to the Master Lease Agreement, dated as of June 1, 2022, by and between Trinity Capital Inc and Molekule, Inc. (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.30#​​Joinder to Master Lease Agreement, dated as of January 12, 2023, by and among Trinity Capital Inc., Molekule, Inc. (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).​
​10.31#​​
Securities Purchase Agreement (Incorporated by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on June 30, 2022)May 9, 2023).
​
​10.32​​
Registration Rights Agreement (Incorporated by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-41096), filed with the SEC on May 9, 2023).
​
​21.1​​
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-41096), filed with the SEC on March 31, 2023).
​
​23.1*​​
Consent of Citrin Cooperman & Company, LLP.
​
​23.2*​​
Consent of PricewaterhouseCoopers LLP.
​
​23.3**​​Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1).​
​24.1*​​
Power of Attorney (included on signature page).
​
​99.1**​​Form of Instructions as to Use of Subscription Rights Certificate​
​99.2**​​Form of Letter to Stockholders who are Record Holders​
​99.3**​​Form of Broker Letter to Clients who are Beneficial Holders​
​99.4**​​Form of Letter to Brokers, Dealers, Banks and Other Nominees​
​99.5**​​Form of Beneficial Owner Election Form​
​107*​​
FillingFiling Fee Table
​
​
*
Filed herewith
​
#**
The schedulesTo be filed by amendment
​
†
Management contract or compensatory plan or arrangement
​
+
Schedules and annexes (and similar attachments)exhibits to this exhibit have been omitted from this filing pursuant to Regulation S-K Item 601(b)(10) of Regulation S-K.(2). The registrant agrees to furnish supplementally a supplemental copy of any omitted schedule (or similar attachment)or exhibit to the SEC upon request.
​
#
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
​
^^
Portions of the exhibit (indicated by asterisks) have been omitted in accordance with the rules of the SEC.
​
Item 17.   Undertakings
Undertakings.
(a)
The undersigned registrant hereby undertakes:
​
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
​
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;Act of 1933;
​
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
​

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statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.statement;
​
Provided, however, That paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purposespurpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of thesuch securities at that time shall be deemed to be the initial bona fide offering thereof.
​
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
​
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
​
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thisthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
​

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(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 Act and will be governed by the final adjudication of such issue.
​
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Beach Gardens, State of Florida, on July 11, 2022.September 1, 2023.
AEROCLEAN TECHNOLOGIES,
​​​​MOLEKULE GROUP, INC.​
​​​​
/s/ Jason DiBona
​
Jason DiBona
Chief Executive Officer (Principal Executive Officer)
​
By:
/s/ Jason DiBona
​
​
Jason DiBona
Chief Executive Officer
(Principal Executive Officer)
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason DiBona and Ryan Tyler, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including all pre-qualification and post-qualificationpost-effective amendments) to this Form S-1 registration statement, including an additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agentagents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that eachsaid attorneys-in-fact and agents, or any of said attorney-in-fact and agentthem, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities andindicated below on the dates indicated.September 1, 2023.
​Signature​​Title​​Date​
​
/s/ Jason DiBona
​
Jason DiBona
​​
Chief Executive Officer
(Principal Executive Officer)
​​July 11, 2022​
​
/s/ Ryan Tyler
​
Ryan Tyler
​​
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
​​July 11, 2022​
​
/s/ Amin J. Khoury, Ph.D. (Hon)
​
Amin J. Khoury, PhDPh.D. (Hon)
​​Chairman of the Board​​July 11, 2022​
​
/s/ David Helfet, M.D.
​
David Helfet, M.D.
​​Director​​July 11, 2022​
​
/s/ Michael Senft
​
Michael Senft
​​Director​​July 11, 2022​
​
/s/ Thomas P. McCaffrey
​
Thomas P. McCaffrey
​​Director​​July 11, 2022​
 
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​Signature​​Title​​Date​
​
/s/ Heather Floyd
​
Heather Floyd
​​Director​​July 11, 2022​
​
/s/ Timothy J. Scannell
​
Timothy J. Scannell
​​Director​
​July 11, 2022
/s/ Stephen M. Ward, Jr.
​
Stephen M. Ward, Jr.
​​Director​
​
/s/ Brad Feld
​
Brad Feld
​​Director​
 
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