Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41096 | |
Entity Registrant Name | AeroClean Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-3213164 | |
Entity Address State Or Province | FL | |
Entity Address, Address Line One | 10455 Riverside Dr | |
Entity Address, City or Town | Palm Beach Gardens | |
Entity Address, Postal Zip Code | 33410 | |
City Area Code | 833 | |
Local Phone Number | 652-5326 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | AERC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,496,932 | |
Entity Central Index Key | 0001872356 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 25,818,620 | $ 19,629,649 |
Accounts receivable | 11,894 | 177,064 |
Prepaid expenses and other current assets | 285,318 | 1,124,998 |
Inventories | 1,310,275 | 645,942 |
Total current assets | 27,426,107 | 21,577,653 |
Property and equipment, net | 2,164,759 | 2,123,428 |
Other assets | 21,667 | 21,667 |
Total assets | 29,612,533 | 23,722,748 |
Current liabilities: | ||
Accounts payable | 854,295 | 927,194 |
Accrued expenses and other current liabilities | 1,835,057 | 583,885 |
Total current liabilities | 2,689,352 | 1,511,079 |
Long-term liabilities: | ||
Warrant liability | 3,156,000 | |
Deferred tax liability | 74,573 | 501,254 |
Total liabilities | 5,919,925 | 2,012,333 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preference Shares, $0.01 par value; 11,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.01 par value per share; 110,000,000 shares authorized; 15,408,828 and 13,877,636 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 153,776 | 138,776 |
Additional paid-in capital | 26,387,440 | 23,319,499 |
Accumulated deficit | (2,848,608) | (1,747,860) |
Total stockholders' equity | 23,692,608 | 21,710,415 |
Total liabilities and stockholders' equity | $ 29,612,533 | $ 23,722,748 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 11,000,000 | 11,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 15,408,828 | |
Common Stock, Shares, Outstanding | 15,408,828 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||||
Product revenues | $ 58,385 | $ 261,299 | $ 136,037 | $ 261,299 |
Cost of sales | 30,834 | 147,733 | 70,724 | 147,733 |
Gross profit | 27,551 | 113,566 | 65,313 | 113,566 |
Operating expenses: | ||||
Selling, general and administrative | 4,440,645 | 685,079 | 10,687,936 | 2,678,689 |
Research and development | 633,262 | 956,499 | 1,743,806 | 3,617,101 |
Total operating expenses | 5,073,907 | 1,641,578 | 12,431,742 | 6,295,790 |
Loss from operations | (5,046,356) | (1,528,012) | (12,366,429) | (6,182,224) |
Change in fair value of warrant liability | (11,489,000) | (10,839,000) | ||
Loss before income tax benefit | 6,442,644 | (1,528,012) | (1,527,429) | (6,182,224) |
Income tax benefit | (206,849) | 0 | (426,681) | 0 |
Net Loss | $ 6,649,493 | $ (1,528,012) | $ (1,100,748) | $ (6,182,224) |
Loss Per Common Share | ||||
Basic | $ 0.43 | $ (0.13) | $ (0.08) | $ (0.61) |
Diluted | $ 0.42 | $ (0.13) | $ (0.08) | $ (0.61) |
Weighted-average common shares outstanding: | ||||
Basic | 15,377,636 | 11,363,636 | 14,388,625 | 10,135,506 |
Diluted | 15,767,353 | 11,363,636 | 14,388,625 | 10,135,506 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN MEMBERS' STOCKHOLDERS' EQUITY - USD ($) | Common Stock Class A | Common Stock | Accumulated Deficit | Additional Paid-in Capital | Total |
Beginning balance at Dec. 31, 2020 | $ 10,751,274 | $ (8,223,407) | $ 2,527,867 | ||
Beginning balance (shares) at Dec. 31, 2020 | 8,081,578 | ||||
Issuance of equity units | $ 5,997,494 | 5,997,494 | |||
Issuance of equity units (shares) | 5,347,370 | ||||
Net loss | (6,182,224) | (6,182,224) | |||
Ending balance at Sep. 30, 2021 | $ 16,748,768 | (14,405,631) | 2,343,137 | ||
Ending balance (shares) at Sep. 30, 2021 | 13,428,948 | ||||
Beginning balance at Jun. 30, 2021 | $ 16,748,768 | (12,877,619) | 3,871,149 | ||
Beginning balance (shares) at Jun. 30, 2021 | 13,428,948 | ||||
Net loss | (1,528,012) | (1,528,012) | |||
Ending balance at Sep. 30, 2021 | $ 16,748,768 | (14,405,631) | 2,343,137 | ||
Ending balance (shares) at Sep. 30, 2021 | 13,428,948 | ||||
Beginning balance at Dec. 31, 2021 | $ 138,776 | (1,747,860) | 21,710,415 | ||
Beginning balance (shares) at Dec. 31, 2021 | 13,877,636 | 23,319,499 | |||
Issuance of common stock and warrants (shares) | 1,531,192 | ||||
Stock-based compensation | $ 2,173,171 | 2,173,171 | |||
Issuance of equity units | $ 15,000 | 909,770 | |||
Issuance of equity units (shares) | 894,770 | ||||
Net loss | (1,100,748) | (1,100,748) | |||
Ending balance at Sep. 30, 2022 | $ 153,776 | (2,848,608) | 23,692,608 | ||
Ending balance (shares) at Sep. 30, 2022 | 15,408,828 | 26,387,440 | |||
Beginning balance at Jun. 30, 2022 | $ 153,776 | (9,498,101) | 16,249,322 | ||
Beginning balance (shares) at Jun. 30, 2022 | 15,408,828 | 25,593,647 | |||
Stock-based compensation | $ 793,793 | 793,793 | |||
Net loss | 6,649,493 | 6,649,493 | |||
Ending balance at Sep. 30, 2022 | $ 153,776 | $ (2,848,608) | $ 23,692,608 | ||
Ending balance (shares) at Sep. 30, 2022 | 15,408,828 | 26,387,440 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 6,649,493 | $ (1,100,748) | $ (6,182,224) |
Adjustments to reconcile net loss to net cash flows used in operating activities | |||
Offering costs associated with warrant liability | 1,326,212 | ||
Change in fair value of warrant liability | (11,489,000) | (10,839,000) | |
Deferred tax benefit | (426,681) | ||
Depreciation | 115,299 | 43,818 | |
Equity-based compensation | 793,793 | 2,173,171 | 924,438 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 165,170 | (201,801) | |
Inventories | (664,333) | (247,041) | |
Other current and non-current assets | 839,688 | (791,808) | |
Accounts payable | (72,899) | 390,948 | |
Accrued expenses and other liabilities | 1,251,172 | 539,572 | |
Net cash flows used in operating activities | (7,232,949) | (5,524,098) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (156,631) | (1,826,838) | |
Net cash flows used in investing activities | (156,631) | (1,826,838) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock and warrants | 15,000,000 | 5,173,599 | |
Payment of issuance costs | (1,421,449) | ||
Proceeds from loan from related party | 500,000 | ||
Net cash flows provided by financing activities | 13,578,551 | 5,673,599 | |
Net (decrease)/increase in cash | 6,188,971 | (1,677,337) | |
Cash, beginning of period | 19,629,649 | 2,333,117 | |
Cash, end of period | $ 25,818,620 | $ 25,818,620 | 655,780 |
Supplemental schedule of non-cash activities: | |||
Purchases of property and equipment in accounts payable | $ 46,716 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Description of Business | |
Description of Business | 1. Description of Business AeroClean Technologies, Inc. (“AeroClean” or the “Company”) was initially formed as CleanCo Bioscience Group LLC (“CBG”) in the State of Florida on September 2, 2011. Subsequent to its formation, CBG established a team of scientists, engineers and medical experts to provide solutions for the challenges posed by harmful airborne pathogens and resultant hospital acquired infections. On September 15, 2020, CBG converted into AeroClean Technologies, LLC as a Delaware limited liability company. On November 23, 2021, AeroClean Technologies, LLC incorporated in the state of Delaware as AeroClean Technologies, Inc. See Note 4, Initial Public Offering for a discussion of the Company’s initial public offering (the “IPO”). The Company is headquartered in Palm Beach Gardens, Florida. AeroClean is an interior space air purification technology company with an immediate objective of initiating full-scale commercialization of its high-performance interior air sterilization and disinfection products for the eradication of coronavirus and other harmful airborne pathogens. AeroClean was established to develop technology-driven, medical-grade air purification solutions for hospitals and other healthcare settings. Liquidity and Capital Resources The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205 40, Presentation of Financial Statements — Going Concern (ASC 205 40), require management to assess an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. In each reporting period (including interim periods), an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. The Company incurred net income of $6,649,493 and a net loss of $1,100,748 during the three and nine months ended September 30, 2022 and had an accumulated deficit of $2,848,608 at September 30, 2022. The Company’s net cash used in operating activities was $7,232,949 for the nine months ended September 30, 2022. The Company is an early-stage company and has begun generating revenues through the commercial production and sale of its Pūrgo The Company’s ability to fund its operations is dependent upon management’s plans, which include generating sufficient revenues and controlling the Company’s expenses. A failure to generate sufficient revenues or control expenses, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. On November 29, 2021, the Company completed its IPO resulting in aggregate gross proceeds of $25,140,000 and net proceeds of $21,640,000 after deducting underwriting fees and closing costs of approximately $3,500,000. Additionally, on June 29, 2022, the Company completed a private placement in connection with a securities purchase agreement dated June 26, 2022 (the “Private Placement”). In the Private Placement, the Company received gross proceeds of $15,000,000 in connection with the issuance of (i) 1,500,000 shares of common stock and (ii) a warrant to purchase up to 1,500,000 shares of common stock (the “Warrant”). See Note 11, Stockholders’ Equity. The accumulated deficit from the inception of the Company through September 30, 2022 is substantially less than the amounts raised through its IPO and the Private Placement. Further, the Company’s investment into research and development, engineering and other product development costs has been decreasing following the product launch, and as discussed, the Company is now generating revenues and margins from the sale of its Pūrgo Based on the available cash balance and management’s plans as described above, management believes that it has the ability to fund the Company’s operations for one year after the financial statements are issued. 1. Description of Business (Continued) COVID-19 Pandemic The Company continues to monitor the ongoing COVID-19 pandemic, including the emergence of variant strains, which continue to spread throughout the world and have adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The Company’s on-going research and development activities, including development of product prototypes and manufacturing activities, are all conducted in the United States, and as a result, the Company has been able to mitigate the adverse impact of the COVID-19 pandemic on its global supply chain. During the nine months ended September 30, 2022, the Company did not experience any significant adverse impact on its operations as a result of the COVID-19 pandemic. However, across many industries, including the Company’s, COVID-19 - among other factors - has negatively impacted personnel and operations at third-party manufacturing and component part supplier facilities in the United States and around the world. 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 the Company's manufacturing run rate is not currently being impacted, past shortages have impacted the Company’s ability to manufacture units. The Company continues to actively monitor the situation and may take further actions that impact operations as may be required by federal, state or local authorities or that it determines is in the best interests of its employees, customers, suppliers and stockholders. As of the date these unaudited condensed financial statements were issued, the pandemic presents uncertainty and risk as the Company cannot reasonably determine or predict the nature, duration or scope of the overall impact the COVID-19 pandemic and the evolving strains of COVID-19 will have on its business, results of operations, liquidity or capital resources. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions. The Company’s critical accounting policies are described in Note 2, Summary of Significant Accounting Policies, of the Company’s audited financial statements for the year ended December 31, 2021 included in its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022, except as noted below. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company’s financial statements may not be comparable to the financial statements of other companies that comply with the new or revised accounting pronouncements as of the public company effective dates. The Company has reviewed recent accounting pronouncements and, with the exception of the below, concluded that they are either not applicable to its business, or no material effect is expected on the unaudited condensed financial statements as a result of future adoption. 2. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses, which In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which supersedes ASC Topic 840, Leases. Topic 842 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. Topic 842 will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In November 2019, the FASB deferred the effective date for implementation of Topic 842 by one year and, in June 2020, the FASB deferred the effective date by an additional year. The guidance under Topic 842 is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Earlier adoption is permitted. The Company only has one operating lease in place as of September 30, 2022 related to its warehouse, distribution facility and corporate headquarters for a 10-year term. The Company’s remaining lease payments of approximately $2,475,000 will be discounted to record its lease liability using its incremental borrowing rate and to record the corresponding right of use asset. Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, U.S. Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the 2. Summary of Significant Accounting Policies (Continued) Revenue Recognition The Company recognizes revenues related to sales of products upon the customer obtaining control of promised goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. To determine revenue recognition for arrangements within the scope of ASC Topic 606, Revenue from Contracts with Customers The Company recognized revenue of $58,385 and $136,037 in the three and nine months ended September 30, 2022 respectively. The Company recognized revenue of $261,299 in the three and nine months ended September 30, 2021 as the Company sold its first units to customers in July 2021. Income Taxes Prior to the IPO, the Company was a limited liability company and was treated as a partnership for federal and state income tax purposes. Therefore, no provision for income taxes had been included in the financial statements since taxable income or loss was allocated to members, who were responsible for any taxes thereon, in accordance with the provisions of the Company’s operating agreement. On November 23, 2021, in conjunction with the IPO, the Company incorporated in the State of Delaware. The Company recognizes and measures its unrecognized tax benefit in accordance with FASB ASC 740, Income Taxes. The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period, including the technical merits of those positions. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. At September 30, 2022 and December 31, 2021, the Company did not identify any uncertain tax positions taken or expected to be taken in an income tax return that would require adjustment to, or disclosure in, its financial statements. Research & Development Expenses Research and development expenses are expensed as incurred and consist principally of contract labor and third-party engineering, product development and testing costs related to the development of medical grade air purification devices and related components as well as concepts for future product development. Stock-Based Compensation The Company accounts for share-based payments to employees and non-employees in accordance with the provisions of FASB ASC 718, Compensation — Stock Compensation (“ASC 718”). Under ASC 718, the Company measures the share-based compensation cost on the date of grant, based on the fair value of the award, and expense is recognized over the requisite service period. Compensation cost recognized during the three and nine months ended September 30, 2022 related to grants of restricted stock units. Accounts Receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history and estimated value of collateral, if any. 2. Summary of Significant Accounting Policies (Continued) Inventories The Company values inventories at the lower of cost or net realizable value using the first-in, first-out or weighted average cost September Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy that prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs observable or that can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At September 30, 2022 and December 31, 2021, the carrying amounts of the Company’s financial instruments, including cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximated their respective fair value due to the short-term nature of these instruments. Derivative Instrument The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments Fair Value Measurements | |
Financial Instruments Fair Value Measurements | 3. Financial Instruments Fair Value Measurements The Warrant issued in connection with the Private Placement was accounted for as a liability and accordingly 3. Financial Instruments Fair Value Measurements (Continued) The Company utilizes a Black-Scholes option pricing model to estimate the fair value of the Warrant, which is considered a Level 3 fair value measurement. The Black-Scholes option-pricing model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. Certain inputs utilized in the Company’s Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of the Company’s control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the warrant liability which could also result in material non-cash gain or loss being reported in the accompanying unaudited condensed statements of operations. The warrant liability measured at fair value was $3,156,000 at September 30, 2022. The warrant liability was not outstanding at December 31, 2021. The fair value of the Warrant was estimated using a Black-Scholes pricing model based on the following assumptions: At September 30, 2022 Stock price $ 2.89 Expiration term (in years) 4.99 Volatility 125.0 % Risk-free rate 4.1 % Dividend yield 0.0 % The Private Placement offering costs of $1,421,449 were allocated between the Warrants and the common stock based on the allocated proceeds consistent with the allocation of the gross proceeds (see note 11). The offering allocated to the Warrants of $1,326,212 were immediately expensed and recorded as selling, general and administrative expense in the accompanying unaudited condensed statements of operations on June 24, 2022. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | 4. On November 29, 2021, the Company completed its IPO of 2,514,000 shares of its common stock, which included the partial exercise of the underwriters’ overallotment option, at a public offering price of $10.00 per share for aggregate gross proceeds of $25,140,000 and net proceeds of approximately $21,640,000 after deducting underwriting fees of approximately $2,200,000 and other offering costs of approximately $1,300,000. The Company issued a purchase option to the underwriters (the “Underwriter Option”) exercisable within five years of its IPO for 5.0% of the shares of common stock issued, or 125,700 shares of common stock, at an exercise price of $12.50 per share. On June 21, 2022, 31,192 shares of common stock were issued pursuant to the Underwriter Option. The Company’s common stock is listed on The Nasdaq Capital Market under the symbol “AERC.” In connection with its IPO, on November 23, 2021, the Company converted from a Delaware limited liability company into a Delaware corporation (the “Corporate Conversion”) and changed its name to AeroClean Technologies, Inc. In connection with the Corporate Conversion, the 13,428,948 outstanding member units were converted into 11,363,636 shares of common stock at a conversion ratio of 0.8462. The Corporate Conversion has been adjusted retroactively for the purposes of calculating basic and diluted earnings per share. The Company’s certificate of incorporation authorizes the issuance of 110,000,000 shares of common stock and 11,000,000 shares of preferred stock. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5. Prepaid expenses and other current assets consisted primarily of prepaid insurance premiums and amounts paid to suppliers and vendors for inventories and retainers for engineering, product development, testing and other services to be performed. Prepaid expenses and other current assets were $285,318 and $1,124,998 at September 30, 2022 and December 31, 2021, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventories | |
Inventories | 6. Inventories consisted of the following: September 30, December 31, 2022 2021 Raw materials $ 641,499 $ 475,767 Finished goods 668,776 170,175 Total inventories $ 1,310,275 $ 645,942 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment | |
Property and Equipment | 7. Property and equipment consisted of the following: Useful Life September 30, December 31, (Years) 2022 2021 Leasehold improvements Lesser of useful life or lease term $ 847,217 $ 847,217 Machinery and tooling 7 1,270,652 1,123,391 Furniture and equipment 3 - 10 241,835 232,466 2,359,704 2,203,074 Less: accumulated depreciation 194,945 79,646 $ 2,164,759 $ 2,123,428 Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives (or the lesser of the term of the lease for leasehold improvements, as appropriate), except for tooling, which is depreciated utilizing the units-of-production method. Depreciation expense was $43,252 and $115,299 and $35,842 and $43,818 for the three and nine months ended September 30, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and September 30, 2022: September 30, December 31, 2022 2021 Accrued wages and bonus $ 52,998 $ 408,418 Research and development 122,233 35,708 Accrued legal fees 1,505,253 29,512 Other accrued liabilities 154,573 110,247 Total accrued expenses and other current liabilities $ 1,835,057 $ 583,885 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments Legal Proceedings 9. Commitments and Contingencies (Continued) Indemnities, Commitments and Guarantees Guaranteed Payment The Company also had agreements in place with independent contractors whereby the Company was required to compensate the independent contractors fifty percent in cash and fifty percent in equity. The equity consideration was contingent upon future events, including the conversion to a Delaware corporation and a new round of equity financing from third party sources, which were not deemed to be probable at December 31, 2020. Subsequent to December 31, 2020, these agreements were amended so that the compensation will be in cash only for services provided subsequent to March 31, 2021. Effective April 1, 2021, the contractors were issued Class A Units to compensate them for the fifty percent equity portion of their consideration earned. See Note 11, Stockholders’ Equity. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions The Company recognized revenue of $0 and $10,000 for units sold to related parties during the three and nine months September 30, 2022, respectively. The Company had an accounts receivable balance of $0 and $63,290 for units sold to related parties as of September 30, 2022 and December 31, 2021, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Long-term Incentive Plan In conjunction with its IPO, on November 23, 2021, the Company adopted the Employee Stock Purchase Plan, the 2021 Incentive Award Plan (the “Long-Term Incentive Plan” or the “LTIP”) and the Non-Employee Directors Stock and Deferred Compensation Plan (collectively, the “Plans”). Accordingly, the Company reserved 2,802,273 shares, collectively, for issuance or sale under the Plans. The Board approved an amendment to the LTIP to increase the shares authorized to be issued by 1,500,000, and the evergreen set forth in the LTIP resulted in an increase of 277,552 shares. The Company’s Compensation Committee has the authority under the LTIP to grant stock options; stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other forms of equity-based or equity-related awards. Compensation cost is generally recorded on a straight-line basis over the vesting term of the shares based on the grant date value using the closing trading price. 11. Stockholders’ Equity (Continued) Stock-based compensation expense was $793,793 and $2,173,171 for the three and nine months ended September 30, 2022, respectively, and $0 and $924,438 for the three and nine months ended September 30, 2021, respectively. During the nine months ended September 30, 2022, the Company granted 352,426 restricted stock units to members of management and 343,754 restricted stock units to members of the Board under the LTIP. The total number of restricted stock units issued at September 30, 2022 was 1,359,448. Unrecognized compensation cost related to restricted stock awards issued by the Company was $5,401,374 at September 30, 2022. Number of RSUs Balance at December 31, 2021 626,268 Granted 733,180 Released - Cancelled - Balance at September 30, 2022 1,359,448 Members’ Units Prior to the completion of the IPO (See Note 4, Initial Public Offering), the Board was authorized to issue Class A Units (the “Units”), which entitled unitholders to allocations of profits and losses and other items and distributions of cash and other property as was set forth in the Company’s operating agreement, as amended. The Board had the right at any time and from time to time to authorize and cause the Company to create and/or issue equity securities to any person, in which event, all units of a class, group or series would have been diluted in an equal manner as to the other units of such class, group or series, and the Board had the power to amend the operating agreement to allow for such additional issuances and dilution and to make any such other amendments necessary or desirable to reflect such issuances. The holder of each Unit had the right to one vote per Unit on all matters to be voted on by the Members. During the three months ended March 31, 2021, the Company sold 5,073,056 Units to existing members resulting in gross proceeds of $5,073,056. Effective April 1, 2021, the Board approved the issuance of an aggregate of 274,314 Units, of which 140,085 Units were issued to independent contractors and 134,229 Units were issued to Board members as compensation for services provided. Certain of the Units were issued to independent contractors as consideration for services pursuant to existing agreements, which provided for payment of fifty percent in cash and fifty percent in equity (See Note 9, Commitments and Contingencies). The subscription agreements issued to the contractors included a provision that no payments for services rendered after March 31, 2021 will be in the form of equity. Private Placement On June 29, 2022, the Company completed the private placement in connection with a securities purchase agreement dated June 26, 2022 (the “Private Placement”). In the Private Placement, the Company received gross cash proceeds of $15,000,000 in connection with the issuance of (i) 1,500,000 shares of common stock and (ii) a warrant to purchase up to 1,500,000 shares of common stock. The Warrant has an exercise price of $11.00 per share and is exercisable until July 21, 2027. Net proceeds amounted to $13,578,551 after issuance costs of $1,421,449. As the Warrant was liability classified, the gross proceeds and issuance costs were allocated to the Warrant liability based on its fair value with the residual being allocated to the common stock, resulting in the allocation of gross proceeds of $13,995,000 and $1,005,000 to the Warrant liability and common stock, respectively, and issuance costs of $1,326,212 and $95,237 were charged to expense and additional paid in capital respectively. On July 21, 2022, the Company’s registration statement on Form S-1 relating to the resale of 3,000,000 shares of common stock by the selling stockholder listed in the prospectus (including 1,500,000 shares of common stock issued in the Private Placement and 1,500,000 |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Loss Per Common Share | |
Loss Per Common Share | 12. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed using the weighted average common shares outstanding during the year. Diluted net income (loss) per common share reflects the potential dilution from the assumed conversion of all dilutive securities such as unvested restricted stock units, the Underwriter Option and the Warrant using the treasury stock method. When the effects of the outstanding unvested restricted stock units, the Underwriter Option and the Warrant are anti-dilutive, they are not included in the calculation of diluted net loss per common share. The following table sets forth the computation of basic and diluted net loss per common share for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 6,649,493 $ (1,528,012) $ (1,100,748) $ (6,182,224) Weighted average common shares - basic 15,767,636 11,363,636 14,388,625 10,135,506 Weighted average common shares - diluted 15,767,353 11,363,636 14,388,625 10,135,506 Net income (loss) per share - basic $ 0.43 $ (0.13) $ (0.08) $ (0.61) Net income (loss) per share - diluted $ 0.42 $ (0.13) $ (0.08) $ (0.61) The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Outstanding Warrants 1,500,000 — 1,500,000 — Restricted stock units, including market based RSUs 1,359,448 626,268 Total 1,500,000 — 2,859,448 626,268 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes. | |
Income Taxes | 13. Income Taxes Income tax benefit was $206,849 and $0, and $426,681 and $0 for the three and nine months ended September 30, 2022 and 2021, respectively, and was comprised primarily of a federal income tax benefit by applying the U.S. federal income tax rate of 21% to the gain (loss) before tax and adjusting for non-deductible expenses, tax credits generated and utilization of net operating loss carryforwards. On November 23, 2021, in conjunction with its IPO, the Company incorporated in the State of Delaware. Prior to its IPO, the Company was a limited liability company and was treated as a partnership for federal and state income tax purposes. Therefore, no provision for income taxes had been included in the financial statements prior to its IPO. The Company expects to be in a net deferred tax asset position in the year ending December 31, 2022, which will be offset by a valuation allowance. Accordingly, a tax benefit is being realized to the extent of the net deferred tax liability that existed at December 31, 2021 based upon the estimated effective tax rate for the year ending December 31, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Proposed Business Combination On October 3, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Air King Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Molekule, Inc., a Delaware corporation (“Molekule”), providing for, among other things, and subject to the terms and conditions therein, an all-stock merger transaction pursuant to which Merger Sub will merge with and into Molekule, with Molekule continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the outstanding shares of Molekule common stock, par value $0.0001, that are issued and outstanding immediately prior to the effective time of the Merger (the “Molekule Common Stock”) (including shares of Molekule Common Stock resulting from the conversion of Molekule’s preferred stock), will be converted automatically into, and the holders of such shares of Molekule Common Stock will be entitled to receive (the “Merger Consideration”), by virtue of the Merger and upon the terms and subject to the conditions set forth in the Merger Agreement, 15,071,322 fully paid and nonassessable shares of AeroClean common stock, par value $0.01 per share (the “AeroClean Common Stock”), which will result in the Molekule stockholders in the aggregate holding, together with certain holders of restricted stock units to be issued by AeroClean pursuant to AeroClean’s 2021 Incentive Award Plan as soon as practicable following the Effective Time (the “Closing Date Vested RSUs”) At the Effective Time, each Molekule Preferred Stock Warrant will, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and converted into the right to receive, for each share of Molekule Common Stock issuable upon conversion of any Molekule Preferred Stock issuable upon exercise of any Molekule Preferred Stock Warrant, a portion of the Merger Consideration equal to (i) the Merger Consideration that would have been payable pursuant to the Merger Agreement in respect of such share had such Molekule Preferred Stock Warrant been exercised immediately prior to the Effective Time, less (ii) the exercise price with respect to such Molekule Preferred Stock Warrant (the resultant aggregate Merger Consideration due to a holder of a Molekule Preferred Stock Warrant, the “Warrant Merger Consideration”). Each Molekule Warrant issued and outstanding as of the Effective Time that is not a Molekule Preferred Stock Warrant will automatically and without further action by any party be cancelled and terminated for no consideration or payment immediately prior to the Effective Time. The Warrant Merger Consideration will be calculated in accordance with the terms of the applicable Molekule Preferred Stock Warrant. At the Effective Time, each outstanding option to acquire Molekule Common Stock will be cancelled and terminated for no consideration. Any shares of Molekule Common Stock that remain available for issuance pursuant to Molekule’s 2015 stock plan (the “Residual Shares”) will be converted at the Effective Time into the number of shares of AeroClean Common Stock equal to the product of the number of such Residual Shares and the exchange ratio determined in accordance with the Merger Agreement (the “Assumed Shares”). At the Effective Time, AeroClean will assume the Molekule 2015 stock plan with the result that AeroClean may issue the Assumed Shares after the Effective Time pursuant to the settlement of any equity awards granted under the 2015 stock plan, AeroClean’s 2021 Incentive Award Plan or any other AeroClean equity plan. As soon as reasonably practicable following the Effective Time, AeroClean will grant awards of restricted stock units to specified Molekule employees who continue in service. Consummation of the Merger is subject to customary closing conditions, including the following: (i) no governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order which is in effect and has the effect of making the transactions illegal, and no law shall have been enacted, issued, promulgated, enforced or entered by any governmental authority that, in any case, prohibits or makes illegal the Merger and related transactions contemplated under the Merger Agreement (the “Transactions”); (ii) the AeroClean stockholder approval must remain valid and binding; (iii) the Molekule stockholder approval of the Transactions shall have been obtained (including approval by the holders of (a) a majority of the shares of Molekule Series 1 Preferred Stock and (b) a majority of the shares of Molekule common stock and Molekule Series 1 Preferred Stock on a converted basis voting together as a single class); the Registration Statement on Form S-4 shall have become effective and be in effect; (v) the information statement contained in the Registration Statement shall have been disseminated to AeroClean stockholders at least twenty (20) calendar days prior to the Closing; and (vi) the AeroClean common stock to be issued in connection with the Transactions shall have been approved for listing on the Nasdaq Capital Market, subject only to official notice of issuance thereof Acquisition of GSI Technology On October 1, 2022, the Company acquired GSI Technology, a company focused on deploying an analytics-based approach to indoor air quality by monitoring real-time air quality and work safety conditions in an innovative, integrated dashboard offering air quality, human capital and security for a purchase consideration of $350,000 in cash and 88,104 of shares of AeroClean common stock, or $276,647 based on the fair value at close. The transaction costs incurred in connection with this acquisition amounted to $87,865 and are included in the selling, general and administrative expenses. The valuation of the acquired assets and liabilities assumed is not complete, as of the date of issuance of these financial statements and as such, the Company has not yet finalized its allocation of the purchase price for the acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, U.S. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the |
Revenue Recognition | Revenue Recognition The Company recognizes revenues related to sales of products upon the customer obtaining control of promised goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. To determine revenue recognition for arrangements within the scope of ASC Topic 606, Revenue from Contracts with Customers The Company recognized revenue of $58,385 and $136,037 in the three and nine months ended September 30, 2022 respectively. The Company recognized revenue of $261,299 in the three and nine months ended September 30, 2021 as the Company sold its first units to customers in July 2021. |
Income Taxes | Income Taxes Prior to the IPO, the Company was a limited liability company and was treated as a partnership for federal and state income tax purposes. Therefore, no provision for income taxes had been included in the financial statements since taxable income or loss was allocated to members, who were responsible for any taxes thereon, in accordance with the provisions of the Company’s operating agreement. On November 23, 2021, in conjunction with the IPO, the Company incorporated in the State of Delaware. The Company recognizes and measures its unrecognized tax benefit in accordance with FASB ASC 740, Income Taxes. The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period, including the technical merits of those positions. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires a change. At September 30, 2022 and December 31, 2021, the Company did not identify any uncertain tax positions taken or expected to be taken in an income tax return that would require adjustment to, or disclosure in, its financial statements. |
Research & Development Expenses | Research & Development Expenses Research and development expenses are expensed as incurred and consist principally of contract labor and third-party engineering, product development and testing costs related to the development of medical grade air purification devices and related components as well as concepts for future product development. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for share-based payments to employees and non-employees in accordance with the provisions of FASB ASC 718, Compensation — Stock Compensation (“ASC 718”). Under ASC 718, the Company measures the share-based compensation cost on the date of grant, based on the fair value of the award, and expense is recognized over the requisite service period. Compensation cost recognized during the three and nine months ended September 30, 2022 related to grants of restricted stock units. |
Accounts Receivable | Accounts Receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history and estimated value of collateral, if any. |
Inventories | Inventories The Company values inventories at the lower of cost or net realizable value using the first-in, first-out or weighted average cost September |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy that prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs observable or that can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At September 30, 2022 and December 31, 2021, the carrying amounts of the Company’s financial instruments, including cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximated their respective fair value due to the short-term nature of these instruments. |
Derivative Instruments | Derivative Instrument The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments Fair Value Measurements | |
Schedule of fair value of warrants estimated using Black-Scholes pricing model, assumptions | At September 30, 2022 Stock price $ 2.89 Expiration term (in years) 4.99 Volatility 125.0 % Risk-free rate 4.1 % Dividend yield 0.0 % |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventories | |
Schedule of Inventories | September 30, December 31, 2022 2021 Raw materials $ 641,499 $ 475,767 Finished goods 668,776 170,175 Total inventories $ 1,310,275 $ 645,942 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment | |
Schedule of Property and Equipment | Useful Life September 30, December 31, (Years) 2022 2021 Leasehold improvements Lesser of useful life or lease term $ 847,217 $ 847,217 Machinery and tooling 7 1,270,652 1,123,391 Furniture and equipment 3 - 10 241,835 232,466 2,359,704 2,203,074 Less: accumulated depreciation 194,945 79,646 $ 2,164,759 $ 2,123,428 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of Accrued Expenses and Other Current Liabilities | September 30, December 31, 2022 2021 Accrued wages and bonus $ 52,998 $ 408,418 Research and development 122,233 35,708 Accrued legal fees 1,505,253 29,512 Other accrued liabilities 154,573 110,247 Total accrued expenses and other current liabilities $ 1,835,057 $ 583,885 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Schedule of restricted share unit option activity | Number of RSUs Balance at December 31, 2021 626,268 Granted 733,180 Released - Cancelled - Balance at September 30, 2022 1,359,448 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loss Per Common Share | |
Schedule of Basic and Diluted Net Loss Per Share | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 6,649,493 $ (1,528,012) $ (1,100,748) $ (6,182,224) Weighted average common shares - basic 15,767,636 11,363,636 14,388,625 10,135,506 Weighted average common shares - diluted 15,767,353 11,363,636 14,388,625 10,135,506 Net income (loss) per share - basic $ 0.43 $ (0.13) $ (0.08) $ (0.61) Net income (loss) per share - diluted $ 0.42 $ (0.13) $ (0.08) $ (0.61) |
Schedule of anti-dilutive shares excluded from EPS | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Outstanding Warrants 1,500,000 — 1,500,000 — Restricted stock units, including market based RSUs 1,359,448 626,268 Total 1,500,000 — 2,859,448 626,268 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Description of Business | |||||
Net income (loss) | $ 6,649,493 | $ (1,528,012) | $ (1,100,748) | $ (6,182,224) | |
Accumulated deficit | $ (2,848,608) | (2,848,608) | $ (1,747,860) | ||
Net cash used in operating activities | (7,232,949) | $ (5,524,098) | |||
Revenues from contracts with customers | $ 752,548 |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) | Jul. 21, 2022 | Jun. 29, 2022 | Jun. 26, 2022 | Nov. 29, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds from private placement | $ 15,000,000 | |||
Initial public offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds from initial public offering | $ 25,140,000 | |||
Offering costs | 3,500,000 | |||
Net proceeds from initial public offering | $ 21,640,000 | |||
Number of common stock shares issued | 2,514,000 | |||
Private placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds from private placement | $ 13,578,551 | $ 15,000,000 | ||
Number of common stock shares issued | 1,500,000 | 1,500,000 | 1,500,000 | |
Number of warrants issued | 150,000 | 1,500,000 | 1,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||||
Nov. 23, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies | ||||||
Number of operating leases | 1 | 1 | ||||
Remaining lease term, warehouse facility | 10 years | 10 years | ||||
Operating leases, remaining payments due | $ 2,475,000 | $ 2,475,000 | ||||
Provision for income taxes | $ 0 | |||||
Product revenues | 58,385 | $ 261,299 | 136,037 | $ 261,299 | ||
Liability for uncertain tax positions | $ 0 | $ 0 | $ 0 |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 24, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Gain on FV change in warrant liability | $ 11,489,000 | $ 10,839,000 | |
Warrant liability | 3,156,000 | 3,156,000 | $ 13,995,000 |
Private placement offering costs | $ 1,421,449 | ||
Warrants | Selling, general and administrative expense. | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Offering costs | $ 1,326,212 | ||
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants, measurement input | 2.89 | 2.89 | |
Expiration term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants, measurement input | 4.99 | 4.99 | |
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants, measurement input | 125 | 125 | |
Risk-free Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants, measurement input | 4.1 | 4.1 | |
Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrants, measurement input | 0 | 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jun. 21, 2022 shares | Nov. 29, 2021 USD ($) $ / shares shares | Nov. 23, 2021 shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares |
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | |||
Preferred stock, shares authorized | 11,000,000 | 11,000,000 | |||
Initial public offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock shares issued | 2,514,000 | ||||
Offering price per share | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ | $ 25,140,000 | ||||
Underwriting fees | $ | 2,200,000 | ||||
Other underwriting fees payable | $ | 1,300,000 | ||||
Net proceeds from initial public offering | $ | $ 21,640,000 | ||||
Number of member units outstanding | 13,428,948 | ||||
Number of common shares issued in conversion | 11,363,636 | ||||
Member shares to common shares, conversion ratio | 0.8462 | ||||
Common stock, shares authorized | 110,000,000 | ||||
Preferred stock, shares authorized | 11,000,000 | ||||
Underwriters purchase option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock shares issued | 31,192 | ||||
Exercisable term | 5 years | ||||
Percentage of common shares exercisable | 5% | ||||
Common stock, shares exercisable | 125,700 | ||||
Exercise price | $ / shares | $ 12.50 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses and other current assets | $ 285,318 | $ 1,124,998 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventories | ||
Raw materials | $ 641,499 | $ 475,767 |
Finished goods | 668,776 | 170,175 |
Total inventories | $ 1,310,275 | $ 645,942 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property and Equipment, Net | |||||
Property and equipment, gross | $ 2,359,704 | $ 2,359,704 | $ 2,203,074 | ||
Less accumulated depreciation | 194,945 | 194,945 | 79,646 | ||
Property and equipment, net | 2,164,759 | 2,164,759 | 2,123,428 | ||
Depreciation | 43,252 | $ 35,842 | 115,299 | $ 43,818 | |
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 847,217 | $ 847,217 | $ 847,217 | ||
Machinery and tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 7 years | 7 years | |||
Property and Equipment, Net | |||||
Property and equipment, gross | 1,270,652 | $ 1,270,652 | $ 1,123,391 | ||
Furniture and equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | $ 241,835 | $ 241,835 | $ 232,466 | ||
Furniture and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 3 years | 3 years | |||
Furniture and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 10 years | 10 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued wages and bonus | $ 52,998 | $ 408,418 |
Research and development | 122,233 | 35,708 |
Accured offering costs and legal fees | 1,505,253 | 29,512 |
Other accrued liabilities | 154,573 | 110,247 |
Total accrued expenses and other current liabilities | $ 1,835,057 | $ 583,885 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | ||
Nov. 29, 2021 shares | Feb. 01, 2021 USD ($) ft² | Sep. 30, 2022 USD ($) shares | |
Lessee, Lease, Description [Line Items] | |||
Remaining lease term, warehouse facility | 10 years | ||
Operating leases, remaining payments due | $ 2,475,000 | ||
Restricted stock units granted to executives | shares | 733,180 | ||
Executives | |||
Lessee, Lease, Description [Line Items] | |||
Executive management severance period | 6 months | ||
Initial public offering | Executives | |||
Lessee, Lease, Description [Line Items] | |||
Restricted stock units granted to executives | shares | 443,269 | ||
Initial public offering | Independent contractors | |||
Lessee, Lease, Description [Line Items] | |||
Cash compensation, percentage | 50% | ||
Equity compensation, percentage | 50% | ||
Gardens Bio Science Partners, LLC | |||
Lessee, Lease, Description [Line Items] | |||
Area of premises leased | ft² | 20,000 | ||
Remaining lease term, warehouse facility | 10 years | ||
Annual base rent expense | $ 260,000 | ||
Percentage escalation, annual rent | 2.50% | ||
Operating leases, remaining payments due | $ 2,475,000 |
Commitments and Contingencies -
Commitments and Contingencies - Guaranteed Payment (Details) - Sales Agency Agreement - USD ($) | 3 Months Ended | |
Aug. 10, 2022 | Sep. 30, 2022 | |
Other Commitments [Line Items] | ||
Market development expenses | $ 165,000 | |
Minimum | ||
Other Commitments [Line Items] | ||
Monthly guaranteed payment | $ 502,500 | |
Sales agency agreement renewal period | 1 year | |
Maximum | ||
Other Commitments [Line Items] | ||
Monthly guaranteed payment | $ 667,500 | |
Sales agency agreement renewal period | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions | |||||
Product revenues | $ 58,385 | $ 261,299 | $ 136,037 | $ 261,299 | |
Related Parties | |||||
Related Party Transactions | |||||
Related party receivables | 0 | 0 | $ 63,290 | ||
Product revenues | $ 0 | $ 10,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | 9 Months Ended | ||||||||||
Jul. 21, 2022 shares | Jun. 29, 2022 USD ($) $ / shares shares | Jun. 26, 2022 USD ($) shares | Jun. 01, 2022 shares | Nov. 23, 2021 Vote shares | Apr. 01, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ | $ 793,793 | $ 0 | $ 2,173,171 | $ 924,438 | ||||||||
Total number of restricted stock units outstanding | 1,359,448 | 1,359,448 | 626,268 | |||||||||
Deferred stock-based compensation | $ | $ 5,401,374 | |||||||||||
Gross proceeds from private placement | $ | $ 15,000,000 | |||||||||||
Amount charged to expense | $ | $ 1,326,212 | |||||||||||
Resale of common stock held by selling stocksholder | 3,000,000 | |||||||||||
Long-term incentive plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares reserved for long-term incentive plan | 2,802,273 | |||||||||||
Number of units authorized to issue | 1,500,000 | 274,314 | ||||||||||
Number of shares increased | 277,552 | |||||||||||
Total number of restricted stock units outstanding | 1,359,448 | 1,359,448 | ||||||||||
Long-term incentive plan | Members of management | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units, granted (in shares) | 352,426 | |||||||||||
Long-term incentive plan | Members of the Board | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units, granted (in shares) | 343,754 | |||||||||||
Members' units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of units issued | 5,073,056 | |||||||||||
Gross proceeds from units issued | $ | $ 5,073,056 | |||||||||||
Private placement | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Gross proceeds from private placement | $ | $ 13,578,551 | $ 15,000,000 | ||||||||||
Number of common stock shares issued | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Number of warrants issued | 150,000 | 1,500,000 | 1,500,000 | |||||||||
Exercise price of warrants | $ / shares | $ 11 | |||||||||||
Issuance costs | $ | $ 1,421,449 | |||||||||||
Amount charged to expense | $ | 1,326,212 | |||||||||||
Amount charged to additional paid-in capital | $ | 95,237 | |||||||||||
Gross proceeds allocated to warrant liability | $ | 13,995,000 | |||||||||||
Gross proceeds allocated to common stock | $ | $ 1,005,000 | |||||||||||
Class A | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Member shares, number of votes per unit | Vote | 1 | |||||||||||
Board members | Long-term incentive plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of units issued | 134,229 | |||||||||||
Independent contractor | Long-term incentive plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of units issued | 140,085 | |||||||||||
Cash compensation, percentage | 50% | |||||||||||
Equity compensation, percentage | 50% |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Share Units (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Stockholders' Equity | |
RSU's, beginning balance | 626,268 |
RSU's granted | 733,180 |
RSU's, ending balance | 1,359,448 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss Per Common Share | ||||
Net income (loss) | $ 6,649,493 | $ (1,528,012) | $ (1,100,748) | $ (6,182,224) |
Basic weighted average common shares | 15,377,636 | 11,363,636 | 14,388,625 | 10,135,506 |
Diluted weighted average common shares | 15,767,353 | 11,363,636 | 14,388,625 | 10,135,506 |
Basic net loss per common share | $ 0.43 | $ (0.13) | $ (0.08) | $ (0.61) |
Diluted net loss per common share | $ 0.42 | $ (0.13) | $ (0.08) | $ (0.61) |
Loss Per Common Share - Anti-di
Loss Per Common Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||
Anti-dilutive shares | 1,500,000 | 2,859,448 | 626,268 |
Outstanding Warrants | |||
Class of Stock [Line Items] | |||
Anti-dilutive shares | 1,500,000 | 1,500,000 | |
Restricted Stock Units (RSUs) | |||
Class of Stock [Line Items] | |||
Anti-dilutive shares | 1,359,448 | 626,268 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes. | |||||
Income tax benefit | $ 206,849 | $ 0 | $ 426,681 | $ 0 | |
Federal Income Tax Rate | 21% | ||||
Provision for income taxes | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 03, 2022 | Oct. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsequent Events | ||||
AeroClean common stock, par value | $ 0.01 | $ 0.01 | ||
Subsequent event | ||||
Subsequent Events | ||||
Molekule common stock, par value | $ 0.0001 | |||
Nonassessable common shares issued to Molekule | 15,071,322 | |||
AeroClean common stock, par value | $ 0.01 | |||
Molekule effective ownership in AeroClean stock post-merger | 49.50% | |||
Nonassessable common shares issued to Molekule, value | $ 52,749,627 | |||
AeroClean common shares deemed issued and outstanding post-merger | 381,761 | |||
Total purchase consideration in Molekule merger agreement | $ 54,085,791 | |||
Share price, Molekule merger agreement | $ 3.50 | |||
Estimated transaction costs in Molekule merger agreement | $ 5,000,000 | |||
Cash consideration paid to acquire GSI Technology | $ 350,000 | |||
Common stock consideration to acquire GSI Technology. | 88,104 | |||
Shares issued to GSI Technology, value | $ 276,647 | |||
Transaction costs in acquisition of GSI Technology | $ 87,865 |