--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-003483" form_type: "8-K" ticker: null cik: "0001872356" company_name: "Molekule Group, Inc." filed_at: "2023-01-12T23:59:59+00:00" generated_at: "2026-06-20T16:11:47.599692+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # AeroClean completes all-stock merger with Molekule; combined company to trade as MKUL ## Summary - AeroClean stockholders own ~50.5%, Molekule stockholders ~49.5% of combined company; ticker changes to MKUL. - Pro forma combined revenue ~$48M in FY2022, ~$13M in Q4; installed base >350,000 units. - Assumes ~$34.4M of Molekule debt from SVB; co-borrower; must maintain $2M unrestricted cash. - Brad Feld appointed to board; Jonathan Harris becomes Chief Commercial Officer. - Recent product milestones: Pūrgo FDA clearance for SARS-CoV-2; new PECO-HEPA Tri-Power Filter. ## SEC filing metadata - accession: 0001104659-23-003483 - form_type: 8-K - cik: 0001872356 - company_name: Molekule Group, Inc. - filed_at: 2023-01-12T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 2.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/tm233138d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-003483 - JSON: https://secwatch.observer/filing/0001104659-23-003483.json - Plain text: https://secwatch.observer/filing/0001104659-23-003483.txt ## Key facts - Debt Financings Molekule Group, Inc. amended lease obligation with Trinity. - Instrument: lease obligation - Counterparty: Trinity - Event: amendment source text: On January 12, 2023, AeroClean executed a joinder to the master lease agreement with Trinity. evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Debt Financings Molekule Group, Inc. amended credit facility with Silicon Valley Bank. - Instrument: credit facility - Counterparty: Silicon Valley Bank - Event: amendment source text: On January 12, 2023, AeroClean executed a joinder agreement, became a co-borrower under each Loan Agreement and granted SVB a first priority lien on substantially all of AeroClean’s assets, other than certain customary excluded assets. evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Executive change Brad Feld was appointed as director at Molekule Group, Inc.. - Action: appointed - Role: director source text: the Company Board increased the size of the Company Board from seven members to eight members and filled the resulting vacancy on the Company Board by appointing Brad Feld (who was designated by Molekule) as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Executive change Ritankar Pal was appointed as Chief Operating Officer at Molekule Group, Inc.. - Action: appointed - Role: Chief Operating Officer source text: the Company Board appointed Jonathan Harris as Chief Marketing & Product Development Officer of the Company and Ritankar “Ronti” Pal as Chief Operating Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Executive change Jonathan Harris changed role as Chief Commercial Officer at Molekule Group, Inc.. - Role: Chief Commercial Officer source text: the Company amended Mr. Harris's employment agreement to change his title from Chief Marketing & Product Development Officer to Chief Commercial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Governance Changes Molekule Group, Inc.: Amended and restated Bylaws to change company name and add a six-month lockup provision for former Molekule stockholders (effective 2023-01-12). - Change: bylaw amendment - Effective: 2023-01-12 source text: On January 12, 2023, the Company Board amended and restated the Company’s Bylaws (the “ Second Amended and Restated Bylaws ”) to reflect the change of the Company’s name to “Molekule Group, Inc.” and include a six-month lockup provision that prohibits the former Molekule stockholders from transferring their Merger Consideration during the six-month period following the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Governance Changes Molekule Group, Inc.: Amended certificate of incorporation to change company name to 'Molekule Group, Inc.' and add officer exculpation provision (effective 2023-01-12). - Change: charter amendment - Effective: 2023-01-12 source text: On January 12, 2023, in connection with the consummation of the Merger, and subsequent thereto, AeroClean amended its certificate of incorporation to change the name of the Company to “Molekule Group, Inc.” and include a provision exculpating the officers of the Company from liability for breaches of fiduciary duty to the extent permitted by Delaware law (the “ Amended and Restated Certificate of Incorporation ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - M&A Transactions Molekule Group, Inc. completed an acquisition involving Molekule, Inc. for 14,907,210 shares of Company common stock, plus warrants and RSUs, resulting in Molekule stockholders holding 49.5% of outstanding shares (closed 2023-01-12). - Action: acquisition - Counterparty: Molekule, Inc. - Consideration: 14,907,210 shares of Company common stock, plus warrants and RSUs, resulting in Molekule stockholders holding 49.5% of outstanding shares - Closing: 2023-01-12 source text: of such shares of Molekule Common Stock were entitled to receive, by virtue of the Merger and upon the terms and subject to the conditions set forth in the Merger Agreement, 14,907,210 fully paid and nonassessable shares of Company common stock, par value $0.01 per share (the “ Company Common Stock ”), that resulted in the Molekule stockholders in the aggregate, evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Material Agreements Molekule Group, Inc. entered into Stockholders Agreement with certain stockholders of AeroClean and certain stockholders of Molekule (effective 2023-01-12). - Action: entry - Counterparty: certain stockholders of AeroClean and certain stockholders of Molekule - Effective: 2023-01-12 source text: On January 12, 2023, AeroClean entered into a stockholders agreement with certain stockholders of AeroClean and certain stockholders of Molekule (the “ Stockholders Agreement ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm - Material Agreements Molekule Group, Inc. entered into Amended and Restated Registration Rights Agreement with certain stockholders of AeroClean and Molekule (effective 2023-01-12). - Action: entry - Counterparty: certain stockholders of AeroClean and Molekule - Effective: 2023-01-12 source text: On January 12, 2023, AeroClean and certain stockholders of AeroClean and Molekule entered into an Amended and Restated Registration Rights Agreement (the “ Amended and Restated Registration Rights Agreement ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1872356/000110465923003483/0001104659-23-003483-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.