As filed with the Securities and Exchange Commission on January 12,
2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOLEKULE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
45-3213164 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
|
10455 Riverside Drive |
|
Palm Beach Gardens,
Florida |
33410 |
(Address of Principal Executive
Offices) |
(Zip Code) |
MOLEKULE GROUP, INC. 2021 INCENTIVE AWARD PLAN
(Full title of the plan)
Jason DiBona
c/o Molekule Group, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
(833) 652-5326
(Name, address and telephone number, including area code, of agent
for service)
Copies to:
Valerie Ford Jacob, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, New York 10022
(212) 277-4000
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.
Large accelerated filer |
¨ |
Accelerated
filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting
company |
x |
|
|
Emerging growth
company |
x |
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 pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
EXPLANATORY NOTE
On January 12, 2023, Molekule Group, Inc. (f/k/a AeroClean
Technologies, Inc.) (the “Registrant”) completed an acquisition of
Molekule, Inc., a Delaware corporation (“Molekule”), pursuant to an
Agreement and Plan of Merger dated as of October 3, 2022 (the
“Merger Agreement”) by and among the Registrant, Air King Merger
Sub Inc., a Delaware corporation and direct wholly owned subsidiary
of the Registrant (“Merger Sub”), and Molekule. Pursuant to the
Merger Agreement, Merger Sub merged with and into Molekule, with
Molekule continuing as the surviving entity and a wholly owned
subsidiary of the Registrant (the “Merger”). In connection with the
closing of the Merger, the Registrant changed its name from
AeroClean Technologies, Inc. to Molekule Group, Inc.
The purpose of this Registration Statement on Form S-8 is to
register 5,408,083 additional shares of common stock, par value
$0.01 per share (the “Shares”), of the Registrant, to be reserved
for issuance under the Molekule Group, Inc. 2021 Incentive Award
Plan (f/k/a, the AeroClean Technologies, Inc. 2021 Incentive Award
Plan, the “Incentive Award Plan”), which are in addition to the
1,386,364 Shares under the Incentive Award Plan registered on the
Registration Statement on Form S-8 filed by the Registrant with the
Securities and Exchange Commission (the “Commission”) on November
29, 2021 (File No. 333-261396) and the 277,552 Shares under the
Incentive Award Plan registered on the Registration Statement on
Form S-8 filed by the Registrant with the Commission on May 12,
2022 (File No. 333-264889) (together, the “Prior Registration
Statements”). The 5,408,083 additional Shares represent: (i)
1,500,000 Shares approved by the Registrant’s stockholders to be
reserved for issuance under the Incentive Award Plan, effective May
11, 2022, (ii) 800,000 Shares approved by the Registrant’s
stockholders to be reserved for issuance under the Incentive Award
Plan, effective October 3, 2022, (iii) 309,939 Shares reserved for
issuance under the Incentive Award Plan effective January 1, 2023
by operation of the “evergreen” provision contained in the
Incentive Award Plan and (iv) 2,798,144 Shares that represent
shares of Molekule common stock that were reserved for issuance
pursuant to Molekule’s 2015 Stock Plan (the “2015 Plan”) as
adjusted into Shares by the exchange ratio in the Merger; such
reserve was assumed by the Registrant and may be used to make
grants to certain employees and service providers of the Registrant
following the Merger without the requirement for stockholder
approval in accordance with Nasdaq Rule 5635(c).
This Registration Statement relates to securities of the same class
as those to which the Prior Registration Statements relate and is
submitted in accordance with General Instruction E to Form S-8
regarding Registration of Additional Securities. Pursuant to
Instruction E of Form S-8, the contents of the Prior Registration
Statements are incorporated herein by reference and made part of
this Registration Statement, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the “Securities Act”), and the “Note” to Part I of Form
S-8. The documents containing the information specified in this
Part I of Form S-8 will be sent or given to the participants in the
Incentive Award Plan covered by this Registration Statement, as
specified by the Commission, pursuant to Rule 428(b)(1) under the
Securities Act. Such documents are not required to be and are not
filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission
are incorporated as of their respective dates in this Registration
Statement by reference:
|
(b) |
All other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), since the end of the fiscal year
covered by the Registrant document referred to in (a) above;
and |
All other documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except
for any portions of the Registrant’s Current Reports on Form 8-K
furnished pursuant to Item 2.02 or Item 7.01 thereof and any
corresponding exhibits thereto not filed with the Commission, and
other documents or information deemed furnished but not filed under
the rules of the Commission), prior to the filing of a
post-effective amendment to this Registration Statement that
indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits
The exhibits listed on the exhibit index at the end of this
Registration Statement are included in this Registration
Statement.
EXHIBITS
Exhibit
No. |
|
Description |
4.1 |
|
Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Form 8-K (File No. 001-41096) filed
with the Commission by the Registrant on January 12, 2023) |
|
|
|
4.2 |
|
Certificate of Amendment of Amended
and Restated Certificate of Incorporation, dated January 12, 2023
(incorporated by reference to Exhibit 3.2 to the Registrant's Form
8-K (File No. 001-41096) filed with the Commission by the
Registrant on January 12, 2023) |
|
|
|
4.3 |
|
Second Amended and Restated Bylaws of
the Registrant (incorporated by reference to Exhibit 3.3 to the
Registrant's Form 8-K (File No. 001-41096) filed with the
Commission by the Registrant on January 12, 2023) |
|
|
|
4.4* |
|
Form of Common Stock Certificate of
the Registrant |
|
|
|
5.1* |
|
Opinion of Freshfields Bruckhaus
Deringer US LLP, counsel to the Registrant, regarding the legality
of the securities being offered hereby (including consent) |
|
|
|
23.1* |
|
Consent of Citrin Cooperman &
Company, LLP, Independent Registered Public Accounting Firm for the
Registrant |
|
|
|
23.2* |
|
Consent of PricewaterhouseCoopers
LLP, Independent Accountants for Molekule, Inc. |
|
|
|
23.3* |
|
Consent of Freshfields Bruckhaus
Deringer US LLP (included in Exhibit 5.1) |
|
|
|
24.1* |
|
Power of Attorney (included as part of
the signature pages to this Registration Statement) |
|
|
|
99.1 |
|
Molekule Group, Inc. 2021 Incentive
Award Plan (incorporated by reference to Exhibit 99.1 to the
Registrant’s Registration Statement on Form S-8 (File No.
333-261396) filed with the Commission by the Registrant on November
29, 2021) |
|
|
|
99.2 |
|
Amendment to Molekule Group, Inc.
2021 Incentive Award Plan (incorporated by reference to Annex F of
the Registrant’s Registration Statement on Form S-4 (File No.
333-268872) filed with the Commission by the Registrant on December
19, 2022. |
|
|
|
107* |
|
Filing Fee Table |
* Filed herewith
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Palm Beach Gardens, State of Florida on the 12th day
of January, 2023.
|
By: |
/s/ Jason
DiBona |
|
|
Name: Jason DiBona |
|
|
Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints each of
Jason DiBona and Ryan Tyler as such person’s true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person’s name, place
and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective
amendments, and registration statements filed pursuant to Rule 462
under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and does
hereby grant unto each said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any substitute therefor, 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 indicated on the 12th day of
January, 2023:
Name
|
Title
|
/s/
Jason DiBona |
Chief
Executive Officer (Principal Executive Officer) |
Jason
DiBona |
|
|
/s/
Ryan Tyler |
Chief
Financial Officer (Principal Financial Officer and Principal
Accounting Officer) |
Ryan
Tyler |
|
|
/s/
Amin J. Khoury, Ph.D. (Hon) |
Chairman
of the Board |
Amin
J. Khoury, Ph.D. (Hon) |
|
|
/s/
David Helfet, M.D. |
Director |
David
Helfet, M.D. |
|
|
/s/
Michael Senft |
Director |
Michael
Senft |
|
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/s/
Thomas P. McCaffrey |
Director |
Thomas
P. McCaffrey |
|
|
/s/
Heather Floyd |
Director |
Heather
Floyd |
|
|
/s/
Timothy J. Scannell |
Director |
Timothy
J. Scannell |
|
|
/s/
Stephen M. Ward, Jr. |
Director |
Stephen
M. Ward, Jr. |
|
/s/ Brad Feld
|
Director
|
Brad Feld
|
|
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