AERC AeroClean Technologies Inc

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.