UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR ~~Section~~ 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1416, 2023 (August 1416, 2023)

Molekule Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41096		45-3213164
(State or other jurisdiction  of incorporation)		(Commission  File Number)		(IRS Employer Identification No.)

10455 Riverside Dr. Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 652-5326

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	MKUL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 12.02. ~~Termination~~Results of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

AsOn ~~previously disclosed~~August 16, ~~on February 26,~~ 2023, Molekule Group, Inc., ~~a Delaware corporation~~ (~~“Molekule”), entered into~~ the ~~Agreement and Plan of Merger, dated as of February 26, 2023 (the~~ “~~Merger Agreement~~Company”), byissued ~~and among Molekule, Aura Smart Air Ltd.,~~ a ~~company~~press ~~organized~~release ~~under the~~announcing ~~laws~~its offinancial ~~the~~results ~~State~~for ~~of Israel (“Aura”) and Avatar Merger Sub Ltd., a company organized under~~ the ~~laws~~second ofquarter ~~the~~ended ~~State of Israel~~June 30, ~~and a wholly owned subsidiary of Molekule~~2023.

OnThe ~~August~~press ~~14,~~release ~~2023,~~is ~~Molekule~~included ~~informed~~as ~~Aura~~Exhibit 99.1 ~~that~~hereto. itThe ~~was~~information ~~terminating~~furnished ~~the~~under ~~Merger~~this ~~Agreement~~Item 2.02, inincluding ~~accordance~~the ~~with~~exhibit ~~Section~~related ~~8.02~~thereto, ~~and~~shall ~~Section~~not ~~8.01(c)(i)~~be deemed of“filed” ~~the~~for ~~Merger~~purposes ~~Agreement. The~~of ~~Company~~Section 18 ~~believes~~of ~~that~~the ~~Aura~~Securities ~~has~~Exchange ~~committed~~Act aof ~~material~~1934, ~~and~~as ~~incurable~~amended, ~~breach~~nor ofshall ~~Section~~it ~~6.02~~be ofdeemed incorporated ~~the~~by ~~Merger~~reference ~~Agreement~~in ~~such~~any ~~that~~disclosure ~~Molekule is~~document ~~entitled~~of tothe ~~terminate~~Company, ~~the~~except ~~Merger~~as ~~Agreement~~shall ~~pursuant~~be toexpressly ~~Section~~set ~~8.01(c)(i)(B)~~forth ofby ~~the~~specific ~~Merger~~reference ~~Agreement~~in such document.

Notwithstanding the termination of the Merger Agreement, Molekule intends to continue discussions with Aura regarding mutually beneficial future sales, marketing and technology collaboration and intends to continue discussions regarding the parties’ current arrangements in connection with, and certain disagreements under, the Technology Collaboration Agreement and Co-Distribution Agreement entered into contemporaneously with the Merger Agreement.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

See the Exhibit Index below, which is incorporated by reference herein.

~~Forward-Looking Statements~~EXHIBIT INDEX

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current beliefs and expectations of our management and are subject to known and unknown risks and uncertainties. Words or expressions such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast” or other similar expressions help identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Although Molekule believes that the expectations reflected in the forward-looking statements are reasonable based on information currently available, Molekule cannot assure you that the expectations will prove to have been correct. Accordingly, you should not place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date of this Current Report on Form 8-K. The parties undertake no obligation to revise or update any of the forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events.

Exhibit No.		Description

99.1		Press release, dated August 16, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOLEKULE GROUP, INC.
Dated: August 14, 2023	By:	/s/ Jason DiBona
Dated: August 16, 2023	By:	/s/ Ryan Tyler
		Name:	~~Jason~~Ryan ~~DiBona~~Tyler
		Title:	Chief ~~Executive~~Financial Officer

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