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As filed with the Securities and Exchange Commission on ~~July~~September 111, ~~2022~~2023.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~AEROCLEAN~~Molekule ~~TECHNOLOGIES~~Group, ~~INC~~Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 3841 (Primary Standard Industrial Classification Code Number) 45-3213164 (I.R.S. Employer Identification Number)

	Delaware			3841			45-3213164
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone: (833) 652-5326 ~~(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)~~

~~Jason DiBona c/o AeroClean Technologies, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone:~~ (~~833) 652-5326 (Name~~Address, ~~address,~~ including zip code, and telephone number, including area code, of ~~agent~~registrant’s ~~for~~principal ~~service~~executive offices)

Jason DiBona
c/o Molekule Group, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Telephone: (833) 652-5326

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Valerie Ford Jacob, Esq. Michael A. Levitt, Esq. Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, New York 10022 (212) 277-4000 Jason DiBona Ryan Patch c/o ~~AeroClean~~Molekule ~~Technologies~~Group, Inc. 10455 Riverside Drive Palm Beach Gardens, FL 33410 Telephone: (833) 652-5326

Approximate date of commencement of proposed sale to the public: ~~From~~As ~~time~~soon toas ~~time~~practicable after this registration statement isbecomes ~~declared~~ effective.

If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 ☒ ☒ Smaller reporting company ☒ Emerging growth company ☒ ☒

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The ~~Registrant~~registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this ~~preliminary~~ prospectus is not complete and may be changed. ~~The~~We ~~securities~~ may not besell ~~sold~~these securities until the registration statement filed with the Securities and Exchange Commission is effective. This ~~preliminary~~ prospectus is not an offer to sell ~~nor~~these ~~does~~securities itand ~~seek~~is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Subject~~PRELIMINARY ~~to Completion~~PROSPECTUS, ~~Preliminary~~SUBJECT ~~Prospectus~~TO ~~Dated~~COMPLETION, ~~July 11~~DATED SEPTEMBER 1, ~~2022~~2023

3Subscription Rights to Purchase up to 10,000 Units Consisting of up to 10,000 Shares of Convertible Preferred Stock and Warrants to Purchase up to Shares of Common Stock ~~offered~~ at bya ~~the~~Subscription ~~Selling~~Price ~~Stockholder~~of $1,000 per Unit

~~This prospectus relates to the offering and resale, from time to time, by the selling stockholder identified in the “Selling Stockholder” section herein~~ (~~the “Selling Stockholder”) of up to an aggregate of (i) 1,500,000 shares of our common stock, par value $0.01 per share,~~ and ~~(ii) 1,500,000 shares of common stock, par value $0.01 per share, issuable upon the exercise of outstanding warrants. 1,500,000 shares of our common stock, and the warrant to purchase~~ up to ~~1,500,000~~ shares of ~~our~~Common ~~common~~Stock ~~stock,~~underlying ~~were~~such ~~issued~~Convertible byPreferred ~~us pursuant to a Securities Purchase Agreement, dated as of June 26, 2022, with a single institutional investor (the “Private Placement”). Please see “Private Placement of Shares of Common~~ Stock and Warrants”) ~~beginning on page 65 of this prospectus.~~

WeMolekule ~~will~~Group, ~~not~~Inc. ~~receive~~(the ~~any~~“Company,” ~~proceeds~~“we,” ~~from~~“us” ~~the~~and ~~sale~~“our”) ofis ~~shares~~distributing to holders of the Company’s common stock, by$0.01 ~~the~~par ~~Selling~~value ~~Stockholder.~~(“common ~~However~~stock”), ~~upon~~as well as the ~~cash~~holder ~~exercise~~of our outstanding pre-funded warrant issued in May 2023 that is entitled to participate in this offering pursuant to the terms thereof (the “Participating Warrant”), at no charge, non-transferable subscription rights to purchase up to 10,000 units (“Units”). Each Unit consists of one (1) share of our convertible preferred stock (the ~~warrant~~“preferred stock”) with a stated value of $1,000 weper ~~will~~share ~~receive~~of preferred stock (the “stated value”) and a warrant to purchase shares of our common stock at an exercise price of ~~such~~$ per ~~warrant,~~share ~~for~~from anthe ~~aggregate~~date ~~amount~~of issuance through its expiration five years from the date of issuance (the “warrants”). Each share of preferred stock is convertible at the option of the holder at any time into a number of shares of our common stock determined by dividing (i) the stated value of the preferred stock plus any accrued and accumulated dividends by (ii) the conversion price ($16 per share, subject to adjustment).5 We may redeem the preferred stock, in whole or in part on a pro ~~million~~rata ifbasis, at any time in our sole discretion by paying to the ~~warrant~~holders isthereof ~~exercised~~in cash an amount equal to the liquidation preference (including any accrued and accumulated dividends) in ~~full~~effect at the time of redemption.

~~The~~We ~~Selling~~refer ~~Stockholder~~to ~~may~~the ~~sell~~offering ~~all~~that oris athe ~~portion~~subject of this prospectus as the ~~shares~~“rights ofoffering.” ~~common~~In ~~stock~~the ~~beneficially~~rights ~~owned~~offering, byyou itwill ~~and~~receive ~~offered~~one ~~hereby~~(1) subscription ~~from~~right ~~time~~for toevery ~~time~~share ~~directly~~of orcommon ~~through~~stock ~~one~~owned or ~~more~~deemed ~~underwriters,~~to ~~broker-dealers~~be orowned ~~agents.~~(in ~~Please~~the ~~see~~case of the ~~section~~Participating ~~entitled~~Warrant) ~~“Plan~~as of ~~Distribution”~~4:00 p.m., Eastern Time, on , ~~page~~2023, 67the record date of ~~this~~the ~~prospectus~~rights ~~for~~offering ~~more~~(the ~~information~~“Record Date”). ~~For~~The ~~information~~preferred onstock and warrants comprising the ~~Selling~~Units ~~Stockholder~~will separate upon the closing of this rights offering and will be issued separately; however, ~~see~~they may only be purchased as a Unit and the ~~section~~Unit ~~entitled~~will ~~“Selling~~not ~~Stockholder”~~trade onas ~~page~~a 66separate ofsecurity. ~~this~~The ~~prospectus~~subscription rights will not be tradeable. We ~~will~~must ~~bear~~sell ~~all~~a ~~fees~~sufficient ~~and~~number ~~expenses~~of ~~incident~~Units to ~~our~~generate ~~obligation~~gross proceeds of at least $10 million in order to ~~register~~complete the ~~shares~~rights offering (which condition may be waived by our board of ~~common~~directors ~~stock~~in its sole discretion).

~~Our~~Each ~~common~~subscription ~~stock~~right isconsists ~~listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AERC”. On July 8, 2022, the last reported sale price~~ of ~~our~~a ~~common~~basic ~~stock~~subscription onright ~~Nasdaq~~and ~~was~~an ~~$15.85~~over-subscription ~~per share~~privilege.

~~The~~Each ~~Selling~~subscription ~~Stockholder~~right will ~~offer~~entitle ~~its~~you ~~shares~~to purchase one Unit, which we refer to as the “basic subscription right,” at ~~prevailing~~a ~~market~~subscription ~~prices~~price orequal ~~privately~~to ~~negotiated~~$1,000 ~~prices~~per Unit (the “subscription price”), subject to proration among participants exercising their basic subscription right. If you exercise your basic subscription right in full, and any portion of the Units remain available under the rights offering which are unsubscribed, you will be entitled to an over-subscription privilege to purchase unsubscribed Units at the subscription price, subject to proration among participants exercising their over-subscription privilege to the extent there is an insufficient number of unsubscribed Units to accommodate all over-subscription privileges so exercised, which we refer to as the “over-subscription privilege.”

WeThe subscription rights will expire if they are annot ~~“emerging~~exercised ~~growth~~by ~~company”~~5:00 p.m., asEastern ~~defined~~Time, inon , 2023, unless the ~~Jumpstart~~rights ~~Our~~offering ~~Business~~is ~~Startups~~extended ~~Act~~or ofearlier ~~2012~~terminated ~~and~~by ~~have~~us. ~~elected~~If we elect to ~~comply~~extend ~~with~~the ~~certain~~rights ~~reduced~~offering, ~~public~~we ~~company~~will ~~reporting~~issue ~~requirements~~a press release announcing the extension no later than 9:00 a.m., InEastern ~~addition~~time, ason athe ~~“smaller~~next ~~reporting~~business ~~company”~~day ~~within~~after the ~~meaning~~most recently announced expiration date of ~~Rule~~the rights offering. We may extend the rights offering for additional periods, not to exceed 45 ~~405~~days, wein our sole discretion. Once made, all exercises of subscription rights are ~~following~~irrevocable. All subscription payments will be deposited into an escrow account maintained by the ~~Form~~subscription ~~S-1~~agent ~~disclosure~~(as ~~requirements~~defined below) for ~~smaller~~the ~~reporting~~benefit ~~companies~~of the holders exercising their subscriptions under the rights offering, and if the rights offering is not completed for any reason all funds will be promptly returned, without interest, to such subscribers in the amounts advanced in connection with their respective exercises.

~~Investing~~Amin inJ. Khoury, the Chairman of our ~~securities~~board ~~involves~~of adirectors ~~high~~and ~~degree~~one of ~~risk~~our co-founders, and Foundry Group Next, L.P., ~~See~~which ~~“Risk~~is ~~Factors”~~affiliated ~~beginning~~with onour ~~page~~director 16Brad toFeld, ~~read~~have ~~about~~informed ~~factors~~us ~~you~~of ~~should~~their ~~consider~~interest ~~before~~in ~~buying~~participating ~~our~~in ~~securities~~the rights offering; however, there can be no assurance as to what extent they will participate, if at all.

We ~~may~~have ~~amend~~not orentered ~~supplement~~into ~~this~~any ~~prospectus~~standby ~~from~~purchase ~~time~~agreement toor ~~time~~other bysimilar ~~filing~~arrangement ~~amendments~~in orconnection ~~supplements~~with tothis ~~the~~rights ~~extent required~~offering. ~~You~~The ~~should~~rights ~~read~~offering ~~the~~is ~~entire~~being ~~prospectus~~conducted ~~and~~on ~~any~~a ~~amendments~~best-efforts orbasis. ~~supplements~~We ~~carefully~~have ~~before~~also ~~you~~engaged ~~make~~Computershare ~~your investment decision.~~

~~Neither~~ TABLE ~~the~~OF Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. CONTENTS

Trust Company, N.A. (“Computershare”) to serve as our subscription agent for the rights offering (the “subscription agent”) and Georgeson LLC (“Georgeson”) to serve as our information agent for the rights offering (the “information agent”). The ~~date~~subscription agent will hold the funds we receive from subscribers until we complete or cancel this rights offering. If you want to participate in this rights offering and you are a record holder of our common stock, we recommend that you submit your subscription documents to the subscription agent well before the deadline. If you want to participate in this ~~prospectus~~rights is offering and you hold our common stock through your broker, ~~2022~~dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see “Rights Offering — The Subscription Rights.”

We are conducting the rights offering to raise capital that we intend to use for working capital and for general corporate purposes. Our obligation to close the rights offering and to distribute the subscription rights is conditioned upon the satisfaction, or waiver by our board of directors, of certain conditions, including the restructuring of our outstanding indebtedness. See “Summary of the Rights Offering — Extension, Amendment, Termination and Conditions.”

If we fail to consummate this rights offering or obtain funds from other sources in the third quarter of 2023, we will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives. See “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements” and “Risk Factors — Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock — Even if the rights offering is completed, we will require additional capital to fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”

You should carefully consider whether to exercise your subscription rights prior to the expiration of the rights offering. All exercises of subscription rights are irrevocable, even if the rights offering is extended by our board of directors for additional periods (not to exceed 45 days).

All subscription payments will be deposited into an account maintained by the subscription agent for the benefit of the holders exercising their subscriptions under this rights offering, and if this rights offering is not completed for any reason all funds will be promptly returned to such subscribers in the amounts advanced in connection with their respective exercises.

If we amend the rights offering to allow for an extension of the rights offering for additional periods aggregating to more than 45 days, or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and receive a prompt refund of any money you have advanced. We may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In the event the rights offering is canceled, all subscription payments received by the subscription agent will be promptly returned, without interest.

Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned and will not be listed for trading on any stock exchange or market. Our common stock is listed on the Nasdaq Capital Market under the symbol “MKUL.” On August 31, 2023, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.93 per share. You are urged to obtain current market quotations for our common stock. We do not intend to apply for listing of the preferred stock or the warrants on any securities exchange or recognized trading system.

You should read this prospectus and any prospectus supplement, together with additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” on page 21 of this prospectus and similarly titled sections of the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2023

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	ABOUT THIS PROSPECTUS	~~Page~~		1
About This Prospectus			ii
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
Summary			1
	SUMMARY OF THE RIGHTS OFFERING			4
Risk Factors			16
	QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING			9
Cautionary Statement Regarding Forward-Looking Statements			32
	RECENT DEVELOPMENTS			19
Use of Proceeds			33
	RISK FACTORS			21
Dividend Policy			34
	USE OF PROCEEDS			31
Business			35
	DILUTION			32
Regulation			50
	RIGHTS OFFERING			33
Management			52
	U.S. FEDERAL INCOME TAX CONSIDERATIONS			42
Certain Relationships and Related Party Transactions			58
	DESCRIPTION OF CAPITAL STOCK			51
Principal Stockholders			60
	PLAN OF DISTRIBUTION			58
Description of Capital Stock			62
	LEGAL MATTERS			59
Private Placement of Shares of Common Stock and Warrants			65
	EXPERTS			59
Selling Stockholder			66
	WHERE YOU CAN FIND MORE INFORMATION			59
Plan of Distribution			67
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			59
Legal Matters			69
Experts			69
Where You Can Find Additional Information			69
Incorporation By Reference			69

You should read this prospectus, including all documents incorporated herein by reference, together with the additional information described under “Where You Can Find More Information.”

You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.”

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ABOUT THIS PROSPECTUS

~~Neither~~You weshould ~~nor~~rely only on the ~~Selling~~information ~~Stockholder~~we have ~~authorized~~provided ~~anyone to provide any information~~ or toincorporated ~~make~~by ~~any~~reference ~~representation~~into ~~other~~this ~~than~~prospectus. ~~those~~We ~~contained~~have innot ~~this~~authorized ~~prospectus~~anyone orto inprovide ~~any~~you ~~free~~with ~~writing~~information ~~prospectuses~~different wefrom ~~have~~that ~~prepared.~~contained Weor ~~and~~incorporated ~~the~~by ~~Selling~~reference ~~Stockholder~~in ~~take~~this noprospectus ~~responsibility~~in ~~for,~~connection ~~and~~with ~~can~~the ~~provide~~rights nooffering ~~assurance~~described asherein. toYou ~~the~~must ~~reliability~~not ~~of,~~rely on any ~~other~~unauthorized information ~~that~~or ~~others may give you~~representation. This prospectus is an offer to sell only the ~~shares~~securities offered ~~by this prospectus~~hereby, but only under circumstances and in jurisdictions where it is lawful to do so. ~~The~~You ~~information~~should ~~contained~~assume that the information in this prospectus, or any document incorporated by reference, is ~~current~~accurate only as of ~~its~~the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and ~~prospectus~~prospects may have changed since that date.

~~For~~The ~~investors~~distribution ~~outside~~ of ~~the~~this ~~United~~prospectus ~~States:~~and ~~Neither~~the weissuance ~~nor~~of the ~~Selling~~securities ~~Stockholder~~in ~~have~~certain ~~taken~~jurisdictions ~~any~~may ~~action~~be ~~that~~restricted ~~would~~by ~~permit~~law. Persons outside the ~~offering~~United orStates ~~possession~~who orcome ~~distribution~~into possession of this prospectus inmust inform themselves about, and observe any ~~jurisdiction~~restrictions ~~where~~relating ~~action~~to, ~~for~~the ~~that~~sale ~~purpose~~of ~~may~~the besecurities ~~required,~~and ~~other~~the ~~than~~distribution inof this prospectus outside the United States. ~~Investors~~This ~~must~~prospectus ~~inform~~does ~~themselves~~not ~~about~~constitute, and ~~observe~~may ~~any~~not ~~restrictions~~be ~~relating~~used in connection with, an offer to ~~this~~sell, ~~offering~~or ~~and~~a solicitation of an offer to buy, the ~~distribution~~securities ofoffered by this prospectus ~~outside~~by ~~the~~any ~~United~~person ~~States~~in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

~~Neither~~This ~~the~~prospectus ~~delivery~~contains summaries of ~~this~~certain ~~prospectus~~provisions ~~nor~~contained ~~any~~in ~~sale~~some ~~made~~of ~~hereunder~~the ~~shall~~documents described herein, ~~under~~but ~~any~~reference ~~circumstances,~~is ~~create~~made anto ~~implication~~the ~~that~~actual ~~there~~documents ~~has~~for ~~been~~complete noinformation. ~~change~~All of the summaries are qualified in their entirety by the ~~affairs~~actual documents. Copies of some of the ~~Company~~documents ~~since~~referred ~~the~~to ~~date~~herein ~~hereof.~~have ~~Information~~been ~~contained~~filed, inwill be filed or will be incorporated by reference as exhibits to the ~~preliminary~~registration statement of which this prospectus is ~~subject~~a topart, ~~completion~~and oryou ~~amendment~~may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

~~MARKET~~Unless ~~AND~~the ~~INDUSTRY~~context ~~DATA~~otherwise requires, references in this prospectus to “Molekule,” “the Company,” “we,” “us” and “our” refer to Molekule Group, Inc. and our subsidiaries.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. While we have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this prospectus, we believe such sources to be reliable and are not aware of any misstatements in such information.

In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

TRADEMARKS

“Pūrgo™”, “PūrgoLift™”, “SteriDuct™” and related names are trademarks that are owned by AeroClean Technologies, Inc. Solely for our convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

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SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. For a more complete understanding of this offering, you should read the entire prospectus carefully, together with the documents incorporated herein by reference, including our financial statements and the notes thereto and the information set forth under “Risk Factors.” Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “AeroClean,” “AeroClean Technologies” and similar terms refer to AeroClean Technologies, LLC or to AeroClean Technologies, Inc. (depending on whether the statement relates to the period before or after our reorganization as a corporation in connection with our initial public offering (“IPO”)).

Overview

AeroClean Technologies is an interior space air purification technology company. Our immediate objective is to initiate full-scale commercialization of our high-performance interior air sterilization and disinfection products for the eradication of harmful airborne pathogens, including coronavirus (“COVID-19”).

We were established to develop unmatched, technology-driven medical-grade air purification solutions for hospitals and other healthcare settings. The onset of the COVID-19 global pandemic underscores the urgency of bringing to market air purification solutions to help protect front-line healthcare workers, patients and the general population.

Interior air sterilization and disinfection solutions are critical for enabling and furthering societal transition to a safe, post-COVID-19 environment and for protecting patients, particularly immunocompromised patients, and staff in medical and healthcare facilities.

We incorporate our proprietary, patented UV-C LED technology in equipment and devices to reduce the exposure of occupants of interior spaces to airborne particles and pathogens. These spaces include hospital and non-hospital healthcare facilities (such as outpatient chemotherapy and other infusion facilities and senior living centers and nursing homes), schools and universities, commercial properties and other indoor spaces.

In July 2021, we completed the development stage of our first device, the Pūrgo room air purification unit, including design and independent testing and certification, as well as the scale-up of manufacturing, and began commercial production and sales. Pūrgo’s launch also marks the debut of our go-to-market strategy for SteriDuct, our patented air purification technology. We intend to incorporate SteriDuct into a broad line of autonomous air treatment devices. In February 2022, we debuted a prototype of Pūrgo Lift, our air purification solution for elevators and other wall-mount applications, and since then, certain of our customers have been testing and evaluating Pūrgo Lift for future deployment in their facilities.

To support the transition to commercial operations, in July 2021, we also completed the build out of our corporate headquarters in Palm Beach Gardens, Florida, which includes our warehouse and distribution facility, as well as the site for our future service operations.

Our products are being designed and engineered to exceed the rigorous standards set by the U.S. Food and Drug Administration (the “FDA”) for Class II medical devices used for interior air sterilization and disinfection products. In June 2022, the FDA granted our Pūrgo technology 510(k) clearance for use in healthcare and other markets for which product performance to reduce the amount of certain airborne particles and infectious microbes in an indoor environment must be validated to specific standards. Our Pūrgo technology was tested and certified to meet such standards by independent laboratories. Regulatory clearances and independent certifications serve as important indications of product quality and performance that also influence decision-making by non-healthcare market equipment purchasers.

Pūrgo has been well-received by our customers. Our success depends to a large extent on our ability to increase sales of our Pūrgo device during 2022 and beyond.

We have incurred operating losses each year since our inception and have only begun to recognize revenue starting in July 2021. We incurred losses of $2.6 million, $7.9 million and $3.3 million during the

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~~three months~~ SPECIAL ~~ended~~NOTE ~~March 31,~~REGARDING ~~2022~~FORWARD-LOOKING ~~and~~STATEMENTS ~~the years ended December 31, 2021 and 2020, respectively, and had an accumulated deficit of $4.3 million as of March 31, 2022. As of March 31, 2022, the Company had aggregate cash of $17,774,097.~~

~~Background~~ The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information to investors. This prospectus and ~~Purpose~~the documents incorporated by reference herein include forward-looking statements that reflect our current expectations and projections about our future results, performance and prospects. Forward-looking statements include all statements that are not historical in nature or are not current facts. When used in this prospectus, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We These ~~were~~forward-looking ~~established~~statements byare ~~our~~subject ~~co-founders,~~to ~~Amin~~a J.number ~~Khoury~~of risks, ~~PhD (Hon)~~uncertainties, ~~our~~assumptions ~~Chairman;~~and ~~David~~other ~~Helfet,~~factors ~~M.D.,~~that could cause our ~~Chief~~actual ~~Medical~~results, ~~Officer;~~performance and ~~Mark~~prospects ~~Krosney~~to differ materially from those expressed in, ~~our~~or ~~Chief~~implied ~~Scientific~~by, ~~Officer~~these forward-looking statements. Factors that might cause such a difference include, tobut ~~fulfill~~are ~~their~~not ~~determination~~limited to, ~~provide~~those ~~solutions~~discussed ~~for~~under the ~~critical~~heading ~~challenges~~“Risk ~~posed~~Factors” byin ~~harmful~~this ~~airborne~~prospectus ~~pathogens~~ and ~~resultant~~under ~~hospital~~similar ~~acquired~~headings ~~infections~~in ~~(“HAIs”).~~the documents incorporated by reference herein, including the following factors:

HAIs and other infections acquired in outpatient treatment facilities present an extreme risk to the immunocompromised patient population. In the U.S. alone, it is estimated that 10 million people are immunocompromised. Whether in hospitals or infusion treatment locations, patients with cancer, and a multitude of other disease and disease related treatments, are at an elevated risk of infection. Constant air purification is of extreme benefit in these settings in order to minimize the presence of dangerous airborne pathogens due to the often catastrophic risk that infection poses to the immunocompromised patient population. It is estimated that there are approximately 2 million HAIs annually in the United States, causing approximately 100,000 deaths and costing over $30 billion. These numbers are in-hospital only and do not include the likely much larger number of patients infected in outpatient infusion and treatment centers. For one example, there are more than 650,000 cancer patients that receive outpatient chemotherapy, and they are at risk for acquiring infections in these treatment facilities, despite advanced filtration and ventilation systems. In general, 60,000 cancer patients are hospitalized annually for chemotherapy-induced neutropenia and infections — one patient dies every two hours from this complication.

The onset of COVID-19 has increased our urgency to create innovative and more effective air purification solutions for the risks posed by harmful airborne pathogens, including coronavirus and other viruses, bacteria, molds, particles, fungi and allergens. Studies have shown 85% of COVID-19 transmission to be airborne person-to-person in the form of aerosolized droplets and in enclosed spaces. The Journal of Science estimates the annual U.S. cost of flu and respiratory infections at $50 billion, and the World Health Organization estimates that 4 million premature deaths annually are caused by air pollution.

The genesis of our proprietary air purification technology traces back to efforts to address commercial aircraft cabin air quality. Mr. Krosney is a highly-accomplished scientist who is primarily responsible for numerous patents, several of which are important components of our IP portfolio. Mr. Krosney is a former senior scientist and engineer at B/E Aerospace. Dr. Khoury, the founder and long-time Chairman and Chief Executive Officer of B/E Aerospace, envisioned the significant potential to apply such proprietary technology for revolutionary, medical-grade air purification solutions for hospital and other critical healthcare settings. Dr. Khoury consulted with Dr. David Helfet, a leading orthopedic surgeon at both the Hospital for Special Surgery and New York-Presbyterian Hospital, regarding possible solutions for the critical challenges to patients and hospitals posed by harmful airborne pathogens and HAIs.

This collaboration has served as the foundation for our Company and the implementation of our business plan. Dr. Khoury made a substantial investment in the Company, leading an investment group providing the necessary capital to develop the Company’s substantial intellectual property portfolio and products.

Dr. Khoury is a renowned industrialist recognized for bringing to market game-changing solutions for diverse challenges and for building market-leading global businesses. Dr. Khoury was Chairman and Chief Executive Officer of B/E Aerospace, a Nasdaq-listed S&P 400 diversified industrial company, sold in April 2017 to Rockwell Collins (now, part of Raytheon) for $8.6 billion. Previously, in December 2014, B/E Aerospace completed the spin-off of KLX Inc. as an independent Nasdaq-listed public company, itself sold in May 2018 to Boeing for $4.25 billion. Drs. Khoury and Helfet were long-time colleagues who served together for many years on the board of directors of Synthes, Inc., which, led by Dr. Khoury’s efforts, completed a $21 billion merger in 2012, creating DePuy Synthes, Johnson & Johnson’s global orthopaedics business.

Several other members of our leadership team have long-standing working relationships with Dr. Khoury, including in senior-level roles at B/E Aerospace and KLX Inc.

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Our Team

To more effectively exploit our patents and proprietary technology, we have assembled a team of highly credentialed scientists, with advanced degrees in electrical, mechanical and software engineering, as well as in physics, chemistry and related fields, in the development of our devices. This team, in conjunction with their counterparts from our FDA regulated contract manufacturing partner, have driven both the device performance and manufacturing optimization during the development stage of our Company and have positioned our Pūrgo device to be decisively superior, on both a performance and price basis, to existing FDA cleared (or seeking clearance) air purification devices currently on the market. Our team enabled us to develop our submission package, which received FDA 510(k) clearance to market the Pūrgo device.

Publicly traded companies at which our leaders have or have had active roles include: B/E Aerospace, Inc., a Nasdaq listed company until its acquisition by Rockwell Collins, at the time a NYSE listed company, in 2016; Lennar Corporation (NYSE: LEN); KLX Inc., a Nasdaq listed company until its acquisition by The Boeing Company (NYSE: BA) in 2018; KLX Energy Services Holdings, Inc. (Nasdaq: KLXE) (“KLX Energy”); Bank of America Corporation (NYSE: BAC); Moelis & Company (NYSE: MC); Moly Mines Ltd, an Australian Stock Exchange (“ASX”) listed company that was acquired by Young Australian Mines Ltd; Puritan Bennet Corporation, a Nasdaq listed company acquired by Nellcor Incorporated (Nasdaq: NELL) in 1995, forming Nellcor Puritan-Bennet; Schering Plough Laboratories, a private company acquired by Merck & Co. (NYSE: MRK) in 2009; United Technologies, a NYSE listed company until its acquisition in 2020 by Raytheon Corporation to form Raytheon Technologies Corp. (NYSE: RTX); and Wyeth Laboratories, a NYSE listed company acquired by Pfizer (NYSE: PFE) in 2009. Members of our leadership team also played important management and scientific development roles or were also early investors for a number of healthcare companies and committees.

Senior members of our team include:

Amin J. Khoury, PhD (Hon). Dr. Khoury is one of our co-founders and has been the Chairman of our Board of Directors since May 2020. Previously, Dr. Khoury served as Chief Executive Officer and Chairman of the Board of Directors of KLX Inc. from its formation in December 2014 until its sale to The Boeing Company in October 2018. Dr. Khoury served as Chairman of the Board, Chief Executive Officer and Co-Chief Executive Officer of B/E Aerospace from its founding in 1987 until its sale to Rockwell Collins in 2017. Dr. Khoury also served as Chairman, Chief Executive Officer and President of KLX Energy from September 2018 until May 2020. Dr. Khoury was a Trustee of the Scripps Research Institute from May 2008 until July 2014. Until 2012, for 26 years, Dr. Khoury also served as a director of Synthes, Inc., having earlier been Chairman of Synthes Maxillofacial, and a founding investor in Spine Products, Inc., which was acquired by Synthes in 1999. Synthes, a $4 billion annual revenue company, was the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants, before Dr. Khoury led an effort to merge Synthes with Johnson & Johnson in a $21 billion transaction in 2012. Dr. Khoury holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors and a Master’s Degree in Business Administration from Northeastern University. Dr. Khoury has served as a member of the Board of Trustees of Northeastern University since July 2018 and received an honorary doctorate from Northeastern University in May 2019. Dr. Khoury is a highly effective leader in organizational design and development matters and has been instrumental in identifying and attracting our managerial talent, team of highly accomplished scientists and Board members. He has an intimate knowledge of the Company, our industry and our competitors. All of the above experience and leadership roles uniquely qualify him to serve as our Company’s Chairman of the Board.

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Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.

Mark Krosney. Mr. Krosney is one of our co-founders and is our Chief Scientific Officer. He has been the driving force in the development of AeroClean Technologies’ proprietary technology. Mr. Krosney is primarily responsible for numerous patents, including several that are important parts of our IP portfolio. Mr. Krosney is a key member of the development team for the Pūrgo air purification and disinfection product development project. Prior to becoming Vice President and General Manager of B/E Aerospace’s Business Jet Group, Mr. Krosney was B/E Aerospace’s technical interface with The Boeing Company, Airbus and the Federal Aviation Administration. Earlier in his career, Mr. Krosney worked on jet engine and rocket propulsion systems as well as technical control systems at United Technologies. Mr. Krosney received his Bachelor of Science degree in Engineering from Carnegie Mellon University and a Master of Science degree in Management of Technology from the Sloan School at the Massachusetts Institute of Technology.

Jason DiBona. Mr. DiBona has served as our Chief Executive Officer since May 2020. Mr. DiBona brings more than 25 years of experience in developing and executing strategies for sustainable growth. He has held leadership roles in medical and healthcare technologies, global sales operations and start-up environments and has experience working with diverse private and public sector clients in more than 120 countries. Mr. DiBona spent the majority of his career, from 1999 to 2014, at GE Healthcare, holding multiple leadership and business development roles across the global healthcare organization. After his time at GE Healthcare, from 2014 to 2018, Mr. DiBona led the sales and marketing efforts at ePreop, a start-up medical software developer, with a successful launch and exit in the role of Executive Vice President of Sales and Marketing. Prior to AeroClean, Mr. DiBona served as Senior Vice President of Global Sales Strategies for America’s largest homebuilder, Lennar Corporation. Mr. DiBona earned his Bachelor of Science degrees in Molecular Biology and Microbiology from the University of Central Florida.

Ryan Tyler. Mr. Tyler has served as our Chief Financial Officer since October 2020. Prior to joining AeroClean, Mr. Tyler held various positions from 2014 to 2020 at B/E Aerospace, Inc., KLX Inc. and KLX Energy Services Holdings, Inc., including Vice President, overseeing financial reporting, internal controls, corporate development, investor relations and financial planning and analysis. Prior to the KLX Inc. spin-off from B/E Aerospace, Mr. Tyler served as B/E Aerospace’s Director of Financial Reporting and Internal Controls from 2013 to 2014, where he focused on the company’s public filings, mergers and acquisitions and capital raises. Mr. Tyler also spent three years at Oxbow Carbon LLC, serving as a Controller responsible for several of the company’s lines of business over the three-year period. Mr. Tyler spent five years at Ernst & Young as a Manager providing audit services to public and private clients in multiple sectors, including telecommunications, real estate, healthcare, financial services and distribution. Mr. Tyler received his Bachelor and Master of Accounting degrees from the University of Florida and received a Certified Public Accountant designation in Florida (inactive).

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Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.

Thomas P. McCaffrey. Mr. McCaffrey currently serves on our Board. He has been a member of the Board of Directors of KLX Energy since April 22, 2020. Mr. McCaffrey served as President, Chief Executive Officer and Chief Financial Officer of KLX Energy from May 2020 until July 2020 and as Senior Vice President and Chief Financial Officer of KLX Energy from September 2018 until April 30, 2020. Prior to that, Mr. McCaffrey served as President and Chief Operating Officer of KLX Inc. from December 2014 until its sale to The Boeing Company in October 2018 and as Senior Vice President and Chief Financial Officer of B/E Aerospace from May 1993 until December 2014. Prior to joining B/E Aerospace, Mr. McCaffrey practiced as a Certified Public Accountant for 17 years with a large international accounting firm and a regional accounting firm based in California. Since 2016, Mr. McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and serves as a member of its various committees and is currently Chairman of its Audit Committee. Mr. McCaffrey received his Bachelor of Science degree in Business Administration with a concentration in Accounting from California Polytechnic State University-San Luis Obispo. Our Board benefits from Mr. McCaffrey’s extensive leadership experience, thorough knowledge of our business and extensive strategic planning and public company experience.

Heather Floyd. Ms. Floyd currently serves on our Board. Ms. Floyd also currently serves as Director, Financial Reporting & Technical Accounting at Sequa Corporation. Previously, Ms. Floyd served as Vice President — Finance and Corporate Controller of KLX Energy and Vice President - Finance and Corporate Controller of KLX Inc. from February 2014 until September 2021. Ms. Floyd has almost 20 years of combined accounting, auditing, financial reporting and Sarbanes-Oxley compliance experience. Prior to joining KLX Inc., Ms. Floyd held various positions at B/E Aerospace, including most recently Vice President - Internal Audit. Prior to joining B/E Aerospace, Ms. Floyd served as an Audit Manager with Ernst & Young and in various accounting roles at Corporate Express, now a subsidiary of Staples. Ms. Floyd is a Certified Public Accountant licensed to practice in Florida. Ms. Floyd received her Bachelor of Science and Engineering and Bachelor of Business Administration in International Business and Trade from Florida Atlantic University. Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a member of our Board.

Timothy J. Scannell. Mr. Scannell currently serves on our Board of Directors. Mr. Scannell brings over 30 years of experience and success delivering market-leading results from his leadership roles at Stryker Corporation (“Stryker”), one of the world’s leading medical technology companies. Mr. Scannell served as President and Chief Operating Officer of Stryker between 2018 and 2021, overseeing all of Stryker’s commercial businesses and regions globally. Prior to this, he served as group president for Stryker’s MedSurg & Neurotechnology businesses for ten years. Mr. Scannell currently serves as a director and non-executive chairman of the Board of Directors for Insulet Corporation and is a director on the boards of Novocure Limited, Renalytix plc and Collagen Matrix, Inc. Mr. Scannell attended the University of Notre Dame, where he received a bachelor’s degree in Business Administration and Marketing and his Master of Business Administration. Mr. Scannell’s extensive leadership experience, particularly with respect to public companies within the medical industry, qualify him to serve as a member of our Board.

Jimmy Thompson. Mr. Thompson is our Vice President of Strategic Sales. Over the course of three decades, Mr. Thompson has served many leadership roles in the healthcare industry. For the past 19 years at Cerner Corporation, Mr. Thompson has built and led highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplier of health information technology services, devices, and hardware used at more than 27,000 facilities around the world. Prior to Cerner, he held key sales roles at GE Healthcare and SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee.

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Nick DeAngelis, PhD. Dr. DeAngelis is our Director of Regulatory Affairs & Quality and, as a self-employed consultant, is a key member of the development team for the Pūrgo air purification and disinfection product development project. Dr. DeAngelis has over 40 years of experience in pharmaceutical companies, 25 years of which was at senior management levels, including Senior Director of the Analytical and Physical Chemistry departments at Wyeth Laboratories, a NYSE-listed public company acquired by Pfizer in 2009, and at Schering Plough Laboratories, a private company acquired by Merck & Co. in 2009. Dr. DeAngelis has worked for a number of years as a self-employed consultant assisting numerous pharmaceutical and medical device companies in product development and quality assurance. Dr. DeAngelis holds a Bachelor of Science degree in Physics, a Master of Science degree in Chemistry and a PhD in Chemistry from Villanova University.

Edward Lanzilotta, PhD. Employed at Intelligent Product Solutions, a leading medical and technology device engineering group (“IPS”), Dr. Lanzilotta is a key member of the development team for the Pūrgo air purification and disinfection product development project. He has held engineering and management positions at Draper Laboratory, Bolt, Beranek & Newman, American Science and Engineering, Scientific Systems Corp. and Airborne Instruments Laboratory. Dr. Lanzilotta holds a Bachelor of Science degree in Electrical Engineering, a Master of Science degree in Mechanical Engineering and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.

Rao Tella. Mr. Tella is our Director of Operations. He has been employed by Eaton Aerospace, Puritan Bennet Corporation, a Nasdaq-listed company acquired by Nellcor Incorporated in 1995 to form Nellcor Puritan-Bennet, and B/E Aerospace in various capacities, including Manager of R&D, Director of Operations, P&L responsibility as Vice President/General Manager of a $400 million business and Vice President of corporate strategy. Mr. Tella holds a Bachelor of Science degree in Engineering from the Indian Institute of Technology located in Chennai, a Master of Science degree in Engineering and a Master of Business Administration degree from the University of Minnesota and has completed a strategic studies program at Harvard University.

Bill Reisenauer. Mr. Reisenauer is our Lead Engineer on Pūrgo UV Subsystem Design, is a key member of the development team for the Pūrgo UV air purification and disinfection product development project and is the lead Engineer on the Pūrgo UV subsystem design, test and qualification. At B/E Aerospace, Mr. Reisenauer was the director of engineering for the lighting products group and drove the introduction of LED technology into business and commercial aircraft lighting. Mr. Reisenauer holds a Master of Science degree in Electrical Engineering and a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of New York and a Master of Business Administration from Adelphi University.

Karl Keppeler. Mr. Keppeler is our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key member of the development team for the Pūrgo air purification and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

Joseph Toro. Mr. Toro is our Lead Industrial Design Engineer and is a key member of the development team for the Pūrgo air purification and disinfection product development project. Currently the director of Industrial Design at IPS, Mr. Toro has more than 20 years of experience developing award winning innovative solutions for consumer and professional products. Mr. Toro directed the design of products ranging from miniature motion control solutions for B/E Aerospace and medical clients to household appliances for Applica Black and Decker. Mr. Toro holds a Bachelor of Science degree in Industrial Design from the University of Bridgeport. Mr. Toro’s team has worked closely with Mr. Krosney in the design of PūrgoLift, our elevator implementation product line.

Our Strategy

Our mission is to establish AeroClean Technologies as the leader in creating a safe indoor environment, free of dangerous pathogens, particles, allergens, mold and fungi, for the healthcare, commercial office, educational and transportation marketplaces. Our goal is to become the leading provider of airborne

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pathogen-eradication solutions, through the application of air sanitization using our UV-C LED technology, and to create comprehensive solutions for at-risk enclosed spaces across hospitals, outpatient treatment facilities, universities and schools, senior living and nursing homes, non-hospital healthcare facilities, commercial buildings and the human transport and travel industries.

The key elements of our strategy are:

•

~~Establish~~ if ~~our~~the ~~technology~~rights ~~and~~offering ~~brand~~is bynot ~~beginning~~consummated ~~the~~or ~~commercial~~we ~~production~~are ~~and~~not ~~sale~~able ofto obtain alternative financing in the ~~Pūrgo~~third ~~air~~quarter ~~purification~~of ~~device~~2023, ~~predominantly~~we towill ~~hospitals~~not ~~and~~have ~~outpatient~~funds ~~treatment~~to ~~facilities~~meet ~~and~~our ~~the~~working ~~healthcare~~capital requirements and ~~medical~~to ~~office~~satisfy ~~market,~~our ~~including~~repayment ~~surgery~~obligations ~~centers~~under ~~and~~our ~~doctors’~~debt ~~offices.~~agreements;

•

~~Utilize~~ the ~~third~~outcome ~~party~~of ~~FDA~~negotiations ~~regulated~~regarding ~~contract manufacturing to launch~~ the ~~Pūrgo~~termination ~~office~~of ~~air~~certain ~~purification~~product ~~device~~supply ~~and~~arrangements ~~establish~~with aseveral ~~commercial~~contract ~~footprint.~~manufacturers;

•

~~Accelerate~~ general ~~development~~economic ~~and~~conditions ~~market introduction of our prototype PūrgoLift air purification solution for elevators, which is a critical need for large buildings to support occupants returning to and continuing to work~~ in ~~these buildings safely. Elevators create a point of acute vulnerability in both office buildings and in hospitals, where patients and outsiders are being transported at~~ the ~~same~~markets ~~time, and who may carry pathogens into an environment~~ where ~~people~~we ~~are~~operate; ~~particularly vulnerable.~~

•

~~Capitalize on~~ the ~~aviation~~impact ~~industry expertise and credibility~~ of the ~~former~~COVID-19 ~~founder~~pandemic and ~~executive~~related ~~officers~~prophylactic ofmeasures; B/E Aerospace, who are now leading AeroClean Technologies, to create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems based upon patented SteriDuct UV-C LED technology.

•

~~Explore~~ expected ~~opportunities~~timing ~~for~~of ~~collaboration~~regulatory ~~and~~approvals ~~partnership with global industry leaders in heating, ventilating~~ and ~~air~~product ~~conditioning~~launches; ~~(“HVAC”) to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings.~~

•

~~Identify~~ non-performance ~~opportunities~~of tothird-party ~~establish~~vendors and ~~extend~~contractors; ~~our industry leadership internationally, through selective joint ventures and acquisitions that further capitalize on our superior technology.~~

The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may seek to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensor and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.

Our Strengths

We believe AeroClean Technologies is uniquely positioned to capitalize on the emerging market for air sterilization products and services and that we will act as a disrupter to the existing hierarchy of traditional HVAC and cleaning businesses that do not adequately address the emerging threat of human pathogen cross infection and transmission.

We believe our principle strengths in capturing this opportunity are:

•

~~Superior~~ risks ~~core~~related ~~technology~~to ~~embedded in~~ our ~~patented,~~ability ~~UV-C~~to ~~LED~~successfully ~~air~~sell ~~treatment~~our ~~technology~~products ~~utilized~~and in the ~~Pūrgo~~market ~~air~~reception ~~purification~~to ~~device,~~and ~~which~~performance ~~the~~of ~~FDA~~our ~~has~~products, ~~indicated~~including ~~that~~our wenew ~~can~~Molekule ~~market~~360 ~~and~~indoor ~~sell~~air ~~for~~quality ~~intended~~management ~~use~~solutions; ~~through 510(k) clearance.~~

•

~~Efficacy~~ the ~~validated~~possibility ~~through~~that ~~independent~~our ~~testing~~products atdo ~~third~~not ~~party~~ultimately ~~laboratories~~perform ~~and~~in ~~FDA~~line ~~510(k)~~with ~~clearance,~~our ~~validating~~testing ~~the~~or ~~design~~that ~~and~~prior ~~manufacturing~~test ~~rigor~~results ofmay ~~the~~not ~~Pūrgo~~be ~~air~~replicated ~~purification~~in ~~device.~~future studies;

•

~~Our~~ our ~~growing~~compliance ~~team of dedicated engineers~~with, ~~regulatory officers~~ and ~~sales~~changes ~~and marketing professionals~~to, ~~which~~applicable welaws ~~believe will provide our Company with a significant competitive advantage over our smaller~~ and ~~regional~~regulations; ~~competitors, as well as those larger competitors who are not focused specifically on~~

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pathogen elimination as a dedicated priority and do not currently have truly competitive products in their portfolios of products and services.

•

~~Our executive team, which includes~~ our ~~chief~~limited ~~executive~~operating ~~officer~~history; and chief financial officer, with backgrounds in building and leading international healthcare sales teams and growing large, international public companies organically and through strategic acquisitions, respectively, establishing the cornerstone of a first-class management team.

•

~~Time,~~ our ~~capital~~ability ~~and expertise of the team dedicated~~ to ~~the~~manage ~~development~~growth; and manufacturing of the Pūrgo air purification device, which separates it from its competition and which we believe will generate differential outcomes when marketing to hospital and non-hospital healthcare customers as well as other discriminating target markets.

•

~~The~~ our ~~credibility~~ability into ~~the~~successfully ~~healthcare~~restructure ~~market~~certain ~~afforded~~of ~~us by~~ our ~~founding~~debt ~~partner~~agreements; ~~and Chief Medical Officer, Dr. David Helfet.~~

•

~~The business building acumen and leadership of~~ our ~~founding~~ability ~~partner, Amin J. Khoury. Dr. Khoury, as the Founder and formerly Chairman and Chief Executive Officer of B/E Aerospace, the world’s leading commercial aircraft cabin interiors company prior~~ to ~~its~~obtain ~~acquisition~~additional byfinancing; Rockwell Collins, built the business through both organic growth and acquisitions, by establishing superior in-house engineering and global sales capability, and by driving innovations across product categories, thereby establishing B/E Aerospace as the world leader and differential partner to its airline customers, as well as to The Boeing Company, Airbus and the business jet manufacturers.

•

~~The~~ the ~~expertise~~consummation ~~and leadership~~ of ~~Jason~~this ~~DiBona,~~rights tooffering; ~~lead the Company as Chief Executive Officer, who we believe provides us with strong judgment on the healthcare industry’s future development trends based on his prior experience at GE Healthcare.~~

•

~~Our~~ our ~~product~~ability ~~is priced such that it can be quickly implemented and fit within multiple budgets, making it marketable~~ to aexpand ~~wide~~product ~~range~~offerings; ~~of hospital medical departments and other customers.~~

Our History

The genesis of our SteriDuct and Pūrgo technology traces back to technology developed by Mark Krosney, Co-Founder and Chief Scientific Officer, a highly-accomplished scientist and formerly one of the lead engineers of B/E Aerospace. The technology was originally intended to address commercial aircraft cabin air quality applications. However, Amin J. Khoury, the Founder and formerly the Chairman and Chief Executive Officer of B/E Aerospace, recognized the commercial potential of this technology for the healthcare market, after discussions with Dr. David Helfet, Co-Founder and the Director Emeritus of the Orthopedic Trauma Service at both the Hospital for Special Surgery and the New York-Presbyterian Hospital, regarding the critical challenge to patients and hospitals posed by HAIs. Dr. Khoury subsequently led an “angel” investment group in funding the Company up to our IPO, in particular to provide for rigorous design and development of Pūrgo in a manner conforming to demanding regulatory requirements and the development of substantial intellectual property.

Dr. Khoury and Dr. Helfet are long-time colleagues who developed a strong business relationship during their respective 26- and 10-year service on the board of directors of Synthes, Inc., a company with $4 billion of annual revenue and the world’s leading manufacturer and marketer of orthopedic trauma implants. In 2011, Dr. Khoury, at the request of Hansjörg Wyss, Chief Executive Officer of Synthes, led an effort to sell Synthes. In 2012, Synthes successfully merged with Johnson & Johnson’s DePuy franchise in a $21 billion transaction.

To date, our team was formed through the utilization of highly qualified independent contractors and executives, including scientists, engineers, sales and marketing resources and others with expertise in electrical, mechanical and software engineering, computer science and regulatory matters, as well as experience in the healthcare and medical device industries. We have used consultants and other contract personnel for product development and engineering projects as well as for outsourced manufacturing to leverage industry and subject matter experts as well as to manage the Company’s fixed cost structure.

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We believe the team AeroClean Technologies has assembled, in addition to its differentiated technology and product offering, positions the Company to establish itself as the category leader and industry consolidator in premium air purification solutions for rooms, elevators and transportation systems.

Dr. Khoury and his team, with an established track record and experience from B/E Aerospace in penetrating and ultimately becoming the industry leader for a comprehensive array of commercial aircraft cabin interior components in the face of multiple incumbent competitors, informs AeroClean Technologies’ approach to the air purification market, which we believe is currently populated by a number of small companies with technology that relies predominantly on traditional filtration devices.

In 2014, Messrs. Khoury, McCaffrey and Senft, all current members of the AeroClean Board, led an effort to separate B/E Aerospace into two distinct public companies, one an aerospace manufacturing business and the other an aviation distribution business. In 2017, the team sold the manufacturing business to Rockwell Collins in an $8.6 billion transaction representing a 14x EBITDA multiple and, in 2018, sold the distribution business to The Boeing Company for $4.25 billion, representing a 15.7x EBITDA multiple.

Leveraging Engineering, Manufacturing and Regulatory Expertise

In developing our patents and related intellectual property into commercial devices that will meet the exacting standards of medical device regulators, while at the same time creating a competitive advantage in our target markets, AeroClean Technologies has chosen to partner with leading companies with both engineering and FDA regulatory expertise as well as FDA regulated contract manufacturers. Utilization of the leading companies in their fields has allowed AeroClean Technologies to dramatically shorten the time-to-market of our Pūrgo device (our first marketable device), while also taking advantage of best-in-class engineering, regulatory expertise and assembly of our first commercial units without having to invest the substantial sums that would be required to establish all these capabilities in-house. The exacting standards embedded in our Pūrgo device are expected to deliver market leading performance in air purification with true competitive differentiation and which has supported final FDA 510(k) clearance for utilization in healthcare and other target markets where performance must be validated by certified independent laboratories.

Our in-house team, leveraging these organizations, has developed what we believe to be the lightest weight, most compact, powerful and cost-effective pathogen elimination device for our target markets.

AeroClean Technologies contracted with IPS, a leading medical and technology device engineering group, in developing the device configuration, which would optimize the performance and reliability of our patented UV-LED and SteriDuct technology. With over 100 designers and engineers who specialize in commercializing highly exacting applications of new technology, a dedicated IPS team has worked continuously with us to design, develop, test and source the components for the commercial production of the Pūrgo device. This is particularly true of electronics design and software engineering as well as product industrial design.

To manufacture our first Pūrgo device, AeroClean Technologies has engaged Mack Molding, a leading contract manufacturer of medical devices, which also has experience manufacturing devices for the transportation, energy/environment, defense/aerospace and consumer markets. AeroClean Technologies has also engaged MethodSense, Inc. (“MethodSense”), a regulatory affairs and quality assurance consulting firm, to reduce time to market and move our Pūrgo device successfully through the FDA regulatory process. MethodSense is a global medical device consultancy and software developer with over 21 years of deep industry experience, proven processes and modern technology focused on the commercial success of medical device companies.

Our Value Proposition

While there are numerous air filtration devices currently on the market, in addition to traditional filters fitted on HVAC systems primarily in hospitals, we believe the Pūrgo devices promise a step-change improvement in air treatment. By employing our patented UV-C LED and SteriDuct technology combined with three-stage filtration, our devices not only remove dust, spores, allergens and pathogens from the air but also eradicate essentially all types of airborne pathogens in occupied room airspaces and do so continuously. The process of upgrading HVAC systems in hospitals, schools, office buildings, commercial

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spaces and others looking for air quality solutions can not only be costly, but it can also be disruptive as the core system is retrofitted or construction takes place to address high-risk areas throughout the building.

Further, HVAC systems do not always run continuously and cannot, in any event, continuously protect a room’s occupants as compared to Pūrgo, which is continuously running and placed close to potential sources of cross-infection. Larger plug-and-play solutions are generally more costly and, we believe, less effective because they cannot always be placed closest to the occupants we are protecting. Our first Pūrgo device is of a size and price point ($3,250 manufacturer’s suggested retail price (MSRP)) that allows customers to strategically place units for optimal reduction of occupants’ exposure to airborne particles and pathogens. We believe the combination of technology, performance and price of the Pūrgo devices will deliver a singular value proposition that will make AeroClean Technologies a disruptor and consolidator in the professional air treatment market.

Our Technological Advantage

The foundation of our patented pathogen-killing technology is the utilization of solid-state light-emitting diodes (“LEDs”) and the unique way we have deployed this LED technology through the development of our patented SteriDuct technology, which incorporates a proprietary geometry and reflective coating air induction and treatment process to safely deliver superior pathogen killing capability, while operating at lower power levels and with minimal air flow disruption. Our technology uses UV-emitting LEDs, which replaces conventional vacuum tube UV sources used in other competing UV devices — which are harmful to human beings and the environment and emit poisonous mercury gas when broken.

Studies of COVID-19 transmission have highlighted that, similar to seasonal flu viruses and other pathogens (such as severe acute respiratory syndrome, or “SARS,” and Middle East respiratory syndrome, or “MERS”), COVID-19 is transmitted predominantly through contact between an infected person and others. To effectively limit this exposure, the air in the room that the infected person occupies must be continuously treated to remove the pathogens being transmitted into the air in the room. The Pūrgo device operates continuously, and the devices are able to be placed strategically within occupied rooms to treat the infected air closer to the source of the infectious material, rather than have the air pulled from the room through traditional filtering systems. Testing results confirmed that our device, powered by SteriDuct, was able to eradicate 99.99% (“4 Log”) of airborne pathogens in less than 60 minutes, including a surrogate pathogen for COVID-19.

Our Target Markets

We believe our technology is adaptable and superior in the treatment of air and destruction of pathogens in any interior space. The market for our technology, therefore, is both large and global in nature — we estimate the total addressable market opportunity just within the U.S. healthcare market to be approximately $12 billion. Our proprietary patents and the validation of our first device, the compact, lightweight, powerful and cost-effective Pūrgo air purification device, will be important in establishing our brand and commercial footprint.

The markets we intend to focus on initially will be predominantly in the healthcare industry, as the inspiration for our technology was to address the high rate of HAIs acquired throughout hospitals, but particularly in surgeries and outpatient treatment areas with the highest population of immunocompromised patients. Moreover, the healthcare industry in the U.S. represents an approximately $12 billion market opportunity that will continue to be on the front lines of dealing with pathogens and, therefore, we expect will be receptive to technological advances that address the issue. We are acutely focused on the breadth of healthcare facilities that would benefit from utilization of Pūrgo and Pūrgo Lift devices, as well as our SteriDuct technology. In the U.S. alone, there are 6,090 hospitals, which have 208,500 on-site surgical facilities. In addition, these hospitals have 106,000 intensive care beds, predominantly each in their own room, and 825,000 non-ICU beds, usually configured with three beds per room. We have also assumed each hospital has 15 waiting rooms across both the general admittance and specialty practices within the facility and that each hospital has a minimum of seven elevators. As a result, in total, we estimate the approximate total market opportunity for the Pūrgo device within the U.S. hospital system to be $2.4 billion. For example, our largest customer in 2021, which made up 45% of revenues, was a hospital with a broad deployment of 100 units to address a variety of clinical and non-clinical spaces. While these individual customers may be

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significant, and customers may purchase units over time to satisfy their needs, we believe that the transactional nature of the opportunities and the size of the addressable market mitigate a risk of concentration on an ongoing basis.

We believe the non-hospital medical market presents an equally compelling opportunity. There are approximately 209,000 medical offices in the U.S., as well as 9,280 non-hospital surgery centers containing 16,000 procedure rooms. We believe that most rooms could utilize a minimum of two Pūrgo devices to optimize room sanitization and disinfection, representing a market opportunity of approximately $4.3 billion.

Our third expected healthcare market opportunity is serving the long-term care and assisted living industry. We view this market as a natural extension of the first two areas, hospital and medical offices, which we will address in the first phase of our commercial launch. There are currently 60,000 long-term care and assisted living facilities in the U.S., and we believe, from a safety and fiduciary position, each facility should consider coverage of the common facilities, including dining rooms, activity rooms, therapy rooms and, importantly, reception areas and elevators, representing a market opportunity of approximately $5.1 billion, exclusive of elevators.

We believe adoption of the Pūrgo device in the healthcare environment will create substantial credibility and momentum that will provide us an opportunity to enter the university and K-12 school market. For example, on March 11, 2021, President Biden signed the $1.9 trillion coronavirus relief package, the American Rescue Plan, which included $130 billion to help schools reopen safely by reducing the probability of cross-infection — including for personal protective equipment, reducing class sizes and, importantly, improving ventilation. In a 2021 report on K-12 public school infrastructure, the American Society of Civil Engineers found that more than 40% of schools had HVAC systems in need of repair. Therefore, we believe that the K-12 school market represents a market opportunity of approximately $1 billion. We are engaging in activities with a goal of accessing the K-12 school market, including direct marketing to school administrators online and working with third-parties that specialize in marketing to K-12 schools. While our primary focus in 2022 has been establishing our commercial footprint within the healthcare markets as previously noted, we expect to see word-of-mouth driven demand from universities and schools as the year progresses. We estimate the total addressable market opportunity within the U.S. education and childcare markets (public and private K-12 schools, universities and colleges, preschool and daycare) to be approximately $9.7 billion.

Similarly, we believe emerging public awareness of the realities of airborne infections are focusing both tenants and landlords on the inadequacies of centralized HVAC systems for protecting occupants in individual rooms, in the instance when an infected person is also in the room and contagious. Only localized, continuous sanitizing of the air can reduce the risk of infection in these circumstances. We believe prophylactic placement of the Pūrgo devices in conference rooms, open work environments, cafeterias, lobbies and other communal spaces will substantially improve the air quality of these areas well beyond what is provided by central HVAC systems and thereby make it safe to return to and remain at work in multi-story office buildings. We estimate the total addressable market opportunity within the U.S. for elevator air purification to be approximately $5.0 billion.

Corporate Information

We were formed as Cleanco Bioscience Group LLC, a limited liability company in Florida, in September 2011 and effected a name change to AeroClean Technologies, LLC and conversion to a Delaware limited liability company in September 2020.

On November 29, 2021, we closed the IPO of 2,514,000 shares of common stock at a public offering price of $10.00 per share. The offering included the sale of 14,000 shares in connection with the partial exercise by the underwriters of their over-allotment option. The Benchmark Company, LLC, HCFP/Capital Markets LLC and Valuable Capital Limited acted as joint bookrunning managers for the offering. In November 2021, in connection with our IPO, we reorganized our corporate structure to become a Delaware corporation and all the Class A units of AeroClean Technologies, LLC converted into shares of AeroClean Technologies, Inc. common stock at a conversion ratio of 0.8462 shares of common stock for each Class A unit.

In June 2022, we sold an aggregate of 1,500,000 shares of common stock, and a warrant to purchase up to 1,500,000 shares of common stock, to the Selling Stockholder named herein for an aggregate purchase

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price of $15,000,000. The warrant has an exercise price of $11.00 per share. Roth Capital Partners, LLC and The Benchmark Company, LLC acted as placement agents in connection with the Private Placement.

The address of our principal executive offices is 10455 Riverside Drive, Palm Beach Gardens, FL 33410. Our corporate website is www.aeroclean.com. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock. We have included our website address in this prospectus solely as an inactive textual reference.

Risks Affecting Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this “Summary” section. These risks include, but are not limited to, the following:

•

~~If Pūrgo fails to perform as expected,~~ our ability to ~~develop,~~compete ~~market~~with ~~and~~others ~~sell~~in our ~~products could be harmed~~industry;

•

If we cannot develop adequate distribution, customer service and technical support networks, or navigate applicable global logistics and supply chain bottlenecks, then we may not be able to market and distribute our ~~products~~ability ~~effectively or customers may decide not~~ to ~~order~~protect our ~~products~~intellectual property;

•

We the ~~expect~~ability toof ~~incur~~certain ~~future~~stockholders ~~losses~~to ~~through~~determine the ~~year~~outcome ~~ending~~of ~~December 31,~~matters ~~2022 and cannot be certain~~ that ~~our~~require ~~Company~~stockholder ~~will become profitable~~approval;

•

~~We may not be successful in implementing~~ our ~~proposed~~ability ~~business strategy~~ to ~~achieve~~retain ~~our~~the ~~expected~~listing ~~revenue~~of ~~growth~~our orcommon ~~effectively~~stock ~~manage~~on ~~growth~~Nasdaq;

•

We our ~~depend~~ability onto ~~sales~~defend ofagainst alegal ~~single product for our future growth~~proceedings;

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•

We success ~~are~~in ~~subject~~retaining toor ~~continuing regulation by the FDA~~recruiting, ~~and~~or ifchanges werequired ~~fail to comply with regulations~~in, ~~including~~our ~~FDA and other state regulations~~officers, ~~our~~key ~~business~~employees ~~could~~or ~~suffer~~directors;

•

~~Our~~ our ~~products~~ability ~~have~~to ~~not~~achieve ~~been~~the ~~proven~~expected tobenefits ~~reduce~~from ~~the~~our ~~risk~~merger ofwith ~~COVID-19~~Molekule, ~~transmission~~Inc.;

•

We our ~~may~~ability ~~face~~to ~~significant~~successfully ~~challenges~~integrate inMolekule, ~~obtaining market acceptance of our products~~Inc.;

•

We the ~~lack~~incurrence ~~manufacturing~~of ~~experience~~unexpected ~~and~~costs, ~~capabilities~~liabilities or delays relating to our merger with Molekule, Inc.;

•

~~Our~~ the ~~success~~risk ~~may~~that ~~depend~~goodwill onor ~~our~~identifiable ~~ability~~intangible to(including ~~protect~~such items recorded with respect to our ~~intellectual~~merger ~~property~~with Molekule, Inc.) assets could become impaired;

•

~~We receive a significant portion of~~ our ~~revenues~~ability ~~from~~to asuccessfully ~~small~~consummate ~~number of customers and the loss of, or nonperformance by, one or more of our significant customers could adversely affect our business~~acquisitions;

•

~~Our~~ our ability to ~~expand~~comply ~~our~~or ~~product~~regain ~~offerings~~compliance ~~and~~with ~~introduce~~Nasdaq ~~additional~~Capital ~~products~~Market ~~and~~continued ~~services~~listing ~~may be limited~~standards; and

•

~~Quality~~ other ~~problems~~risk ~~with,~~factors ~~and~~set ~~product~~forth ~~liability claims~~ in ~~connection~~this ~~with,~~prospectus ~~our~~and ~~products~~detailed ~~could~~in ~~lead~~our tomost ~~recalls~~recent orAnnual ~~safety~~Report ~~alerts,~~on ~~harm~~Form to10-K and our ~~reputation~~other orSecurities ~~adverse~~and ~~verdicts~~Exchange orCommission ~~costly~~(“SEC”) ~~settlements;~~filings. ~~and~~

• In light of these risks, uncertainties and assumptions, you are cautioned not to put undue reliance on any forward-looking statements in this prospectus or the documents incorporated by reference herein. These statements should be considered only after carefully reading this entire prospectus. Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this prospectus not to occur.

~~We have limited experience selling our products to healthcare facilities, and we might be unsuccessful in increasing our sales.~~ 3

You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

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The Offering

Securities offered by the Selling Stockholder in the offering

1,500,000 shares of common stock (the “Shares”) and 1,500,000 shares of common stock issuable upon the exercise of warrants (collectively with the Shares, the “Securities”)

Common stock outstanding

15,408,828 shares of common stock as of July 8, 2022

Common stock outstanding assuming the exercise of all warrants issued in the Private Placement

16,908,828 shares of common stock

Use of proceeds

We will not receive any of the proceeds from the sale or other disposition of the shares being offered by the Selling Stockholder.

However, upon the cash exercise of the warrant, we will receive the exercise price of such warrant, for an aggregate amount of $16.5 million if the warrant is exercised in full.

Our management will have broad discretion as to the application of the proceeds generated from the exercise of the warrant. Our management may use the proceeds for corporate purposes that may not improve our financial condition or the market value of our common stock.

The Company gained U.S. Food and Drug Administration (FDA) clearance to market and sell Pūrgo as a Class II Medical Device on June 1, 2022. The Company’s strategy includes continuously evaluating a wide range of strategic opportunities including acquisitions. As part of that strategy, the Company is in discussions with several acquisition candidates and may use the proceeds of the warrant exercises, if any, together with other sources of capital, to effect transactions that the Company believes would substantially increase revenues, distribution and selling capability, and expand product lines, and, most importantly, add sensor and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiatives. The Company currently has no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.

Dividend policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any dividends to holders of our common stock in the foreseeable future.

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Plan of distribution

The Selling Stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, brokers-dealers or agents. Registration of the common stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See the section entitled “Plan of Distribution.”

Lock-Up Agreements

In connection with our IPO, our officers, directors and pre-IPO shareholders entered into lock-up agreements in favor of the IPO underwriters in which they agreed (subject to certain exceptions) not to offer, sell or otherwise transfer any shares of common stock of the Company until the close of trading on November 29, 2022 (the “Lock-up Release Date”); provided, however, that our officers, directors and pre-IPO shareholders may be released from such lock-up agreements with the prior written consent of the IPO underwriters.

In addition, in connection with the Private Placement, our officers, directors and holders of more than 5% of our outstanding shares of common stock entered into lock-up agreements in favor of the placement agents for the Private Placement in which they agreed (subject to certain exceptions) that each will not for the period commencing on June 26, 2022 through the close of trading on November 29, 2022 offer or sell any shares of common stock of the Company or securities convertible into or exchangeable or exercisable for shares of common stock of the Company. Our officers, directors and 5% shareholders may be released from such lock-up agreements with the prior written consent of the placement agents for the Private Placement.

Risk factors

An investment in our Company is highly speculative and involves a significant degree of risk. Prospective investors should carefully consider the section entitled “Risk Factors” beginning on page 16 before investing in our shares of common stock.

Listing

Our common stock is listed on Nasdaq under the symbol “AERC”.

The number of shares of common stock to be outstanding after this offering is based on 15,408,828 shares of our common stock outstanding as of July 8, 2022 and assumes the outstanding warrant to purchase 1,500,000 shares of common stock is not exercised.

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Summary Financial Data

The following table sets forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. The operating data for the years ended December 31, 2021 and 2020 and the balance sheet data as of December 31, 2021 and 2020 have been derived from our audited financial statements which are incorporated by reference in this prospectus. The operating data for the three months ended March 31, 2022 and 2021 and the balance sheet data as of March 31, 2022 have been derived from our unaudited condensed financial statements which are incorporated by reference in this prospectus. The unaudited condensed financial statements were prepared on the same basis as our audited financial statements. In our opinion, such financial statements include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information for those periods. The summary financial data should be read in conjunction with the financial statements and the accompanying notes, which are incorporated by reference in this prospectus. In addition, the summary financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” also incorporated by reference in this prospectus.

	Three Months Ended March 31,						Year Ended December 31,
	2022			2021			2021			2020
Operating Data:
Operating expenses		$	2,673,707		$	1,969,692		$	8,521,360		$	3,323,081
Net loss			(2,577,964)			(1,969,692)			(7,923,607)			(3,323,081)

	As of March 31,			As of December 31,
	2022			2021			2020
Balance Sheet Data:
Cash		$	17,774,097		$	19,629,649		$	2,333,117
Total assets			21,459,419			23,722,748			3,193,175
Total liabilities			1,656,130			2,012,333			665,308
Total members’/stockholders’ equity			19,803,289			21,710,415			2,527,867

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~~RISK~~ SUMMARY ~~FACTORS~~OF THE RIGHTS OFFERING

~~Investing~~ The infollowing ~~our~~summary ~~common~~describes ~~stock~~the ~~involves~~principal aterms ~~high degree~~ of ~~risk. You should consider carefully all of~~ the ~~material~~rights ~~risks~~offering, ~~and~~but ~~uncertainties~~is ~~associated~~not ~~with~~intended ~~our business as set forth below before making a decision~~ to ~~invest~~be ~~in our common stock~~complete. ~~You~~See ~~should carefully consider~~ the ~~risks described below, as well as the other~~ information ~~included~~under ~~in or incorporated by reference into this prospectus, including our consolidated financial statements and~~ the ~~related~~heading ~~notes and~~ “~~Management’s~~Rights ~~Discussion and Analysis of Financial Condition and Results of Operations,~~Offering” ~~particularly before deciding whether to invest~~ in ~~our~~this ~~securities.~~prospectus ~~The~~for ~~occurrence~~a ofmore ~~any~~detailed ofdescription ~~the events or developments described below could materially and adversely affect our business, financial condition, results~~ of ~~operations and growth prospects. In such an event,~~ the ~~market~~terms ~~price of our common stock could decline,~~ and ~~you~~conditions ~~may lose all or part~~ of ~~your investment. The risks described below are not~~ the ~~only~~rights ~~ones we face~~offering. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and adversely affect our results of operations and financial condition.

~~Risks~~ Securities ~~associated~~Offered ~~with our business and industry~~

If We ~~Pūrgo~~are ~~fails~~distributing, at no charge, to ~~perform~~holders asof ~~expected~~our common stock and the Participating Warrant, ~~our~~non-transferrable ~~ability~~subscription rights to ~~develop~~purchase up to 10,000 Units ~~market~~at a subscription price of $1,000 per Unit. Each of such eligible holders will receive one (1) subscription right for each share of common stock owned or deemed to be owned (in the case of the Participating Warrant) as of 4:00 p.m., Eastern Time, on , 2023. Each Unit consists of (i) one share of preferred stock and ~~sell~~(ii) a warrant to purchase shares of our ~~products~~common ~~could~~stock. The Units will separate upon the closing of the rights offering and will be ~~harmed~~issued separately; however, they may only be purchased as a Unit and the Unit will not trade as a separate security.

In Amin ~~the~~J. ~~year ended December 31~~Khoury, ~~2021,~~the weChairman ~~launched~~of our ~~first~~board ~~commercial~~of ~~air~~directors ~~purification~~and ~~unit,~~one ~~Pūrgo,~~of ~~for~~our inco-~~room applications~~founders, and inFoundry ~~February 2022,~~Group ~~we debuted a Pūrgo Lift prototype~~Next, ~~an air purification device for elevators and other wall-mount applications~~L. ~~The successful commercialization of these products is highly uncertain and subject to a number of risks~~P. ~~These risks include~~, ~~but~~which ~~are~~is ~~not~~affiliated ~~limited~~with ~~to: (i) the possibility that~~ our ~~products~~director ~~will~~Brad beFeld, ~~found~~have toinformed beus ~~less~~of ~~effective~~their ~~than~~interest ~~anticipated~~in orparticipating ~~fail~~in tothe ~~receive~~rights ~~necessary regulatory clearances~~offering; ~~(ii) that the products~~however, ~~even~~there ifcan ~~effective, will~~ be ~~difficult~~no toassurance ~~scale~~as ~~up or manufacture at commercial levels or uneconomical~~ to ~~market;~~what ~~(iii) that~~extent ~~proprietary~~they ~~rights of third parties~~ will ~~preclude~~participate, usif ~~from~~at ~~using such technologies or marketing such products; and (iv) that third parties will use or market superior or equivalent technologies or products~~all.

~~Our~~ Preferred ~~products~~Stock may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. We have a limited frame of reference from which to evaluate the long-term performance of Pūrgo and Pūrgo Lift. If these devices, or additional devices or applications of our technology that we may develop in the future, fail to perform as expected, customers may delay deliveries or terminate further orders and we may need to initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition and results of operations.

~~Our~~ Each ~~future~~share ~~success~~of ~~will~~preferred ~~depend~~stock onwill ~~our~~be ~~ability~~convertible toat ~~implement~~the ~~our~~option ~~business~~of ~~strategy~~the ~~and to develop and introduce~~holder, onat aany ~~timely basis~~time, ~~products~~into ~~that address~~ the ~~evolving~~number ~~needs~~of shares of our ~~customers.~~common Ifstock wedetermined ~~are~~by ~~unable~~dividing ~~to develop, validate and scale~~ (i) the ~~technology necessary to compete successfully with existing or newly emerging technologies~~$1,000 orstated ifvalue weper ~~are~~share ~~unable~~of tothe ~~develop~~preferred ~~products~~stock ~~based~~plus onany ~~these~~accrued ~~technologies,~~and ~~our~~accumulated ~~business,~~dividends ~~financial~~by ~~condition~~(ii) the ~~and~~conversion ~~results~~price of ~~operations~~$ , ~~could~~subject beto ~~seriously harmed~~adjustment.

If On wean ~~cannot~~annual ~~develop~~basis, ~~adequate~~our ~~distribution,~~board ~~customer~~of ~~service~~directors ~~and~~may, ~~technical~~at ~~support~~its ~~networks~~sole discretion, orcause ~~navigate~~a ~~applicable~~dividend ~~global~~with ~~logistics~~respect ~~and~~to ~~supply~~the ~~chain~~preferred ~~bottlenecks,~~shares ~~then~~to webe ~~may~~paid ~~not~~in becash ~~able~~in an amount equal to ~~market~~12% ~~and~~of ~~distribute~~the ~~our~~liquidation ~~products~~preference ~~effectively~~as orin ~~customers~~effect ~~may~~at ~~decide~~such ~~not~~time to(initially, ~~order~~$1,000 ~~our~~per ~~products~~share). InIf ~~either~~the ~~case,~~dividend ~~our~~is ~~sales~~not so declared and ~~revenues~~paid in cash, the liquidation preference will ~~suffer~~be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time.

~~Our~~ We ~~strategy~~may ~~requires~~redeem usthe topreferred ~~distribute our products and provide a significant amount of customer service and maintenance. To provide these services~~stock, ~~we have begun, and will need to continue, to develop a network of distribution and a staff of employees and independent contractors~~ in ~~each~~whole ofor ~~the areas~~ in ~~which~~part ~~we intend to operate. We cannot assure that we will be able to organize and manage this network~~ on a ~~cost-effective~~pro rata basis, if at ~~all.~~any Iftime wein ~~cannot~~our ~~effectively~~sole ~~organize~~discretion ~~and~~by ~~manage~~paying ~~this network, then it may be difficult for us~~ to ~~provide~~the ~~competitive~~holders ~~service~~thereof ~~and support to our customers,~~ in ~~which~~cash ~~case~~an ~~customers~~amount ~~may~~equal ~~be unable, or decide not,~~ to ~~order~~the ~~our~~liquidation ~~products,~~preference ~~which~~(including ~~could~~any ~~have~~accrued aand ~~material~~accumulated ~~adverse~~dividends) in effect onat ~~our~~the ~~business,~~time ~~financial condition and results~~ of ~~operations~~redemption.

In The ~~addition,~~preferred ~~governmental~~stock ~~mandates~~will ~~related~~rank senior to ~~the~~our ~~COVID-19~~common ~~pandemic — among~~stock and any other ~~dynamics~~class —of ~~have~~capital ~~negatively~~stock ~~impacted,~~we issue in the future with respect to dividend rights and ~~may~~distribution ~~continue~~rights upon our liquidation, winding-up or dissolution or upon certain Deemed Liquidation Events (as defined in the form of certificate of designation relating to ~~impact~~the preferred stock attached hereto as Exhibit 3.2, ~~personnel~~the ~~and~~“Certificate ~~operations~~of atDesignation”). ~~third~~See ~~party~~“Description ~~manufacturing~~of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.

16 Warrants

Each warrant entitles the holder to purchase shares of common stock at an exercise price of $ per share, subject to adjustment. The warrants will be immediately exercisable and will expire five years from the date of issuance. The warrants will be exercisable for cash or, solely during any period when there is no effective registration statement registering the shares issuable upon exercise of the warrants, holders may exercise their warrants on a cashless basis. See “Description of Capital Stock — Warrants Included in Units Issuable in Rights Offering” for more information.

Basic Subscription Right

The basic subscription right will entitle you to purchase one (1) Unit at a subscription price of $1,000 per Unit. You may exercise your basic subscription right for some or all of your subscription rights, or you

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~~and~~ may ~~component~~choose ~~part~~not ~~supplier~~to ~~facilities~~exercise inyour ~~the~~subscription ~~United~~rights. ~~States~~If ~~and~~you ~~around~~choose ~~the~~to ~~world,~~exercise ~~creating~~your ~~logistics and supply~~subscription ~~chain~~rights, ~~bottlenecks~~there ~~across~~is ~~many~~no ~~industries.~~minimum ~~These~~number ~~disruptions have adversely impacted the availability and cost~~ of ~~raw~~Units ~~materials~~you ~~and~~must ~~component parts~~purchase. ~~For~~We ~~example,~~are ~~various~~distributing ~~electronic~~basic ~~components~~subscription ~~and~~rights ~~semi-conductor~~to ~~chips~~purchase ~~have~~an ~~become~~aggregate ~~increasingly~~of ~~difficult to source~~36, ~~and when available~~959,459 Units, ~~may~~but beare ~~subject~~only toselling ~~substantially~~10,000 ~~longer~~Units ~~lead~~in ~~times~~the ~~and~~rights ~~higher costs than historically applicable~~offering. ~~While~~In ~~we have achieved improvements in our third-party manufacturing output since our commercial launch of Pūrgo at~~ the ~~end~~event ofthat the ~~third~~rights ~~quarter~~offering inis ~~2021~~over-subscribed, werights ~~expect~~holders ~~these~~will ~~ongoing~~be ~~global~~entitled ~~logistics and supply chain bottlenecks and component shortages may adversely impact our ability~~ to ~~source~~their ~~component~~pro rata ~~parts~~portion atof ~~favorable~~the ~~prices (if at all) and may result in delays in, or reduced output from, our third-party manufacturing activities~~Units. ~~Higher component costs and/or delays in our ability to manufacture and distribute Pūrgo and Pūrgo Lift could have a material adverse effect on our sales, revenues, and results of operations.~~

We Over-Subscription ~~expect~~Privilege ~~to incur future losses through at least the year ending December 31, 2022 and cannot be certain that our Company will become profitable.~~

We If ~~have~~you ~~incurred~~fully ~~operating~~exercise ~~losses~~your ~~each~~basic ~~year~~subscription ~~since~~right, ~~our~~you ~~inception~~may ~~and~~also ~~have~~choose ~~only~~to ~~begun~~exercise an over-subscription privilege to ~~recognize~~purchase ~~revenue~~additional ~~starting~~Units in ~~July 2021~~the offering. ~~These~~You ~~losses~~will ~~are~~only ~~expected~~be able to ~~continue~~actually ~~through~~purchase atadditional ~~least~~Units ~~the~~pursuant ~~year~~to ~~ending~~your ~~December 31,~~over-subscription ~~2022,~~privilege ~~notwithstanding~~if ~~that~~other weeligible ~~have~~holders ~~begun~~do tonot ~~generate~~fully ~~revenue,~~exercise ~~because~~their webasic ~~plan~~subscription torights ~~continue~~and tothere ~~make~~are ~~significant~~Units ~~investments~~that toremain ~~develop~~unsubscribed ~~and~~at ~~market~~the ~~our~~expiration ~~products~~of ~~and~~the torights ~~establish~~offering. ~~our~~In ~~consumables~~the ~~and~~event ~~service~~that ~~business.~~holders Weexercise ~~cannot~~their beover-subscription ~~certain~~privilege such that wethe ~~will~~rights ~~ever~~offering ~~achieve~~is orover-subscribed, ~~sustain~~rights ~~profitability.~~holders Ifthat wehave ~~continue~~elected to ~~incur~~exercise ~~operating~~their ~~losses~~over-subscription ~~for~~privilege awill ~~period~~be ~~longer~~entitled ~~than~~to ~~expected,~~their orpro rata inportion anof ~~amount~~the ~~greater~~remaining ~~than~~Units. ~~expected,~~See we“Rights ~~may~~Offering — Over-Subscription bePrivilege” ~~unable~~for tomore ~~continue our operations~~information.

We Limitation ~~may~~of ~~not~~the bePurchase ~~successful~~of inUnits ~~implementing our proposed business strategy to achieve our expected revenue growth or effectively manage growth.~~

~~The~~ To ~~Company~~protect ~~began~~our ~~recognizing~~ability ~~revenues~~to asuse our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of ~~July 2021.~~Units Inany person or entity, together with related persons or entities, may purchase pursuant to the ~~future~~exercise of basic or over-subscription privileges, ~~even~~where ifsuch purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our ~~revenues~~issued ~~increase~~and outstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our board of directors to acquire, own or control such shares of common stock. Amin J. Khoury and Foundry Group Next, L.P. have both obtained this waiver from our ~~rate~~board of ~~growth~~directors. Our board of directors may ~~decline~~grant waivers to other major shareholders that currently own more than 4.99% Inof ~~any~~our ~~event,~~outstanding weshares ~~will~~of ~~not~~common bestock. ~~able~~It is possible that the issuance of any units to ~~grow~~any such persons or entities, or the exercise of warrants included as ~~rapidly~~part of the units by any such persons or atentities, ~~all~~may ifresult in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Internal Revenue Code (the “Code”), which may significantly limit the amount of net operating losses (“NOLs”) and credits we docould ~~not:~~utilize to offset our taxable income in any single year.

Record Date

, 2023.

Expiration Date of the Rights Offering

5:00 p.m., Eastern Time, on , 2023, unless extended for additional periods (not to exceed 45 days) in our sole discretion.

Subscription Price

$1,000 per Unit, payable in cash. To be effective, any payment related to the exercise of a right must clear prior to the expiration date of the rights offering.

Procedure for Exercising Subscription Rights

To exercise your subscription rights, you must take the following steps:

•

~~successfully~~ If ~~establish~~you are a record holder, as of the Record Date, of our ~~technology~~common stock or the Participating Warrant, you must deliver payment and ~~brand;~~a properly completed subscription rights certificate to the subscription agent to be received before 5:00 p.m., Eastern Time, on , 2023. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested.

•

establish a commercial footprint;

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•

~~accelerate~~ If ~~development~~as of ~~prototypes~~the ~~and~~Record ~~market~~Date ~~introduction~~you are a beneficial owner of shares of our ~~devices~~common ~~and~~stock that are registered in the name of a broker, dealer, bank or other ~~novel~~nominee, ~~applications~~you should instruct your broker, dealer, bank or other nominee to exercise your subscription rights on your behalf. Please follow the instructions of ~~our~~your ~~proprietary~~nominee, ~~SteriDuct~~who ~~technology;~~may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on , 2023.

See the section titled “Rights Offering” for more information.

Payment Adjustments

If you send a payment that is insufficient to purchase the number of Units requested, or if the number of Units requested is not specified in the subscription rights certificate, the payment received will be applied to exercise subscription rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your subscription rights, including any over-subscription privilege exercised and permitted, the excess will be returned to you promptly in cash. You will not receive interest or a deduction on any payments refunded to you under the rights offering.

Delivery of Securities

As soon as practicable after the expiration of the rights offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, we expect to close on subscriptions and for the subscription agent to arrange for the issuance of the shares of preferred stock and warrants purchased pursuant to the rights offering. All shares of preferred stock and warrants that are purchased in the rights offering will be issued in book-entry, or uncertificated, form, meaning that you will receive a direct registration account statement (a “DRS”) from our transfer agent reflecting ownership of these securities if you are a holder of record. If you currently hold your securities in the name of a bank, broker, dealer, or other nominee, the Depository Trust Company (“DTC”) will credit your account with your nominee with the securities you purchased in the rights offering.

No Revocation

Except as described below, all exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights.

Use of Proceeds

We are conducting the rights offering for funding working capital and for general corporate purposes. See “Use of Proceeds” for a more detailed description of the intended use of proceeds from the rights offering.

Non-Transferability of Rights

The subscription rights granted to you may be exercised only by you, and, therefore, you may not sell, transfer or assign your subscription rights to anyone else.

Extension, Amendment, Termination and Conditions

Although we do not presently intend to do so, we may extend the rights offering for additional time in our sole discretion for any reason for additional periods, not to exceed 45 days. For example, we may decide that changes in the market price of our common stock warrant an extension, or we may decide that the degree of stockholder participation in the rights offering is less than the level we desire. In the event that we decide to extend the rights offering and you have already exercised your subscription rights, your subscription payment will remain with the subscription agent until such time as the rights offering closes or is terminated. We also reserve the right to amend or modify the terms of the rights offering, including increasing or decreasing the size of the rights offering, as appropriate.

Our board of directors may also for any reason decide to terminate the rights offering at any time before the expiration of the rights offering. The rights offering is subject to the following conditions unless waived by our board of directors:

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•

~~capitalize~~ we onreceive ~~our~~minimum ~~collaboration~~gross ~~with~~proceeds ~~experts~~of inat ~~aerospace~~least $10 million through the rights offering, such amount subject to increase by our board of directors;

•

~~explore~~ we ~~opportunities~~reach ~~for~~an ~~collaboration~~agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), to restructure our indebtedness on terms acceptable to us; orand

•

~~identify~~ we ~~opportunities~~renegotiate or otherwise reach a settlement with respect to ~~establish~~a ~~industry~~legacy ~~leadership~~building ~~domestically~~lease ~~and~~on ~~internationally.~~terms acceptable to us.

We See ~~cannot~~“Recent ~~assure~~Developments” ~~you~~for ~~that~~a wedescription ~~will~~of berecent ~~able~~developments related to ~~meet~~ these ~~objectives~~conditions. ~~As we grow, we expect to invest substantial financial and other resources to:~~

In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be returned, without interest or deduction, as soon as practicable.

If we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the registration statement of which this prospectus forms a part, (ii) offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder or eligible warrant holder (without interest or deduction), and (iii) recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC.

Subscription Agent and Information Agent

Computershare will serve as our subscription agent for the rights offering and Georgeson will serve as the information agent for the rights offering.

U.S. Federal Income Tax Considerations

Although the authorities governing transactions such as the rights offering are complex and unclear in certain respects, we believe and intend to take the position that the distribution of subscription rights to you with respect to your shares of our common stock should generally be treated, for U.S. federal income tax purposes, as a non-taxable distribution. See the section of this prospectus titled “U.S. Federal Income Tax Considerations” for more information. You should consult your tax advisor as to the particular consequences to you of the rights offering.

Shares To Be Outstanding Immediately After the Rights Offering

As of August 9, 2023, 34,654,459 shares of our common stock were issued and outstanding. Assuming no additional shares of capital stock are issued by us prior to the expiration of the rights offering, and assuming the rights offering is fully subscribed, we will have 34,654,459 shares of common stock, 10,000 shares of preferred stock, and warrants to purchase additional shares of our common stock issued and outstanding upon the consummation of the rights offering.

The number of shares of our common stock outstanding prior to and immediately after this rights offering, as set forth above, excludes the following potentially dilutive securities as of August 11, 2023:

•

~~expand~~ 13,180,000 ~~into~~shares ~~non~~of our common stock issuable upon the exercise of (i) a warrant to purchase up to 1,500,000 shares of our common stock at an exercise price of $2.00 per share, initially issued on June 29, 2022 (the “2022 Warrant), (ii) a series A warrant to purchase up to 3,125,000 shares of our common stock at an exercise price of $1.60, issued on May 5, 2023 (the “Series A Warrant”), (iii) a series B warrant to purchase up to 6,250,000 shares of our common stock at an exercise price of $1.84, issued on May 5, 2023 (the “Series B Warrant”), and (iv) a pre-~~medical~~funded ~~markets~~warrant to purchase up to 2,305,000 shares of our common stock (after giving effect to a partial exercise of such aswarrant) ~~schools~~with a purchase price of $1.59 and a nominal exercise price, ~~long~~issued on May 5, 2023 (the “Pre-~~term~~Funded ~~care~~Warrant” ~~facilities~~or the “Participating Warrant”) and, collectively with the ~~aviation~~2022 Warrant, the Series A Warrant and ~~HVAC~~the ~~industries~~Series B Warrant, the “PIPE Warrants”)(the exercise price of the 2022 Warrant, the Series A Warrant and the Series B Warrant may need to be adjusted as a result of the issuance of the preferred stock and the warrants in the rights offering, depending on the final pricing terms); and

•

~~support~~ 1,946,615 ~~the~~shares ~~development~~ of aour ~~team~~common ofstock ~~senior~~that ~~sales~~remain ~~associates;~~available for future issuance under our 2021 Incentive Award Plan, Director Deferred Compensation Plan and Employee Stock Purchase Plan.

•

accelerate our development of complementary devices; and

•7

incur general administration, including legal, accounting and other compliance, expenses related to being a public company.

Our planned growth will place significant demands on our management and on our operational and financial resources. We have hired and expect to continue hiring additional personnel to support our planned growth. Our organizational structure will become more complex as we add staff, and we will need to improve our operational, legal, financial and management controls as well as our reporting systems and procedures. We will require significant capital expenditures and the investment of valuable management resources to grow and develop in these areas. A failure to manage our growth effectively could materially and adversely affect

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~~our~~ Risk ~~ability~~Factors ~~to market our products, which could have a material adverse effect on our business, financial condition and results of operations.~~

We Investing ~~depend~~in our securities involves a high degree of risk. You should carefully read and consider the information in this prospectus set forth under the heading “Risk Factors” and all other information set forth in this prospectus and the documents incorporated herein by reference before deciding to participate in the rights offering. In particular, there can be no assurance that this rights offering will be successful, that the Company could obtain funds from other sources, that the Company will reach an agreement with SVB to restructure its debt under the senior term loan and the mezzanine loan, on ~~sales~~acceptable terms, that the Company will reach an agreement with its subsidiary’s landlord on acceptable terms, or that any cost-cutting measures of the Company will be sufficient to continue operations. If the Company cannot achieve any of the foregoing, the Company will not be able to continue as a ~~single~~going ~~product~~concern ~~for~~and ~~our~~will ~~future~~need ~~growth~~to explore restructuring and reorganization initiatives.

We Dividend ~~are~~Policy currently in the commercialization phase of our principal product, the Pūrgo device. We will depend for our growth on the success of this product. We cannot guarantee that our rollout of this product will be successful or that we will be able to increase sales of our Pūrgo device. In the year ended December 31, 2021, we generated sales of approximately $0.6 million of the Pūrgo device and, while we intend to promote sales of this product during 2022 and beyond, we cannot guarantee that we will succeed in these efforts. In addition, we may not be successful in developing or acquiring additional products. Any failure to expand sales of our Pūrgo device, or any failure to obtain market acceptance of our product, would have a material adverse effect on our business, financial condition, and results of operations.

We ~~are~~have ~~subject~~not paid any cash dividends on our shares of common stock to ~~continuing~~date. ~~regulation~~The bypayment of cash dividends in the ~~FDA,~~future will be dependent upon our revenues and earnings, if weany, ~~fail~~capital requirements and general financial condition and will be declared at the discretion of our board of directors. It is the current intention of our board of directors to ~~comply~~retain ~~with~~all ~~regulations~~earnings, ~~including~~if ~~FDA~~any, ~~and~~for ~~other~~use ~~state~~in ~~regulations~~our business operations and, accordingly, our ~~business~~board ~~could~~of ~~suffer~~directors does not anticipate declaring any dividends on our shares of common stock in the foreseeable future.

We The ~~and~~terms ~~any~~of ~~contract~~the ~~manufacturers~~preferred westock ~~engage~~being ~~with~~offered tohereby ~~produce~~as ~~our~~part ~~Pūrgo~~of ~~device~~the ~~are~~Units ~~subject~~include toa ~~FDA~~12% ~~regulatory~~dividend ~~requirements~~which, ~~which~~if ~~include~~not ~~quality~~declared ~~system~~by ~~regulations~~our ~~related~~board ~~to the manufacture~~ of ~~our~~directors ~~devices, labeling regulations~~ and ~~medical~~paid ~~device~~in ~~reporting~~cash ~~(“MDR”) regulations. The MDR regulations require us~~ to ~~report to~~ the ~~FDA~~holders ~~if we become aware~~ of ~~information that reasonably suggests~~ the ~~Pūrgo~~preferred ~~device may have caused or contributed to a death or serious injury~~stock, orwill ~~has~~accrue ~~malfunctioned~~ and ~~the~~accumulate ~~device or a similar device we market would likely cause or contribute~~ to athe ~~death~~liquidation orpreference ~~serious~~of ~~injury if~~ the ~~malfunction~~preferred ~~were to recur~~stock. WeThe ~~must~~terms ~~report~~of ~~corrections~~the ~~and~~preferred ~~removals~~stock toprovide ~~the~~that ~~FDA~~cash ~~where~~dividends ~~the~~on ~~correction~~such orshares ~~removal~~will ~~was~~be ~~initiated~~entitled to ~~reduce~~be apaid ~~risk~~prior to ~~health~~any ~~posed~~cash bydividend ~~the~~paid ~~Pūrgo device or~~ to ~~remedy a violation of~~ the ~~Federal~~holders ~~Food, Drug, and Cosmetic Act (the “FDCA”) caused by the device that may present a risk to health, and maintain records~~ of ~~other~~our ~~corrections~~common ~~or removals~~stock.

~~The~~ Market ~~manufacturing process~~ for a medical device like Pūrgo is subject to FDA regulations. Suppliers and manufacturers must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory standards, such as FDA’s quality system regulations. Although our ~~agreements~~Common ~~with~~Stock our contract manufacturers require them to perform according to FDA quality system requirements, any of our suppliers or manufacturers could fail to comply with such requirements or to perform their obligations to us in relation to quality or otherwise. Under these circumstances, we may choose or be forced to enter into an agreement with another third-party manufacturer, which we may not be able to do on reasonable terms, if at all. If we are required to change manufacturers for any reason, we must verify that the new manufacturer maintains facilities and procedures that comply with applicable quality standards and regulations. The delays associated with the qualification of a new contract manufacturer could negatively affect our ability to produce our products in a timely manner or within budget.

~~The~~ Our ~~FDA~~common ~~regulates~~stock ~~promotion,~~is ~~advertising~~listed ~~and~~on ~~claims~~the ~~made~~Nasdaq ~~with~~Capital ~~respect~~Market tounder ~~FDA-regulated~~the ~~medical~~symbol ~~devices, including Pūrgo~~“MKUL.” ~~Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties.~~

~~The~~ Market ~~FDA~~for ~~and~~Preferred ~~state~~Stock ~~authorities have broad enforcement powers. We~~ and ~~our~~Warrants contract manufacturers are subject to ongoing inspection by regulatory authorities from time to time. Our or our contract manufacturer’s failure to comply with applicable regulatory requirements could result in enforcement actions by the FDA or state agencies, which may include any of the following sanctions:

There is no established trading market for the preferred stock and for the warrants, and we do not expect a market to develop for such securities. We do not intend to apply for listing of the preferred stock or the warrants on any securities exchange or recognized trading system.

Warrant Agent, Transfer Agent and Registrar

Computershare Trust Company, N.A.

Questions

If you have any questions about the rights offering, please contact the information agent, Georgeson, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511.

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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

The following are examples of what we anticipate may be common questions about the rights offering. The answers are based on selected information included elsewhere in this prospectus or the documents incorporated by reference herein. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, the securities offered hereby, and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.

Why are we conducting the rights offering?

We are conducting the offering to raise capital that we need for working capital and general corporate purposes to continue operations

What is the rights offering?

We are distributing to holders of our common stock and the Participating Warrant, at no charge, non-transferable subscription rights to purchase Units. On the Record Date, , 2023, you will receive one (1) subscription right for each whole share of common stock that you own, or that is issuable upon exercise of the Participating Warrant, as of 4:00 p.m., Eastern Time, on , 2023. Each subscription right will entitle the holder to a basic subscription right and an over-subscription privilege.

What is a Unit?

Each Unit consists of one (1) share of preferred stock and a warrant to purchase shares of common stock and has a subscription price of $1,000 per Unit. We do not intend to issue fractional Units. The shares of preferred stock and warrants that comprise each Unit are immediately separable and will be issued separately in this rights offering. However, they may only be purchased as a Unit, and the Units will not trade as a separate security.

What is the basic subscription right?

Each basic subscription right will entitle you to purchase one (1) Unit at the subscription price. For example, if you own 100 shares of common stock on the Record Date, you will receive 100 subscription rights to purchase 100 Units, comprised of an aggregate of 100 shares of our preferred stock and warrants to purchase shares of our common stock for a total payment of $100,000. You may exercise all or a portion of your basic subscription right or you may choose not to exercise any basic subscription right at all.

If you choose to exercise your subscription rights, there is no minimum number of Units you must purchase. We are distributing basic subscription rights to purchase an aggregate of 36,959,459 Units, but are only selling 10,000 Units in the rights offering. In the event that the rights offering is over-subscribed, rights holders will be entitled to their pro rata portion of the Units. If enough Units are available, we will seek to honor your basic subscription right in full. If basic subscription rights requests exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the basic subscription rights in proportion to the number of shares of our common stock each of those rights holders own or are deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right. If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription right, then such record holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising the basic subscription right on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.

If you are a record holder of our common stock or the Participating Warrant, the number of Units you may purchase pursuant to your basic subscription right is indicated on the subscription rights certificate.

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If you hold our common stock in the name of a broker, dealer, bank, or other nominee who uses the services of DTC you will not receive a subscription rights certificate. Instead, DTC will issue your subscription rights to your nominee record holder for each share of our common stock that you own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

What is the over-subscription privilege?

If you exercise your basic subscription right in full, you may also choose to exercise your over-subscription privilege to purchase a portion of the Units that the other rights holders do not purchase through the exercise of their basic subscription right. You should indicate on your subscription rights certificate, or the form provided by your nominee if you hold our common stock in the name of a nominee, the number of additional Units you would like to apply to purchase pursuant to your over-subscription privilege.

If enough Units are available, we will seek to honor your over-subscription request in full. If over-subscription requests exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those rights holders own or are deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the over-subscription privilege. If this pro-rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the over-subscription privilege, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.

To properly exercise your over-subscription privilege, you must deliver to the subscription agent the subscription payment related to your over-subscription privilege before the rights offering expires. See “Rights Offering — Over-Subscription Privilege.” To the extent you properly exercise your over-subscription privilege for a number of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payments will be returned to you as soon as practicable after the expiration of the rights offering, without interest or deduction.

Our subscription agent for the rights offering will determine the over-subscription allocation based on the formula described above.

Are there any limits on the number of Units I may purchase in the rights offering or own as a result of the rights offering?

To protect our ability to use our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of Units any person or entity, together with related persons or entities, may purchase pursuant to the exercise of basic or over-subscription privileges, where such purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our issued and outstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our board of directors to acquire, own or control such shares of common stock. Amin J. Khoury and Foundry Group Next, L.P. have both obtained this waiver from our board of directors. Our board of directors may grant waivers to other major shareholders that currently own more than 4.99% of our outstanding shares of common stock. It is possible that the issuance of any units to any such persons or entities, or the exercise of the warrants issued as part of the units by any such persons or entities, may result in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Code, which may significantly limit the amount of NOLs and credits we could utilize to offset our taxable income in any single year.

May the subscription rights that I exercise be reduced for any reason?

Yes. While we are distributing to holders of our common stock and the Participating Warrant one (1) subscription right for every share of common stock owned or deemed to be owned, or every share

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of common stock issuable upon exercise of the Participating Warrant, on the Record Date, we are only seeking to raise $10 million in gross proceeds in this rights offering. As a result, based on 34,654,459 shares of common stock outstanding and 2,305,000 shares of common stock issuable upon exercise of the Participating Warrant as of August 9, 2023, and assuming we do not issue additional shares of common stock, we would grant subscription rights to acquire 36,959,459 Units but will only accept subscriptions for 10,000 Units. Accordingly, enough Units may not be available to honor your subscription in full. If exercises of basic subscription rights exceed the number of Units available in the rights offering, we will allocate the available Units pro rata among the holders exercising the basic subscription rights in proportion to the number of shares of our common stock each of those holders owned or deemed to be owned on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right.

If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription rights, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising their basic subscription rights on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. Please also see the discussion under “Rights Offering — Over-Subscription Privilege” for a description of potential proration as to the over-subscription privilege.

We may, in the sole discretion of our board of directors, increase the amount of gross proceeds to be raised in the rights offering by up to 20% and accordingly increase the amount of Units issuable in the rights offering, which could result in gross proceeds of up to $12 million.

If for any reason the number of Units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.

What are the terms of the preferred stock?

Each share of preferred stock will be convertible at the option of the holder, at any time, into the number of shares of our common stock determined by dividing (i) the $1,000 stated value per share of the preferred stock plus any accrued and accumulated dividends by (ii) the conversion price of $ , subject to adjustment.

On an annual basis, our board of directors may, at its sole discretion, cause a dividend with respect to the preferred shares to be paid in cash in an amount equal to 12% of the liquidation preference as in effect at such time (initially, $1,000 per share). If the dividend is not so declared and paid in cash, the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time.

We may redeem the preferred stock, in whole or in part on a pro rata basis, at any time in our sole discretion by paying to the holders thereof in cash an amount equal to the liquidation preference (including any accrued and accumulated dividends) in effect at the time of redemption. The preferred stock will rank senior, with respect to dividend rights, to our common stock and any other class of capital stock we issue in the future. See “Description of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.

Does the preferred stock have a liquidation preference over the common stock?

Yes, the preferred stock will rank senior to our common stock and any other class of capital stock we issue in the future with respect to distribution rights upon our liquidation, winding-up or dissolution or in the case of certain Deemed Liquidation Events (as defined in the Certificate of Designation). In any such event, the holders of preferred stock will be entitled to be paid, as applicable, out of the assets of the Company available for distribution to its stockholders or out of the consideration received by the Company for a Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by our board of directors), before any payment may be made to holders

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of our common stock by reason of their ownership thereof, an amount per share equal to the liquidation preference (including any accrued and accumulated dividends) in effect at that time. See “Description of Capital Stock — Preferred Stock Included in the Units Issuable in Rights Offering” for more information.

What are the terms of the warrants?

Are the shares of preferred stock or warrants listed?

There is no public trading market for the preferred stock or warrants and we do not expect that they will be listed for trading on the Nasdaq Capital Market or any other securities exchange or recognized trading system. The warrants will be issued in registered form under a warrant agent agreement with Computershare, as warrant agent.

Will fractional Units be issued upon exercise of subscription rights, or fractional shares of common stock be issued upon the conversion of the preferred stock or the exercise of warrants?

We do not intend to issue fractional Units, fractional shares of preferred stock or fractional shares of common stock upon conversion of the preferred stock or exercise of warrants issued in the rights offering.

In addition, no fractional shares of common stock will be issued as a result of the conversion of the preferred stock or the exercise of warrants. Instead, for any such fractional share of common stock that would otherwise have been issuable upon conversion of shares of preferred stock, we may, at our election, pay a cash payment equal to such fraction multiplied by the conversion price or round up to the next whole share, and for any such fractional share of common stock that would have otherwise been issued upon exercise of warrants, we will round up such fraction to the next whole share.

What effect will the rights offering have on our outstanding common stock?

On August 9, 2023, 34,654,459 shares of our common stock were outstanding. Assuming no additional shares of common stock are issued by us prior to the expiration of the rights offering, and assuming this rights offering is fully subscribed for gross proceeds of $10 million, approximately 34,654,459 shares of our common stock will be issued and outstanding, 10,000 shares of preferred stock will be issued and outstanding and convertible into an aggregate of shares of our common stock (subject to adjustment), warrants to purchase an additional shares of our common stock (subject to adjustment) will be outstanding and the PIPE Warrants to purchase 13,180,000 shares of our common stock will be outstanding. The exact number of shares of preferred stock and warrants that we will issue in this rights offering will depend on the number of Units that are subscribed for in the rights offering. See the section of this prospectus titled “Dilution” for more information.

How was the subscription price formula determined?

Our board of directors determined the subscription price taking into consideration, among other things, the following factors:

•

~~untitled~~ the ~~letters,~~current ~~warning~~and ~~letters,~~historical ~~fines,~~trading ~~injunctions,~~prices ~~consent~~of ~~decrees~~our ~~and~~common ~~civil~~stock ~~penalties~~on the Nasdaq Capital Market;

•

~~recall,~~ the ~~termination~~price ofat ~~distribution,~~which ~~administrative~~stockholders ~~detention,~~might ~~injunction~~be orwilling ~~seizure~~to ofparticipate ~~our~~in ~~Pūrgo~~the ~~device~~rights offering;

•

~~customer~~ the ~~notifications~~value orof ~~repair,~~the ~~replacement~~common orstock ~~refunds~~issuable upon conversion of the preferred stock being issued as a component of the Unit;

•

~~operating~~ the ~~restrictions~~value orof ~~partial~~the ~~suspension~~warrant orbeing ~~total~~issued ~~shutdown~~as a component of ~~production~~the Unit;

•12

refusing or delaying our requests for modifications to the Pūrgo device;

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•

~~withdrawing~~ our orneed ~~suspending~~for ~~clearance~~additional ~~that~~capital ~~has~~and ~~already been granted~~liquidity;

•

~~FDA~~ the ~~refusal~~cost toof ~~issue~~capital ~~certificates~~from ~~to foreign governments needed to export products for sale in~~ other ~~countries~~sources; and

•

~~criminal~~ comparable ~~prosecution~~precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the subscription price and the discount that the subscription price represented to the immediately prevailing closing prices for those offerings.

~~Any~~In ~~corrective~~conjunction ~~action~~with the review of these factors, ~~whether~~our ~~voluntary~~board orof ~~involuntary~~directors reviewed our history and prospects, asincluding ~~well~~our aspast ~~potentially~~and ~~defending~~present ~~ourselves~~earnings inand acash ~~lawsuit~~requirements, ~~will~~our ~~require~~prospects for the ~~dedication~~future, ofthe outlook for our ~~time~~industry and ~~capital,~~our ~~distract~~current ~~management~~financial ~~from~~condition. ~~operating~~Our board of directors believes that the subscription price should be designed to provide an incentive to our ~~business~~current stockholders to participate in the rights offering and ~~may~~exercise ~~harm~~their ~~our~~basic ~~reputation~~subscription right and ~~financial~~their ~~results~~over-subscription privilege.

~~Digital~~The ~~marketing~~subscription ~~and~~price ~~social~~does ~~media~~not ~~efforts~~necessarily ~~may~~bear ~~expose~~any usrelationship to ~~additional~~any ~~regulatory~~established ~~scrutiny,~~criteria ~~including~~for ~~from~~value. You should not consider the ~~Federal~~subscription ~~Trade~~price ~~Commission~~as (an indication of actual value of the ~~“FTC”)~~Company or our common stock. We cannot assure you that the market price of our common stock will not decline during or after the rights offering. You should obtain a current price quote for our common stock and ~~other~~perform ~~consumer~~an ~~protection~~independent ~~agencies~~assessment of our preferred stock and ~~regulators~~warrants before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.

InAm ~~addition~~I torequired ~~the laws and regulations enforced by the FDA, advertising for various services and for non-restricted medical devices is subject~~ to ~~federal~~exercise ~~truth-in-advertising~~all ~~laws enforced by the FTC, as well as comparable state consumer protection laws. Our efforts to promote medical device products via social media initiatives may subject us to additional scrutiny~~ of ~~our practices. For example,~~ the ~~FTC~~basic ~~and~~subscription ~~other~~right ~~consumer~~I ~~protection~~receive ~~agencies scrutinize all forms of advertising (whether~~ in digital or traditional formats) for business services, consumer-directed products, and non-restricted medical devices to ensure that advertisers are not making false, misleading or unsubstantiated claims or failing to disclose material relationships between the ~~advertiser~~rights ~~and~~offering? its products’ endorsers, among other potential issues. The FDA oversees the advertising and promotional labeling for restricted medical devices and ensures, among other things, that there is effective communication of, and a fair and balanced presentation of, the risks and benefits of such high-risk medical devices.

~~Under~~No. ~~the~~You ~~Federal~~may ~~Trade~~exercise ~~Commission~~any ~~Act~~number ~~(“FTC~~of ~~Act”),~~your ~~the~~basic ~~FTC~~subscription ~~is empowered~~rights, ~~among other things, to (a) prevent unfair methods of competition and unfair~~ or ~~deceptive~~you ~~acts~~may orchoose ~~practices~~not ~~in or affecting commerce; (b) seek monetary redress and other relief for conduct injurious~~ to ~~consumers;~~exercise ~~and~~any ~~(c) gather~~basic ~~and~~subscription ~~compile~~right. ~~information~~If ~~and~~you ~~conduct~~do ~~investigations~~not ~~relating~~exercise toany ~~the~~basic ~~organization,~~subscription ~~business~~right, ~~practices,~~the ~~and~~number ~~management~~ of ~~entities~~shares ~~engaged~~of inour ~~commerce.~~common ~~The~~stock ~~FTC~~you ~~has~~own ~~very~~will ~~broad~~not ~~enforcement~~change. ~~authority~~However, ~~and~~if ~~failure~~you tochoose ~~abide~~not byto ~~the~~exercise ~~substantive~~your ~~requirements~~basic ofsubscription ~~the~~right ~~FTC Act and other consumer protection laws can result~~ in ~~administrative or judicial penalties~~full, ~~including~~your ~~injunctions~~proportionate ~~affecting~~ownership ~~the~~interest ~~manner~~ in ~~which we would be able to market our products in~~ the ~~future,~~Company ~~or criminal prosecution. We plan to increase our advertising activities that~~ may ~~be subject to these federal and state truth-in-advertising laws~~decrease. ~~Any~~See ~~actual or perceived non-compliance with those laws could lead to an investigation by~~ the ~~FTC~~section orof athis ~~comparable~~prospectus ~~state~~titled ~~agency,~~“Dilution” orfor ~~could~~more ~~lead to allegations of misleading advertising by private plaintiffs~~information. ~~Any~~If ~~such~~you ~~action~~do ~~against~~not usexercise ~~could~~your ~~disrupt~~basic ~~our~~subscription ~~business~~right ~~operations,~~in ~~cause damage to our reputation~~full, ~~and~~you ~~result~~will innot abe ~~material~~entitled ~~adverse~~to ~~effect~~exercise onyour ~~our~~over-subscription ~~business~~privilege.

~~Our~~How ~~products~~soon ~~have~~must ~~not~~I ~~been~~act ~~proven~~ to ~~reduce~~exercise ~~the~~my ~~risk~~subscription ofrights? ~~COVID-19 transmission.~~

WeIf ~~expect~~you ~~that~~received ~~much~~a ofsubscription ~~the~~rights ~~demand~~certificate ~~for~~and ~~our~~elect ~~products will be based not only on their ability~~ to ~~reduce~~exercise ~~exposure~~any ofor ~~immunocompromised~~all ~~patients to airborne organisms that cause HAIs but also reduce the risk~~ of ~~COVID-19~~your ~~transmission.~~subscription ~~Since the beginning of the COVID-19 pandemic~~rights, ~~we have learned that~~ the ~~original~~subscription ~~SARS-CoV-2~~agent ~~strain~~must ~~can~~receive ~~mutate~~your ~~rapidly,~~completed and ~~these~~signed ~~mutant~~subscription ~~strains,~~rights ~~such~~certificate ~~as the Delta~~ and ~~Omicron~~payment ~~variants,~~for ~~continue~~both toyour ~~spread~~basic ~~throughout~~subscription ~~the~~right ~~global~~and ~~population.~~any ~~Accordingly,~~over-subscription ~~much~~privilege isyou ~~still~~elect ~~unknown~~to ~~about~~exercise ~~the~~before ~~manner in which bacteria and viruses, including~~ the ~~novel~~rights ~~coronavirus~~offering ~~underlying~~expires ~~COVID-19~~on , ~~and any mutation or variation thereof~~2023, ~~are~~at ~~transmitted among human beings~~5:00 p.m. ~~Current~~Eastern ~~studies have highlighted that COVID-19, like seasonal flu viruses and other pathogens (such as SARS and MERS), is transmitted by air predominantly through contact between an infected person and others~~Time. ~~While~~If weyou ~~have~~hold ~~proven~~your ~~that~~common ~~our~~stock ~~devices~~in ~~can~~the ~~eliminate~~name ~~99.99% (“4 Log”)~~ of ~~airborne~~a ~~pathogens~~broker, ~~in controlled laboratory environments~~dealer, ~~including~~custodian ~~a pathogen that is a surrogate for COVID-19~~bank, ~~we have not conducted any tests~~ or ~~studies~~other ~~regarding the ability of such devices to reduce the spread of COVID-19 and any mutation or variation thereof~~nominee, ~~and~~your ~~our~~nominee ~~devices~~ may ~~ultimately~~establish ~~not~~a ~~succeed~~deadline inbefore ~~reducing~~ the ~~spread~~expiration of ~~COVID-19~~the orrights ~~any~~offering ~~mutation~~by orwhich ~~variation~~you ~~thereof.~~must ~~Further,~~provide ~~additional~~it ~~research~~with ~~may~~your ~~determine~~instructions ~~that~~to ~~COVID-19~~exercise isyour ~~transmitted~~subscription ~~among~~rights, ~~human~~along ~~beings~~with ~~in other ways not known or fully understood. We expect demand for our products would be significantly less than anticipated if our products are not perceived as being effective at reducing~~ the ~~risk~~required ofsubscription ~~COVID-19 transmission or if COVID-19 is determined to spread in ways other than through airborne transmission~~payment.

19May I transfer my subscription rights?

No. The subscription rights may be exercised only by the eligible holders of our common stock and Participating Warrant to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, a subscription rights certificate may be completed only by the recipient of the subscription rights certificate. The subscription rights will not be listed for trading on any stock exchange or market.

Is the Company requiring a minimum subscription amount to complete the rights offering?

There is no minimum subscription amount from any individual holder of rights in order to participate in the rights offering. However, as a condition to closing, which may be waived by the Company’s board of directors in its discretion, the Company is requiring a minimum subscription amount of $10 million in the aggregate in order to complete the rights offering.

Is there any back-stop or standby purchase commitment in place to purchase Units that are not subscribed for in the rights offering?

No, there is no back-stop or standby purchase commitment in place to purchase Units that are not subscribed for in the rights offering.

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WeWhat ~~may~~are ~~face~~the ~~significant~~benefits ~~challenges in obtaining market acceptance~~ of ~~our~~the ~~products,~~rights ~~which~~offering? ~~could adversely affect our potential sales and revenues.~~

WeThe donet ~~not~~proceeds ~~yet~~obtained ~~have~~from anthe ~~established~~rights ~~market~~offering, orassuming ~~customer~~it ~~base~~is ~~for~~successfully ~~our~~consummated, ~~products.~~in ~~Acceptance~~conjunction ofwith ~~our products in~~ the ~~marketplace~~restructuring byof ~~both~~our ~~potential~~outstanding ~~users and potential purchasers~~indebtedness, ~~including~~will ~~hospitals,~~enable ~~schools,~~us ~~universities,~~to ~~commercial~~restructure ~~facilities,~~our ~~transportation~~capital ~~systems~~structure and ~~other~~position ~~healthcare~~us ~~and non-healthcare providers, is uncertain, and our failure~~ to ~~achieve~~execute ~~sufficient~~on ~~market acceptance will significantly limit~~ our ~~ability~~business toplan ~~generate revenue~~ and becontinue ~~profitable~~operations. ~~Market~~In ~~acceptance~~addition, ~~will~~the ~~require~~capital ~~substantial~~raised ~~marketing~~through ~~efforts and~~ the ~~expenditure~~rights ofoffering ~~significant~~may ~~funds~~facilitate byour usability to ~~inform~~pursue ~~hospitals,~~strategic ~~schools~~alternatives, ~~universities,~~including ~~commercial~~a ~~facilities,~~potential ~~transportation~~sale ~~systems, residential spaces and other health care and non-healthcare providers~~ of the ~~benefits of using our products~~Company. WeSome ~~may~~of ~~encounter~~the ~~significant~~net ~~clinical~~proceeds ~~and market resistance to our products, and our products~~ may ~~never~~also ~~achieve market acceptance. We may not~~ be ~~able~~used to ~~build~~manage ~~key relationships with physicians, education administrators~~ and ~~government~~help ~~agencies.~~alleviate ~~Product~~costs ~~orders~~associated ~~may~~with bedeveloping ~~cancelled or customers that are beginning to use~~ our products ~~may~~and ~~cease~~services, toconducting doresearch so and ~~customers~~development ~~expected~~and tofunding ~~begin~~operations. ~~using~~See ~~our~~“Use ~~products~~of ~~may not~~Proceeds.”

See “Risk Factors — Risks ~~that~~Related ~~may~~to ~~affect~~this ~~our~~Rights ~~ability~~Offering, the Preferred Stock, the Warrants and Our Common Stock — If the rights offering is not consummated or we are not able to ~~achieve~~obtain ~~acceptance~~alternative financing in the third quarter of 2023, we will not have funds to meet our ~~products~~working incapital requirements and to satisfy our repayment obligations under our debt agreements” and “Risk Factors — Risks Related to this Rights Offering, the ~~marketplace~~Preferred ~~include~~Stock, ~~but~~the ~~are~~Warrants ~~not~~and ~~limited~~Our Common Stock — Even if the rights offering is completed, we will require additional capital to ~~whether:~~fund our operations, and if we fail to obtain financing when needed or on acceptable terms, we will not be able to meet our working capital requirements or fund business operations.”

Is the rights offering subject to any conditions?

We may terminate the rights offering at any time and for any reason prior to the completion of the rights offering. If we terminate the rights offering, we will issue a press release notifying stockholders and the public of the termination. The rights offering is subject to the following conditions unless waived by our board of directors:

•

we receive minimum gross proceeds of at least $10 million through the rights offering, such ~~products~~amount ~~will~~subject beto ~~effective~~increase by our board of directors;

•

~~such~~ we ~~products~~reach ~~will~~an beagreement ~~cost-effective~~with SVB to restructure our indebtedness on terms acceptable to us, in the sole discretion of our board of directors; and

•

we ~~will~~renegotiate beor ~~able~~otherwise reach a settlement with respect to ~~demonstrate~~a ~~product~~legacy ~~safety,~~building ~~efficacy~~lease ~~and~~on ~~cost-effectiveness.~~terms acceptable to us.

~~Acceptance~~See of“Recent ~~our~~Developments” ~~products~~for ina ~~the~~discussion ~~marketplace~~of isrecent ~~also~~developments ~~uncertain,~~related ~~and our failure~~ to ~~achieve~~these ~~sufficient market acceptance and any inability to sell such products at competitive prices will limit our ability to generate revenue and be profitable~~conditions. Our products and technologies may not achieve expected reliability, performance and endurance standards. Our products and technologies may also not achieve market acceptance, including among hospitals, or may not be deemed suitable for other commercial applications.

WeIf ~~lack~~the ~~manufacturing~~rights ~~experience~~offering ~~and~~is ~~capabilities.~~not completed for any reason, will my subscription payment be refunded to me?

WeYes. doThe ~~not~~subscription ~~have~~agent ~~our~~will ~~own~~hold ~~manufacturing~~all ~~facilities~~funds orit ~~capabilities.~~receives Weuntil ~~have~~completion ~~engaged Mack Molding, an FDA-regulated subsidiary~~ of the ~~privately~~rights ~~held~~offering. ~~Mack~~If ~~Group, to manufacture~~ the ~~Pūrgo~~rights ~~device.~~offering ~~Although Mack Molding~~ is annot ~~experienced~~completed ~~contract~~for ~~manufacturer~~any ~~of medical devices~~reason, ~~there~~the ~~can~~subscription beagent nowill ~~assurance~~return ~~that~~promptly, ~~Mack~~without ~~Molding~~interest, ~~will~~all besubscription ~~able~~payments. toIf ~~continue~~you toown ~~manufacture~~common ~~our~~stock ~~products~~in ~~successfully,~~the ~~including~~name inof a ~~manner~~broker, ~~that~~dealer, ~~complies~~bank, ~~with~~or ~~regulatory~~other ~~requirements~~nominee, orit atmay atake ~~scale~~longer tofor ~~meet~~you ~~customer~~to ~~demand.~~receive ~~There~~your ~~also~~subscription ~~can~~payment bebecause nothe ~~assurance~~subscription ~~that~~agent wewill ~~would~~return bepayments ~~able~~through tothe ~~secure~~record ~~another~~holder ~~manufacturer~~of ~~for~~your ~~our~~shares ~~products~~of orcommon dostock. soWe onreserve ~~terms~~the ~~similar~~right to ~~those~~terminate ~~with~~the ~~Mack~~rights ~~Molding.~~offering ~~The~~at ~~inability~~any totime ~~have~~in our ~~products~~sole ~~manufactured~~discretion, inincluding aif, ~~timely~~due ~~manner~~to ~~could~~market ~~have~~conditions aor ~~material~~otherwise, ~~adverse~~our ~~effect~~board onof ~~our~~directors ~~business,~~deems ~~financial~~it ~~condition~~advisable ~~and~~not ~~results~~to ofproceed ~~operations~~with the rights offering.

WeHow ~~receive~~will athe ~~significant~~Company ~~portion~~be ofimpacted ~~our~~if ~~revenues from a small number of customers and~~ the ~~loss~~rights ~~of,~~offering oris ~~nonperformance~~not ~~by,~~completed? ~~one or more of our significant customers could adversely affect our business.~~

~~During~~We ~~the~~have ~~year~~significant ~~ended~~liabilities ~~December 31,~~and ~~2021,~~will ~~our~~need ~~largest~~to ~~and~~complete ~~second~~this ~~largest~~rights ~~customers~~offering ~~accounted~~or ~~for~~obtain ~~approximately~~funds ~~45%~~from ~~and~~other ~~12%~~sources ofin the ~~Company’s~~third ~~revenues,~~quarter ~~respectively.~~of ~~Our~~2023 ~~largest~~in ~~customer~~order into fund operations through the ~~2021~~balance ~~fiscal~~of ~~year~~2023 ~~was~~and ain ~~hospital~~2024. ~~deploying~~Such ~~100 units~~cash would also allow us to ~~address~~explore aand ~~variety~~take advantage of ~~clinical~~growth opportunities and ~~non-clinical~~identify ~~spaces.~~potential Asstrategic wepartnerships. ~~roll~~There ~~out~~can ~~the~~be ~~Pūrgo~~no ~~device~~assurance tothat athis ~~wider~~rights ~~group~~offering ofwill ~~potential~~be ~~customers~~successful, that we ~~expect~~will ~~our~~be ~~largest~~able ~~customers~~to ~~may~~obtain ~~vary~~funds from ~~period~~other tosources, ~~period.~~that ~~However,~~the asCompany wewill ~~continue~~reach an agreement with SVB to ~~market~~restructure ~~our~~its ~~products~~indebtedness ~~and~~under ~~seek~~the tosenior ~~develop~~term loan and ~~grow~~the ~~our~~mezzanine ~~customer~~loan ~~base,~~on ~~our~~acceptable ~~revenues~~terms and ~~results~~conditions, ofthat ~~operations~~the inCompany ~~any~~will ~~given~~be ~~period~~able ~~going~~to ~~forward~~reach ~~may~~an ~~materially~~agreement ~~rely~~with the landlord for its subsidiary’s legacy building lease on ~~one~~terms acceptable to us or athat ~~few~~any ~~significant~~cost-cutting ~~customers~~measures will be sufficient to continue operations. ~~The~~If ~~failure~~we ofcannot ~~such~~achieve ~~customer~~any orof ~~customers~~the toforegoing, ~~fulfill~~the ~~their~~Company ~~obligations~~will ~~under~~not ~~purchase~~be ~~commitments~~able ~~could~~to ~~result~~continue inas a ~~material~~going ~~reduction~~concern inand ~~our~~will ~~reported~~need ~~revenues~~to ~~and~~explore ~~results~~restructuring ofand ~~operations~~reorganization initiatives.

~~Our success may depend on our ability to protect our intellectual property.~~ 14

Our success may depend on our ability to obtain and maintain patent and trade secret protection. We rely on patents and scientific know-how to protect a significant part of our intellectual property and competitive position. Our patents may not afford meaningful protection for our technologies and products.

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~~Some~~See of“Risk ~~our~~Factors — Risks ~~patent~~Related ~~filings~~to ~~are~~this inRights anOffering, ~~early~~the ~~phase~~Preferred ~~and~~Stock, ~~may~~the ~~not~~Warrants beand ~~issued.~~Our ~~Further,~~Common ~~with~~Stock — If ~~respect~~the torights ~~our~~offering ~~existing~~is ~~patents~~not ~~and~~consummated ~~any~~or ~~future~~we ~~patents~~are ~~that~~not ~~may~~able beto ~~issued,~~obtain ~~there~~alternative ~~can~~financing bein nothe ~~assurance~~third ~~that~~quarter ~~the~~of ~~issued~~2023, ~~claims~~we will ~~provide~~not ~~any~~have ~~significant~~funds ~~protection~~to ~~against~~meet ~~competitive~~our ~~products~~working orcapital ~~otherwise~~requirements beand ~~valuable~~to ~~commercially.~~satisfy ~~Our~~our ~~competitors~~repayment ~~may~~obligations ~~develop~~under ~~technologies~~our ~~and~~debt ~~products~~agreements” ~~similar~~and to“Risk ~~our~~Factors — Risks ~~technologies~~Related ~~and~~to ~~products~~this ~~that~~Rights doOffering, ~~not~~the ~~infringe~~Preferred ~~upon~~Stock, ~~our~~the ~~patents.~~Warrants ~~Legal~~and ~~standards~~Our ~~relating~~Common toStock — Even if the ~~validity~~rights ofoffering ~~patents~~is ~~and~~completed, ~~the~~we ~~proper~~will ~~scope~~require ofadditional ~~their~~capital ~~claims,~~to ~~including~~fund inour ~~the~~operations, ~~medical~~and ~~device~~if ~~field,~~we ~~are~~fail ~~still~~to ~~evolving,~~obtain ~~and~~financing ~~there~~when isneeded ~~uncertainty~~or ~~regarding~~on ~~the~~acceptable ~~breadth~~terms, ofwe ~~claims~~will innot ~~medical~~be ~~device~~able ~~patents~~to ormeet ~~the~~our ~~effect~~working ofcapital ~~prior~~requirements ~~art~~or onfund ~~them~~business operations.”

WeWill ~~also rely on trade secrets to protect~~ our ~~technologies.~~directors However, trade secrets are difficult to protect. We require all of our employees to sign agreements that prohibit the improper use of our trade secrets or the disclosure of such to others, but we may be unable to determine if our employees have complied or will comply with their legal obligations under these agreements. We also require collaborators and ~~consultants~~executive toofficers ~~enter~~participate ~~into confidentiality agreements, but we may not be able to adequately protect our trade secrets or other proprietary information~~ in the ~~event~~rights ofoffering? any unauthorized use or disclosure or the lawful development by others of this information. Many of our employees and consultants were, and many of our consultants may currently be, parties to confidentiality agreements with other companies, and the use of our technologies could violate these agreements. In addition, third parties may independently discover our trade secrets or proprietary information.

To ~~date,~~the weextent ~~have~~they ~~primarily~~hold ~~used~~share ~~consultants~~of ~~and~~our ~~other~~common ~~contract~~stock ~~personnel~~as ~~for~~of ~~product~~the ~~development~~Record Date, our directors and ~~engineering,~~executive asofficers ~~well~~will asbe ~~for~~entitled ~~outsourced~~to ~~manufacturing~~participate ~~expertise.~~in ~~While~~the werights ~~believe~~offering on the ~~contracts~~same ~~underlying~~terms ~~these~~and ~~relationships~~conditions ~~adequately~~applicable ~~provide~~to ~~for~~other ~~the~~rights ~~protection~~holders. None of our ~~patents~~directors ~~and~~or ~~trade~~executive ~~secrets,~~officers ~~the~~has ~~use~~entered ofinto ~~such~~any ~~third-party~~binding ~~contracts~~commitment ~~heightens~~or ~~the~~agreement ~~risk~~to ofexercise ~~unauthorized~~subscription ~~use~~rights orreceived ~~theft~~in ofthe ~~our~~rights ~~intellectual~~offering. ~~property~~Amin J. IfKhoury, wethe ~~are~~Chairman ~~not~~of ~~able~~our toboard ~~obtain~~of ~~adequate~~directors ~~patent~~and ~~protection,~~one ~~enforce~~of our ~~intellectual~~co-founders, ~~property rights~~ and~~/or~~ ~~protect~~Foundry ~~our~~Group ~~trade~~Next, ~~secrets~~L.P., ~~our~~which ~~ability~~is toaffiliated ~~prevent~~with ~~competitors~~our ~~from~~director ~~making~~Brad Feld, ~~using~~have ~~and~~informed ~~selling~~us ~~competing~~of ~~products~~their ~~will~~interest bein ~~limited,~~participating ~~which~~in ~~could~~the ~~have~~rights aoffering; ~~material~~however, ~~adverse~~there ~~effect~~can onbe ~~our~~no ~~business,~~assurance ~~financial~~as ~~condition~~to orwhat ~~results~~extent ofthey ~~operations~~will participate, if at all.

~~Our~~Has ~~ability~~the toboard ~~expand~~of ~~our~~directors ~~product~~made ~~offerings and introduce additional products and services may be limited, which could have~~ a ~~material~~recommendation ~~adverse~~to ~~effect~~stockholders onregarding ~~our~~the ~~business,~~rights ~~financial~~offering? ~~condition and results of operations.~~

InNo. ~~July 2021,~~Our weboard ~~completed the development stage~~ of ~~our~~directors ~~first~~is ~~commercial~~not ~~air~~making ~~purification~~a ~~unit,~~recommendation ~~Pūrgo,~~regarding ~~for~~your ~~in-room~~exercise ~~applications and began commercial production and sales, and in February 2022, we debuted a prototype~~ of ~~Pūrgo~~the ~~Lift,~~subscription ~~an air purification device for elevators and other wall-mount applications~~rights. ~~There~~Rights ~~can~~holders bewho noexercise ~~assurance~~subscription ~~that~~rights we will beincur ~~successful~~investment inrisk ~~commercializing~~on ~~the~~new ~~Pūrgo~~money orinvested. ~~Pūrgo~~We ~~Lift~~cannot ~~devices~~predict orthe ~~developing~~price ~~any~~at ~~other~~which ~~products~~our orshares ~~applications~~ of ~~our~~common ~~proprietary~~stock ~~technology or that demand~~ will ~~develop~~trade ~~for~~during ~~such~~or inafter the ~~future~~rights offering. ~~Entry~~You ~~into~~should ~~new~~make ~~markets~~your ~~may~~decision ~~require~~based uson toyour ~~compete~~assessment ~~with~~of ~~new~~our ~~companies,~~business ~~cater to customer expectations~~ and ~~comply~~financial ~~with new complex regulations~~condition, ~~which may be unfamiliar. Accordingly, we could need to invest significant resources in market research, legal counsel and~~ our ~~organizational~~prospects ~~infrastructure, and a return on such investments may not be achieved~~ for ~~several years,~~the ~~if at all. Additionally~~future, ~~failure~~the toterms ~~comply~~of ~~with~~the ~~applicable~~rights ~~regulations~~offering orand tothe ~~obtain~~information ~~required~~contained ~~licenses could result~~ in ~~penalties~~this ~~or fines~~prospectus. ~~Further,~~See ~~we may fail in demonstrating~~ the ~~value~~section of ~~any~~this ~~new~~prospectus ~~value-added~~titled ~~product~~“Risk ~~to customers~~Factors,” ~~which~~and ~~would~~similarly ~~compromise~~titled ~~our~~sections ~~ability~~in tothe ~~successfully~~documents ~~create~~incorporated ~~new~~by ~~revenue~~reference ~~streams~~herein, orfor ~~receive~~discussion ~~returns in excess~~ of ~~investments.~~some ~~Any~~ of ~~these~~the risks, ifinvolved ~~realized,~~in ~~could~~investing ~~materially~~in ~~and adversely affect~~ our ~~business, financial condition and results of operations~~securities.

~~Quality~~How ~~problems~~do ~~with,~~I ~~and~~exercise ~~product~~my ~~liability~~subscription ~~claims~~rights? in connection with, our products could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts or costly settlements, and could have a material adverse effect on our business, financial condition and results of operations.

~~Quality~~If isyou ~~extremely~~hold ~~important~~your tocommon usstock ~~and~~in ~~our~~your ~~customers~~name ~~due to the serious~~ and ~~costly~~not ~~consequences~~through ofa ~~product~~broker, ~~failure~~dealer, ~~and~~bank, ~~our~~or ~~business~~other ~~exposes~~nominee uson tothe ~~potential~~Record ~~product~~Date ~~liability~~and ~~risks~~you ~~that~~wish ~~are~~to ~~inherent~~participate in the ~~design~~rights offering, ~~manufacture~~you ~~and~~must ~~marketing~~deliver ofa ~~medical~~properly ~~devices~~completed and ~~services.~~signed Insubscription ~~addition~~rights certificate, ~~our~~together ~~products~~with ~~may~~payment beof ~~used~~the insubscription ~~intensive~~price ~~care~~for ~~settings~~both ~~with~~your ~~immunocompromised~~basic subscription right and ~~seriously~~any ~~ill~~over-subscription ~~patients.~~privilege ~~Component~~you ~~failures~~elect to exercise, ~~manufacturing~~to ~~defects~~the orsubscription ~~design~~agent ~~flaws~~before ~~could~~5:00 p.m. ~~result~~Eastern inTime, anon , ~~unsafe~~2023. ~~condition~~If oryou ~~injury~~are ~~to,~~exercising oryour ~~death~~subscription ofrights through your broker, adealer, ~~patient~~bank, or other ~~user~~nominee, ofyou ~~our~~should ~~products.~~promptly ~~These~~contact ~~problems~~your ~~could~~broker, ~~lead~~dealer, ~~to the recall of~~bank, or ~~issuance~~other ofnominee aand ~~safety~~submit ~~alert~~your ~~relating~~subscription ~~to,~~documents ~~our~~and ~~products~~payment ~~and~~for ~~could~~the ~~result~~Units in ~~unfavorable~~accordance ~~judicial~~with ~~decisions~~the orinstructions ~~settlements~~and ~~arising~~within ~~out~~the oftime ~~product~~period ~~liability~~provided ~~claims~~by ~~and~~your ~~lawsuits~~broker, ~~including class actions~~dealer, ~~which~~bank ~~could~~or ~~negatively~~other ~~affect~~nominee. ~~our business,~~

What if my shares are held in “street name”?

If you hold your common stock in the name of a broker, dealer, bank, or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares of common stock that you own. Your nominee must exercise the subscription rights on your behalf. Therefore, you will need to have your nominee act for you.

If you wish to participate in this rights offering and purchase Units, please promptly contact your nominee. We will ask your nominee, who may be your broker, dealer, bank, or other nominee, to notify you of this rights offering.

What form of payment is required?

You must timely pay the full subscription price pursuant to the exercise of subscription rights by delivering to the subscription agent a personal check that clears before the expiration date or a wire transfer of immediately available funds.

Please note that funds paid by personal check may take at least five (5) business days to clear. If you decide to pay by means of a personal check, we urge you to make payment sufficiently in advance of the expiration date to ensure that the subscription agent receives cleared funds before that time.

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When will I receive my new shares of preferred stock and warrants?

The subscription agent will arrange for the issuance of the preferred stock and warrants as soon as practicable after the expiration of the rights offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected. All shares of preferred stock and warrants that you purchase in the rights offering will be issued in book-entry, or uncertificated form, meaning that you will receive a DRS from our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your shares of common stock in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the rights offering.

After I send in my payment and subscription rights certificate to the subscription agent, may I cancel my exercise of subscription rights?

No. Exercises of subscription rights are irrevocable unless the rights offering is terminated (in the sole discretion of our board of directors), even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to participate in the rights offering.

How much will the Company receive from the rights offering?

Assuming the rights offering is fully subscribed (and the number of Units permitted to be subscribed for is not increased by our board of directors as described herein), including any over-subscription privilege, we estimate that the net proceeds from the rights offering will be approximately $ million, after deducting estimated offering expenses payable by us, and excluding any proceeds received upon exercise of any warrants. If all warrants included in the Units are exercised for cash, we will receive an additional $ million.

Are there risks in exercising my subscription rights?

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves buying shares of our preferred stock and warrants to purchase our common stock and you should consider this investment as carefully as you would consider any other investment. We do not intend to list our preferred stock or the warrants on the Nasdaq Capital Market or on any other stock exchange or market, and no market for the preferred stock or the warrants exists. You should carefully consider the risks described under the heading “Risk Factors” and similarly titled sections in the documents incorporated by reference into this prospectus for a discussion of some of the risks involved in investing in our securities.

Can the board of directors terminate or extend the rights offering?

Yes. Our board of directors may decide to terminate the rights offering at any time and for any reason before the expiration of the rights offering. We also have the right to extend the rights offering for additional periods in our sole discretion for up to an additional 45 days. We do not presently intend to extend the rights offering. We will notify stockholders and the public if the rights offering is terminated or extended by issuing a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the rights offering. In the event that we decide to extend the rights offering and you have already exercised your subscription rights, your subscription payment will remain with the subscription agent until such time as the rights offering closes or is terminated.

Our board of directors also reserves the right to amend or modify the terms of the rights offering in its sole discretion, including, without limitation, in order to increase participation in, or increase or decrease the size of, the rights offering. Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated. If we should make any fundamental changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder (without interest) and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of the rights

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offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the rights offering and the new expiration date.

How do I exercise my subscription rights if I live outside the United States?

The subscription agent will hold subscription rights certificates for stockholders having addresses outside the United States. To exercise subscription rights, foreign stockholders must notify the subscription agent and timely follow other procedures described in the section entitled “Rights Offering — Foreign Stockholders.”

What fees or charges apply if I purchase Units?

We are not charging any fee or sales commission to issue subscription rights to you or to issue shares of preferred stock or warrants to you if you exercise your subscription rights. If you exercise your subscription rights through a nominee you are responsible for paying any fees your nominee may charge you.

What are the U.S. federal income tax consequences of exercising subscription rights?

The U.S. federal income tax consequences of the rights offering will depend on whether the rights offering is part of a “disproportionate distribution.” We intend to take the reporting position that the subscription rights issued to stockholders pursuant to the rights offering will not be a taxable distribution with respect to your existing common stock. The disproportionate distribution rules are complex, however, and their application is uncertain. The position we are taking is not binding on the Internal Revenue Service (“IRS”) or the courts and it is possible that the IRS could successfully challenge our reporting position and assert that the rights offering is a taxable distribution. You should consult your tax advisor as to the tax consequences of the rights offering in light of your particular circumstances. For a more detailed discussion, see “U.S. Federal Income Tax Considerations” on page 42.

To whom should I send my forms and payment?

If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription documents and subscription payment to that nominee in accordance with the instructions such nominee provides to you. If you are the record holder, then you should send your subscription documents, subscription rights certificate and subscription payment by registered mail, return receipt requested or courier service to:

	By Mail:			By Courier:
	Computershare Inc.			Computershare Inc.
	150 Royall Street, Suite V			150 Royall Street, Suite V
	Canton, Massachusetts 02021			Canton, Massachusetts 02021
	Attention: Molekule Rights Offer			Attention: Molekule Rights Offer

You are solely responsible for completing delivery, either directly (if you are a record holder) to the subscription agent of your subscription rights certificate and payment or through your nominee (if you are a beneficial holder), to the subscription agent of your subscription documents and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent.

If I hold preferred stock, how will I receive any dividends paid on the preferred stock?

Dividends on the preferred stock will be paid in cash, if declared by our board of directors (in its sole discretion) and paid out of funds legally available for such purpose, or if not so declared and paid in cash, then the liquidation preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference as in effect at such time (including any accrued and accumulated dividends).

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Whom should I contact if I have other questions?

If you have any questions about the rights offering, including questions about subscription procedures and requests for additional copies of this prospectus or other documents, please contact the information agent, Georgeson, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 or at the telephone number 888-607-6511.

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RECENT DEVELOPMENTS

Balance Sheet and Liquidity

As previously reported, for the six months ended June 30, 2023, the Company incurred a net loss of $34.9 million and its net cash used in operating activities was $27.3 million. In addition, at June 30, 2023, the Company’s accumulated deficit was $42.8 million and we had approximately $5.3 million of cash.

Notwithstanding the development of Molekule 360 hub (our indoor air quality management solution), integration of software and device technologies and satisfactory performance in our direct to consumer and retail revenues, revenues from our B2B channel have performed below the Company’s expectations and, as a result, the Company is reducing its cost base. Backlog and orders for our new indoor air quality solutions from enterprise and commercial customers have fallen below expectations, resulting in efforts to defer or reduce costs while the Company continues to build a market and demand for its indoor air quality B2B business.

Based on the current liquidity position of the Company and delays in its IoT cloud deployment independence and orders from the B2B business, our board of directors and management have been exploring, and are continuing to explore, various capital raising opportunities, including but not limited to this rights offering. Some or all of the net proceeds from any capital raise would be used to invest in cost reduction programs associated with our products and services, conducting research and development and funding operations. The Company is seeking to raise at least $10 million in gross proceeds in this rights offering.

The Company is currently in discussions with its principal lender, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), to restructure its indebtedness. As of June 30, 2023, we had $4.3 million outstanding under a senior term loan with SVB, accruing interest at 9.25%, and maturing in March 2028, and $30 million outstanding under a mezzanine loan with SVB, accruing interest at 14.25%, and maturing in March 2028. It is a condition to closing this rights offering that we reach an agreement with SVB to restructure our indebtedness. In addition, the Company’s subsidiary has a legacy building lease in a building which the Company is currently in the process of winding down. Since May 2023, payments for rent under this lease have been obtained by the landlord from the subsidiary’s previously posted cash letter of credit. That letter of credit will be depleted by approximately mid-September 2023. The Company, its subsidiary, and the landlord are in ongoing discussions concerning the termination of that legacy lease. It is a condition to closing this rights offering that we renegotiate the lease on terms acceptable to us.

The Company has the aforementioned and other significant liabilities and will need to complete this rights offering or obtain funds from other sources in the third quarter of 2023 in order to fund operations through the balance of 2023 and in 2024. Such funds would also afford the Company time to explore and take advantage of growth opportunities and identify potential strategic partnerships or effect the sale of the Company. There can be no assurance that this rights offering will be successful, that the Company’s subsidiary will reach a mutually acceptable termination agreement with its landlord on the legacy building lease, that the Company could obtain funds from other sources, that the Company will reach an agreement with SVB, on acceptable terms and conditions, or that any cost-cutting measures will be sufficient to continue operations. If the Company cannot achieve any of the foregoing, the Company will not be able to continue as a going concern and will need to continue to explore restructuring and reorganization initiatives.

Merger Agreement with Aura

On February 26, 2023, we entered into a merger agreement with Aura Smart Air Ltd. (“Aura”), a company organized under the laws of the State of Israel (the “Merger Agreement”).

As previously disclosed, on August 14, 2023, we informed Aura that we were terminating the Merger Agreement, in accordance with Section 8.02 and Section 8.01(c)(i) of the Merger Agreement. We believe that Aura has committed a material and incurable breach of Section 6.02 of the Merger Agreement such that we are entitled to terminate the Merger Agreement pursuant to Section 8.01(c)(i)(B) of the Merger Agreement. On August 14, 2023, Aura notified us that it disputed the termination of the Merger Agreement

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and believes that we have breached Section 6.09 of the Merger Agreement. We are highly confident that we are not in breach of the Merger Agreement.

Notwithstanding Molekule’s termination of the Merger Agreement for, among other things, Aura’s failure to operate its business in the ordinary course, we had intended to continue discussions with Aura regarding future sales, marketing and technology collaboration and had intended to continue discussions regarding the parties’ current arrangements in connection with, and certain disagreements under, the surviving stand-alone Technology Collaboration Agreement and Co-Distribution Agreement entered into contemporaneously with the Merger Agreement. However, on August 22, 2023, Aura publicly reported that it had received notice from its supplier that provides IoT connectivity services to Aura’s products that such supplier had unilaterally disconnected all Aura products from the supplier’s cloud services, so that the data from the sensors installed in Aura’s products are no longer being transferred to Aura and, as a result, cannot be displayed on Aura’s platform and application used by Aura’s end customers, as part of the product’s characteristics, and Aura has no possibility to control the characteristics of the various remote products. As a result, the Aura devices that Molekule sold and previously offered to sell through the Co-Distribution Agreement will no longer transmit data to or from Aura supplier’s cloud and thus will not have IoT functionality, including control and monitoring. Molekule’s legacy products do not depend on Aura’s supplier’s services and thus will not be impacted by such supplier’s suspension of Aura’s product IoT connectivity capabilities. The Company does not believe this will have a material adverse effect on its business. The Company continues to evaluate the impact of this development on its business..

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RISK FACTORS

Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors set forth below, the other information contained in this prospectus and any other risks described in our filings with the SEC, including but not limited to under the section entitled “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended or supplemented, including by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any of these risks could materially and adversely affect our business, financial condition, results of operations, liquidity and cash flows. In such a case, you may lose all or part of your investment. The risks described below and referenced above are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, results of operations, liquidity and cash flows. If any of the risks or uncertainties described in this prospectus, the documents incorporated by reference herein or our other SEC filings or any such additional risks and uncertainties actually occur, our business, financial condition or results of operations could be materially and adversely affected, which could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this prospectus, the documents incorporated by reference herein or our other SEC filings or presented elsewhere by management from time to time. In that case, the trading price of our common stock could decline and you could lose all or part of your investment. Please also see the section of this prospectus titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to this Rights Offering, the Preferred Stock, the Warrants and Our Common Stock

If the rights offering is not consummated or we are not able to obtain alternative financing in the third quarter of 2023, we will not have funds to meet our working capital requirements and to satisfy our repayment obligations under our debt agreements.

We have limited funds and are dependent upon the consummation of the rights offering to fund our working capital needs. If we fail to consummate this rights offering or obtain funds from other sources in the third quarter of 2023, we will not be able to continue as a going concern and will need to explore restructuring and reorganization initiatives.

Moreover, we are dependent upon the consummation of the rights offering to fulfill our obligations under our senior term loan and mezzanine term loan with SVB. As of June 30, 2023, we had $4.3 million outstanding under the senior term loan, accruing interest at 9.25%, and maturing in March 2028, and $30 million outstanding under the mezzanine loan, accruing interest at 14.25%, and maturing in March 2028. Both loan agreements require us to maintain a minimum cash balance of $2.0 million. We are also required to generate revenue of at least $50 million for the twelve months ended March 31, 2024. Non-compliance with this requirement may result in the debt maturity dates becoming accelerated. Management has been in discussions with SVB to restructure its indebtedness under these loan agreements. It is a condition to closing this rights offering that we reach an agreement with SVB to restructure our indebtedness. There can be no assurance, however, that such an agreement will be reached.

We incurred a net loss of $34,902,648 during the six months ended June 30, 2023 and net cash used in operating activities was $27,329,771 for the six months ended June 30, 2023. In addition, our accumulated deficit was $42,819,443 at June 30, 2023. If we do not consummate the rights offering, we could face a default and acceleration of our debt and other obligations.

There can be no assurance that this rights offering will be consummated. If we fail to consummate this rights offering, we will be forced to seek alternative sources of capital to support our business operations, which may not be available. Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuance of incentive awards under equity employee incentive plans, which may have additional dilutive effects to existing stockholders. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash

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~~financial~~expenses ~~condition~~in ~~and~~connection ~~results~~with ofcertain ~~operations.~~securities Inwe ~~particular,~~may aissue ~~material~~such ~~adverse~~as ~~event~~convertible ~~involving~~notes ~~one of our products could result in reduced market acceptance~~ and ~~demand~~warrants, ~~for~~which ~~all~~will ~~products~~adversely ~~offered~~impact ~~under~~ our ~~brand~~financial ~~and~~condition ~~could harm our reputation~~ and ~~ability~~results toof ~~market products in the future~~operations.

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~~Any~~We ~~product~~have ~~liability~~concluded ~~claim~~that ~~brought~~our ~~against~~recurring ~~us,~~losses ~~with~~from ~~or without merit~~operations, ~~could~~recurring becash ~~costly~~used toin ~~defend~~operating ~~and~~activities, ~~resolve.~~accumulated ~~Any of the foregoing problems~~deficit, ~~including~~expected ~~product~~working ~~liability~~capital ~~claims~~needs orto ~~product~~fund ~~recalls~~our incombined ~~the~~operations ~~future,~~and ~~regardless~~new ofdebt ~~their~~obligations ~~ultimate~~as ~~outcome,~~a ~~could~~result ~~harm~~of our ~~reputation~~merger ~~and~~with ~~have~~Molekule, aInc. ~~material~~in ~~adverse~~January 2023 ~~effect~~raise onsubstantial doubt about our ~~business,~~ability ~~financial~~to ~~condition~~continue ~~and~~as ~~results~~a ofgoing ~~operations~~concern.

We ~~have~~believe ~~limited~~that ~~experience~~our ~~selling~~existing ~~our~~cash ~~products~~and tocash ~~healthcare~~equivalents, ~~facilities~~together with the net proceeds of approximately $ million from this rights offering, assuming that the rights offering is consummated and wefully ~~might~~subscribed, bemay ~~unsuccessful~~not inenable ~~increasing~~us to fund our ~~sales~~operating expenses and capital expenditure requirements beyond 2024. Our future viability is dependent on our ability to raise additional capital to finance our operations in the future.

~~Our~~Accordingly, ~~business~~even ~~strategy~~if ~~depends~~the ~~largely~~rights onoffering ~~our~~is ~~ability~~completed, towe ~~sell~~will ~~our~~be ~~products~~required to ~~hospitals~~obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements or other ~~healthcare~~ ~~facilities~~sources. WeAdequate ~~have~~additional ~~limited~~financing ~~experience~~may ~~with~~not ~~respect~~be available to ~~sales~~us ~~and~~on ~~marketing~~acceptable terms, ~~and~~or at all. Although we have successfully raised capital in ~~particular~~the ~~marketing~~past, there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to ~~hospitals~~us ~~and~~to ~~healthcare~~fund ~~facilities~~continuing operations, if at all. If we ~~are~~fail ~~unsuccessful~~to atraise ~~manufacturing,~~capital ~~marketing~~as and ~~selling~~when ~~our products~~needed, ~~our~~we ~~business,~~will ~~financial~~not ~~condition~~be ~~and~~able ~~results~~to ofcontinue ~~operations~~as a going concern and will beneed ~~materially~~to ~~adversely~~explore ~~affected~~restructuring and reorganization initiatives.

~~Our~~The ~~results~~subscription ofprice ~~operations~~determined ~~could~~for bethis ~~negatively~~rights ~~impacted~~offering ifis wenot ~~are~~necessarily ~~unable~~an toindication ~~capitalize~~of onour ~~research and development spending~~value.

WeIn ~~have~~determining ~~and~~the ~~intend~~subscription toprice, ~~continue~~our toboard ~~spend~~of adirectors ~~significant~~considered ~~amount~~a number of ~~time~~factors, including, but not limited to, the current and ~~resources~~historical trading prices of our common stock on ~~research~~the ~~and~~Nasdaq ~~development~~Capital ~~projects~~Market; inthe ~~order~~price at which stockholders might be willing to ~~develop~~participate ~~and~~in ~~validate~~the ~~new~~rights offering; the value of the preferred stock (and ~~innovative~~the ~~products.~~common Westock ~~believe~~issuable ~~these~~upon ~~projects~~conversion ~~will~~thereof) ~~result~~being inissued as a component of the ~~commercialization~~Unit; the value of ~~new~~the ~~products~~warrant (and ~~will~~the ~~create~~common ~~additional~~stock ~~future~~issuable ~~sales.~~upon ~~However, factors~~exercise ~~including~~thereof) ~~regulatory~~being ~~delays,~~issued ~~safety~~as ~~concerns~~a orcomponent ~~patent~~of ~~disputes~~the ~~could~~Unit; ~~delay~~our need for additional capital and liquidity; the ~~introduction~~cost orof ~~marketing~~capital from other sources; and comparable precedent transactions, including the percentage of ~~new~~shares ~~products.~~offered, Wethe ~~may~~terms ~~experience~~of anthe ~~unfavorable~~subscription ~~impact~~rights onbeing ~~our~~offered, ~~business~~the subscription price and ~~financial~~the ~~condition~~discount ifthat wethe ~~are~~subscription ~~unable~~price represented to ~~capitalize~~the onimmediately ~~those~~prevailing ~~efforts~~closing toprices ~~successfully~~for ~~market~~those ~~new products~~offerings.

~~Our~~The ~~success~~subscription ~~will~~price ~~depend~~does ~~partly~~not onnecessarily ~~our~~bear ~~ability~~any relationship to ~~operate~~any ~~without~~established ~~infringing~~criteria for value. No valuation consultant or ~~misappropriating~~investment banker has opined upon the ~~proprietary~~fairness ~~rights~~or adequacy of ~~others~~the subscription price. You should not consider the subscription price as an indication of the value of the Company or our common stock.

WeOur ~~may~~failure ~~be sued for infringing or misappropriating the proprietary rights of others. We may have~~ to ~~pay~~meet ~~substantial damages, including treble damages, for past infringement if it is ultimately determined that our products or technology infringe a third party~~Nasdaq’s ~~proprietary~~continued ~~rights.~~listing ~~Other~~requirements ~~companies~~could ~~may~~result ~~have~~in ~~filed~~a ~~patent~~delisting ~~applications on concepts similar to the concepts underlying our technologies and products. In addition, patents may be issued covering UV-C LED technology or other technologies or methods~~ of ~~air purification that could prevent us from developing~~ our ~~technologies~~common ~~or products, or that relate to certain other aspects of technology that we utilize or expect to utilize~~stock.

~~From~~If ~~time~~we fail to ~~time~~satisfy Nasdaq’s continued listing requirements, wesuch as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may ~~receive~~take ~~invitations~~steps ~~from~~to ~~third~~delist ~~parties~~our common stock. For example, failing to ~~license~~meet ~~patents~~the ~~owned~~minimum orclosing ~~controlled~~bid byprice ~~such~~of ~~parties~~$1.00 Wefor ~~will~~30 ~~evaluate~~consecutive ~~these~~trading ~~requests~~days ~~and~~constitutes ~~may~~non-compliance ~~consider~~with ~~obtaining~~a ~~licenses~~Nasdaq ~~that~~continuing ~~are~~listing ~~compatible~~standard. ~~with~~On August 30 and August 31, 2023, the closing bid price for our ~~business~~common ~~objectives~~stock was below $1.00. ~~However,~~If we ~~may~~fail ~~not~~to becomply ~~able~~with tothe ~~obtain~~minimum ~~licenses~~closing onbid ~~acceptable~~price ~~terms~~requirement, Nasdaq will send us a deficiency notice, and thereafter, if our common stock does not close at ~~all~~a minimum bid price of $1.00 or more for ten consecutive trading days within 180 calendar days of our receipt of such deficiency notice, Nasdaq may institute proceedings to delist our common stock.

~~Our~~A ~~inability~~delisting towould ~~operate~~likely ~~without~~have ~~infringing~~a ~~upon~~negative ~~the~~effect ~~proprietary~~on ~~rights~~the price of ~~others~~our orcommon astock ~~failure~~and would impair your ability to ~~obtain~~sell or ~~maintain~~purchase ~~any~~our ~~necessary~~common ~~licenses~~stock ~~could~~when ~~have~~you wish to do so. In the event of a ~~material~~delisting, ~~adverse~~we ~~effect~~can onprovide no assurance that any action taken by us to restore compliance with listing requirements would allow our ~~business~~securities to become listed again, ~~financial~~stabilize ~~condition~~the market price or ~~results~~improve the liquidity of ~~operations.~~our

We may collaborate with third parties to help develop certain technologies.

We may seek out collaboration opportunities to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings, elevators and commercial aircraft. During the year ended December 31, 2021, we accelerated our development of air purification equipment utilizing our proprietary, patented SteriDuct technology for elevators in the Pūrgo Lift unit, and we have engaged a veteran of the elevator industry to continue to develop that product. We also may create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems. There can

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~~be no assurances that we will enter into any such collaborations or that they will be successful. If our collaborations are not successful~~securities, itprevent ~~may impact~~ our ~~ability~~securities tofrom ~~develop~~dropping ~~new~~below ~~technologies~~Nasdaq’s ~~and~~minimum ~~products,~~bid ~~which~~price ~~could~~requirement ~~adversely impact our business, financial condition and results of operations. Further, such collaborations may introduce additional risk with respect to possible unauthorized use~~ or ~~infringement~~prevent ~~upon~~future ~~our intellectual property rights by the third~~non-~~parties~~compliance with ~~whom,~~Nasdaq’s iflisting ~~any, we ultimately engage in strategic collaborations~~requirements.

~~Significant~~The ~~additional~~rights ~~governmental~~offering ~~regulation~~may ~~could~~cause ~~subject~~the usprice toof ~~unanticipated delays, which would adversely affect~~ our ~~sales~~common ~~and~~stock ~~revenues~~to decline.

~~Our~~Depending ~~business~~upon ~~strategy~~the ~~depends~~market inprice ~~part~~of on our ~~ability~~common tostock ~~get~~at the time of our ~~products~~announcement ~~into~~of the ~~market~~rights asoffering ~~quickly~~and asits ~~possible.~~terms, ~~Additional~~including ~~laws~~the ~~and~~subscription ~~regulations~~price, together with the number of shares of common stock issuable upon conversion or ~~changes~~exercise toof ~~existing~~the ~~laws~~preferred stock and ~~regulations~~warrants ~~that~~we ~~are~~could ~~applicable~~issue toif ~~our~~the ~~business~~rights offering is completed, the rights offering may beresult ~~enacted~~in ora ~~promulgated,~~decrease in the market price of our common stock. This decrease may continue during and after the ~~interpretation~~completion of the rights offering. If that occurs, ~~application~~you ormay ~~enforcement~~have committed to purchase shares of ~~existing~~our ~~laws~~common ~~and~~stock ~~regulations~~at ~~may~~a ~~change~~price greater than the prevailing market price. WeFurther, ~~cannot~~if ~~predict~~a substantial number of subscription rights are exercised and holders of the ~~nature~~acquired shares of ~~any~~common ~~future~~stock ~~laws,~~received ~~regulations, interpretations,~~upon ~~applications~~conversion or ~~enforcement~~exercise orof the ~~specific~~preferred ~~effects~~stock ~~any~~and warrants received in the rights offering choose to sell some or all such shares of ~~these~~common ~~might~~stock, ~~have~~the onresulting sales could depress the market price of our ~~business~~common stock.

~~Any~~Because ~~future~~you ~~laws,~~may ~~regulations,~~not ~~interpretations,~~revoke ~~applications~~ or ~~enforcement~~change ~~could~~your ~~delay~~exercise ~~or prevent regulatory clearance~~ of ~~our~~the ~~products~~subscription ~~and our ability to market our products. Moreover~~rights, ~~changes~~you ~~that~~could ~~result~~be incommitted ~~our failure~~ to ~~comply~~buying ~~with~~shares above the ~~requirements~~prevailing ofmarket ~~applicable~~price ~~laws~~at ~~and regulations could result in~~ the ~~types~~time ~~of enforcement actions by~~ the ~~FDA~~rights oroffering ~~other~~is ~~agencies as described above, all of which could impair our ability to have manufactured and to sell the affected products~~completed.

~~Risks~~Once ~~associated~~you ~~with~~exercise your subscription rights, you may not revoke or change the exercise. The market price of our common stock may decline before the subscription rights expire. If you exercise your subscription rights and, afterwards, the market price of our common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price and could have an immediate unrealized loss.

Our ~~executive~~common ~~officers,~~stock ~~directors~~is traded on the Nasdaq Capital Market Exchange under the symbol “MKUL,” and ~~principal~~the ~~stockholders~~closing ~~have~~sale price of our common stock on August 31, 2023 was $0.93 per share. There can be no assurances that the ~~ability~~market toprice ~~control~~of ~~all~~our ~~matters~~common ~~submitted~~stock towill ~~stockholders~~equal ~~for~~or ~~approval~~exceed the subscription price at the time of exercise or at the expiration of the subscription rights offering period.

~~The~~You ~~Company’s~~may ~~executive~~not ~~officers,~~be ~~directors~~able ~~and~~to ~~stockholders~~resell ~~who~~any ~~owned~~shares ~~5% or more~~ of our ~~outstanding shares of~~ common stock ~~prior~~issuable toupon ~~the~~conversion ~~completion~~or ofexercise ~~our IPO currently beneficially own shares, in the aggregate, representing approximately 52.9%~~ of the shares of ~~our~~preferred ~~outstanding common~~ stock ~~as of July 1, 2022. As a result, if these stockholders were to choose to act together, they would be able to control all matters submitted to our stockholders for approval, as well as our management~~ and ~~affairs.~~warrants ~~For~~that ~~example,~~you ~~these~~purchase ~~persons,~~pursuant ~~if they choose~~ to ~~act collectively, would control~~ the ~~election~~exercise of ~~directors~~subscription ~~and~~rights ~~approval~~immediately ofupon ~~any~~expiration ~~charter amendment, merger, consolidation or sale~~ of ~~all or substantially all of our assets. These stockholders could cause~~ the ~~Company~~subscription torights ~~take~~offering ~~actions~~period ~~that~~or ~~these stockholders believe to~~ be inable ~~their best interests but with which the remainder of our stockholders disagree. For example, they could cause the Company~~ to ~~enter into mergers with companies that operate in different businesses, or they could elect to cause the Company to~~ sell ~~all~~such orshares ~~substantially all~~ of ~~its~~common ~~assets.~~stock ~~This~~at ~~concentration~~a ofprice ~~voting~~equal ~~power~~to ~~could delay~~ or ~~prevent~~greater anthan ~~acquisition of~~ the ~~Company~~subscription ~~on terms that other stockholders may desire~~price.

~~While~~If ~~our~~you exercise subscription rights, you may not be able to resell the common stock isissuable ~~listed~~upon onconversion ~~Nasdaq~~or exercise of the shares of preferred stock and warrants purchased by exercising your subscription rights until you, or your broker, custodian bank or other nominee, if applicable, have received those securities and converted and/or exercised such securities (as applicable). Moreover, you will have no rights as a stockholder with respect to the shares of common stock underlying the securities you purchased in the rights offering until we doissue ~~not~~the ~~meet~~shares ~~Nasdaq’s~~of ~~continuing~~common ~~listing~~stock ~~requirements~~to you. Although we ~~could~~will beendeavor ~~delisted~~to issue the shares of preferred stock and warrants as soon as practicable after completion of the rights offering, after all necessary calculations have been completed, there ~~can~~may be noa ~~assurance~~delay ~~that~~between anthe ~~active~~expiration date of the rights offering and ~~liquid~~the ~~public~~time ~~market~~that these securities are issued. In addition, we cannot assure you that, following the exercise of your subscription rights, you will ~~fully~~be ~~develop~~able to sell the common stock issuable upon conversion or beexercise ~~sustained~~of the preferred stock and warrants (as applicable) at a price equal to or greater than the price you effectively paid per share of such common stock.

~~Our~~You ~~common~~may ~~stock is listed on Nasdaq. Notwithstanding such listing, there can be no assurance that an active or liquid public market will fully develop or be sustained. In addition, if we do~~ not ~~meet~~receive ~~Nasdaq’s~~all ~~continuing listing requirements, including Nasdaq requirements related to maintenance~~ of ~~a minimum stock price,~~ the ~~aggregate~~Units ~~market~~for ~~value~~which ofyou ~~our common stock, and the number of public holders of our common stock, we could be delisted by Nasdaq~~subscribe. ~~In the absence of an active or liquid public market:~~

•While we are distributing to holders of shares of our common stock and the Participating Warrant one (1) subscription right for every share of common stock owned or deemed to be owned, on the Record Date, we are seeking to raise at least $10 million in gross proceeds in this rights offering. As a result, based on 34,654,459 shares of common stock outstanding as of August 9, 2023 and the 2,305,000 shares of common stock issuable upon exercise of the Participating Warrant, and assuming we do not issue additional shares of common stock, we would grant subscription rights to acquire 36,959,459 Units but will only accept subscriptions for 10,000 Units. Accordingly, enough Units may not be available to honor your subscription in full. If excess Units are available after the exercise of basic subscription rights, holders who fully exercise

investors may have difficulty buying and selling or obtaining market quotations;

•

market visibility for our securities may be limited; and

•

a lack of visibility for our securities may have a depressive effect on any market price for our securities.

Moreover, there can be no assurance that securities analysts of brokerage firms will provide coverage of the Company, if at all. In the event there is no active or liquid public market for our common stock or coverage

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oftheir ~~the~~basic ~~Company~~subscription byrights ~~securities~~will ~~analysts~~be entitled to subscribe for an additional number of ~~brokerage~~Units. ~~firms,~~Over-subscription ~~you~~privileges ~~may~~will be ~~unable~~allocated topro rata ~~dispose~~among ofrights ~~your~~holders ~~common~~who ~~stock~~over-subscribed atto ~~desirable~~the ~~prices~~extent orthere atis insufficient unsubscribed Units to accommodate all. ~~Moreover,~~over-subscription ~~there~~requests isin afull. ~~risk~~We cannot guarantee that ~~our~~you ~~common~~will ~~stock~~receive ~~could~~any beor ~~delisted~~the ~~from~~entire ~~Nasdaq~~number orof Units for which you subscribed. If for any ~~other~~reason ~~trading~~the ~~market~~number of Units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on ~~which~~your itbehalf ~~may~~will be ~~listed~~returned orto ~~quoted~~you, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.

~~The~~We ~~lack of an active trading or liquid public market~~ may ~~impair~~not ~~our~~be ~~ability~~permitted to ~~raise~~make ~~capital~~current topayment ~~continue~~of todividends ~~fund~~on ~~operations~~the bypreferred ~~selling securities and may impair our ability to use our securities as consideration for future acquisitions~~stock.

~~The~~Under ~~price~~Delaware oflaw, we may only pay dividends or make distributions to our ~~shares~~stockholders offrom ~~common~~our ~~stock~~surplus (as determined in accordance with the Delaware General Corporation Law) or our net profits for the current fiscal year or the fiscal year before which the dividend or distribution is declared under certain circumstances. Therefore, our ability to pay dividends and make any other distributions in the future ~~may~~will bedepend ~~volatile~~upon our financial results, liquidity and financial condition.

~~The~~If ~~market~~you ~~price~~do ofnot ~~our~~exercise ~~common~~your ~~stock~~subscription ~~has~~rights ~~been~~in ~~and~~full, ~~will~~your ~~likely~~interest ~~continue to be volatile and has and could~~ in the ~~future~~Company ~~fluctuate~~may ~~widely~~be indiluted ~~price~~as ina ~~response~~result ~~to various factors, many~~ of ~~which~~this ~~are~~rights ~~beyond~~offering. ~~our control, including, but not limited to:~~

•If you choose not to exercise your subscription rights, you will retain your current number of shares of our common stock. If other holders of rights fully exercise their subscription rights or exercise a greater proportion of their subscription rights than you exercise, and such stockholders ultimately convert or exercise (as applicable) their shares of preferred stock and warrants received in the rights offering, the percentage of our common stock owned by these other securityholders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted. Further, the shares of common stock issuable upon exercise of the warrants to be issued in the rights offering will dilute the ownership interest of stockholders and holders of warrants who do not participate in the rights offering or do not exercise their warrants.

~~technological~~We ~~innovations~~may orcancel ~~new~~the ~~products~~rights offering at any time prior to the expiration of the rights offering period for any reason, and ~~services~~neither bywe usnor orthe ~~our~~subscription ~~competitors;~~agent will have any obligation to you except to return your subscription payment.

We may at our sole discretion cancel the rights offering at any time and for any reason prior to the expiration of the rights offering period. If we elect to cancel the rights offering, neither we nor the subscription agent will have any obligation with respect to the subscription rights except to return to you, without interest or deduction and as soon as practicable, any subscription payments.

•We may amend or modify the terms of the rights offering at any time prior to the expiration of the rights offering in our sole discretion.

~~additions~~Our board of directors reserves the right to amend or ~~departures~~modify the terms of ~~key~~the ~~personnel;~~rights offering in its sole discretion for any reason, including, without limitation, in order to increase participation in, or increase or decrease the size of, the rights offering. Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated. If we should make any fundamental changes to the terms of the rights offering set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for Units the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder, without interest, and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of the rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the rights offering and the new expiration date. The terms of the rights offering cannot be modified or amended after the expiration date of the rights offering.

•

sales of shares of our common stock;

•

our ability to integrate operations, technology, products and services;

•

our ability to execute our business plan;

•

results of operations below expectations;

•

loss of any strategic relationship (including, in particular, our relationship with the third-party manufacturer we use to produce the Pūrgo device);

•

industry developments;

•

regulatory developments, including with respect to FDA rules and regulations;

•

general economic, industry and other external factors; and

•

period-to-period fluctuations in our financial results.

Any of these factors could have a significant and adverse impact on the market price of our common stock. Because we have a limited operating history and a very limited history of generating revenue, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above factors. In addition, the securities markets have from time to time experienced significant price and volume fluctuations, extreme volatility or rapid declines that are unrelated or disproportionate to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock, regardless of our actual operating performance.

If our shares become subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our shares may be adversely affected.

If we fail to meet certain criteria specified in the federal securities laws, including with respect to our reported net tangible assets, transactions in our shares may become subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under these rules, broker-dealers who recommend such shares to persons other than institutional accredited investors must:

•

make a special written suitability determination for the purchaser;

•

receive the purchaser’s written agreement to the transaction prior to sale;

•

provide the purchaser with risk disclosure documents that identify certain risks associated with investing in “penny stocks” and that describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

•

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

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IfThis ~~our~~rights ~~shares~~offering ~~become subject to these rules, broker-dealers~~ may ~~find~~limit itour ~~difficult~~ability to ~~effectuate~~use ~~customer~~some ~~transactions,~~or ~~and~~all ~~trading activity in our shares may be adversely affected. As a result, the market price~~ of our ~~shares~~net ~~may~~operating beloss ~~depressed,~~carryforwards ~~and you may find it more difficult to sell our shares. We believe that we are currently not subject to the “penny stock” rules, but that could change~~ in the future.

WeAs ~~have~~of ~~never~~December 31, ~~declared~~2022, ~~dividends~~we had federal and dostate NOL carryforwards of approximately $9,231,000 and $6,908,000, respectively, and federal research and development (“R&D”) credit carryforwards of approximately $68,000 that could be available to offset our future federal taxable income. If not ~~intend~~utilized, the federal R&D credits will begin to expire in 2041. Our ability to utilize NOLs and R&D credit carryforwards to offset our future taxable income would be limited if we were to undergo an “ownership change” within the meaning of Section 382 of the Code. In general, an “ownership change” occurs whenever the percentage of the stock of a corporation owned by “5-percent stockholders” (within the meaning of Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of the stock of such corporation owned by such “5-percent stockholders” at any time over the testing period. Further, individuals purchasing in the rights offering will likely be aggregated together to constitute a group for Section 382 purposes to count toward an ownership change.

WeThe ~~have~~Company ~~never~~has ~~declared~~not orundertaken ~~paid~~an ~~dividends~~analysis onof ~~our~~whether ~~equity~~it ~~securities~~has ~~and~~undergone doan ~~not~~ownership ~~anticipate~~change. ~~paying~~However, ~~any~~it ~~cash~~is ~~dividends~~likely inthat ~~the~~our ~~foreseeable~~merger ~~future.~~with WeMolekule, ~~currently~~Inc. ~~intend~~resulted toin ~~retain~~an ~~future~~ownership ~~earnings,~~change iffor ~~any,~~this topurpose. ~~fund~~An ~~the~~ownership ~~development~~change ~~and~~under ~~growth~~Section 382 of ~~our~~the ~~business.~~Code ~~Any~~would ~~future~~establish ~~determination~~an toannual ~~pay~~limitation ~~dividends~~which ~~will~~may besignificantly atlimit the ~~discretion~~amount of NOLs and credits we could utilize to offset our ~~Board~~taxable ~~and~~income ~~will~~in beany ~~dependent~~single ~~upon~~year. Limitations imposed on our ~~financial~~ability ~~condition,~~to ~~results~~utilize ofNOLs ~~operations,~~could ~~capital~~cause ~~requirements,~~U.S. ~~applicable~~federal ~~contractual~~income ~~restrictions~~taxes ~~and~~to ~~such~~be ~~other~~paid ~~factors~~earlier asthan wewould ~~may~~be ~~deem~~paid ~~relevant~~if such limitations were not in effect.

WeIt ~~are~~is anpossible ~~“emerging~~that ~~growth~~the ~~company”~~issuance of shares pursuant to exercised rights under ~~the~~this ~~JOBS~~rights ~~Act~~offering ~~and~~will wecause ~~cannot~~an beownership ~~certain~~change. Also, even if this rights offering does not cause an ownership change, it could increase the ~~reduced~~likelihood ~~disclosure~~that ~~requirements~~we ~~applicable~~may undergo an ownership change for purposes of Section 382 of the Code in the future. Although the Company is restricting the ability of shareholders to ~~emerging~~acquire ~~growth~~more ~~companies~~than ~~will~~4.99% ~~make~~of ~~our~~its issued and outstanding shares of common stock ~~less~~following ~~attractive~~the closing of the rights offering, such restrictions are subject to ~~investors~~waivers that may be granted by the board of directors and, furthermore, there is no guarantee that these restrictions will prevent an ownership change from occurring as a result of the rights offering or a future transaction.

WeIf ~~are~~you ando ~~“emerging~~not ~~growth~~act ~~company,”~~promptly ~~as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),~~ and wefollow may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the ~~auditor~~subscription ~~attestation requirements of Section 404 of the Sarbanes-Oxley Act~~instructions, ~~reduced~~your ~~disclosure~~exercise ~~obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements~~ of ~~holding~~subscription arights non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may ~~rely on these exemptions. If some investors find our common stock less attractive as a result, there may~~ be ~~a less active trading market for our common stock, and our stock price may be more volatile~~rejected.

InRights ~~addition,~~holders ~~Section 107~~that ofdesire to purchase Units in the ~~JOBS~~rights ~~Act~~offering ~~also~~must ~~provides~~act promptly to ensure that anall ~~“emerging~~required ~~growth~~forms ~~company”~~and ~~can~~payments ~~take~~are ~~advantage~~actually ofreceived by the ~~extended~~subscription ~~transition~~agent ~~period~~prior ~~provided~~to inthe ~~Section 7(a)(2)(B)~~expiration date of the ~~Securities~~rights ~~Act~~offering. If you are a beneficial owner of ~~1933,~~our ascommon ~~amended~~stock ~~(the~~you ~~“Securities~~must ~~Act”)~~act promptly to ensure that your broker, dealer, custodian bank or other nominee acts for ~~complying~~you ~~with~~and ~~new~~that orall ~~revised~~required ~~accounting~~forms ~~standards~~and payments are actually received by the subscription agent prior to the expiration of the rights offering period. InWe ~~other~~are ~~words~~not responsible if your broker, andealer, ~~“emerging~~custodian ~~growth~~bank ~~company”~~or ~~can~~other ~~delay~~nominee fails to ensure that all required forms and payments are actually received by the ~~adoption~~subscription agent prior to the expiration of ~~certain~~the ~~accounting~~rights ~~standards~~offering ~~until~~period. ~~those~~If ~~standards~~you ~~would~~fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to ~~private~~your ~~companies.~~exercise Wein ~~are~~the ~~choosing~~rights offering prior to ~~take~~the ~~advantage~~expiration of the ~~extended~~rights ~~transition~~offering period, ~~for~~the ~~complying~~subscription ~~with~~agent ~~new~~may, depending on the circumstances, reject your subscription or ~~revised~~accept ~~accounting~~it ~~standards~~only to the extent of the payment received. Neither we nor the subscription agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the exercise of your subscription rights properly and timely follows the subscription procedures.

WeIf ~~will~~you ~~remain~~make anpayment ~~“emerging~~of ~~growth~~the ~~company”~~subscription ~~for~~price upby topersonal ~~five years~~check, ~~although~~your wecheck ~~will~~may ~~lose~~not ~~that~~clear ~~status~~in ~~sooner~~sufficient iftime ~~our~~to ~~revenue~~enable ~~exceeds~~you ~~$1.07 billion,~~to ifpurchase weUnits ~~issue more than $1.0 billion~~ in ~~non-convertible debt in a three- year period or if~~ the ~~market~~rights ~~value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year~~offering.

~~Our~~Any ~~status~~personal ascheck anused ~~“emerging~~to ~~growth~~pay ~~company”~~the ~~under~~subscription price in the ~~JOBS~~rights ~~Act~~offering must clear prior to the expiration date of the rights offering, and the clearing process may ~~make~~require itfive or more ~~difficult~~business days. As a result, if you choose to ~~raise~~use ~~capital~~a aspersonal ~~and~~check ~~when~~to wepay ~~need~~the subscription price, it may not clear prior to the expiration date, in which event you would not be eligible to exercise your subscription rights. You may eliminate this risk by paying the total subscription price by transmitting such via wire transfer of immediately

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. Any inability to raise additional capital as and when we need it could have a material adverse effect on our business, financial condition, results of operations, liquidity and prospects.

All of the Company’s stockholders who acquired their shares of common stock prior to our IPO, and all of the Company’s executive officers, directors and 5% shareholders, are subject to a lock-up which expires on November 29, 2022. The expiration of the lock-up, or any release of the lockup, which would result in some or all of these shares becoming eligible for future sale, may have an adverse effect on the market price of our shares.

In connection with the Company’s IPO, the Company’s officers, directors and pre-IPO shareholders entered into lock-up agreements in favor of the IPO underwriters in which they agreed (subject to certain exceptions) not to offer, sell or otherwise transfer any shares of common stock of the Company until the close

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ofavailable ~~trading~~funds ondirectly ~~November 29,~~to ~~2022;~~the ~~provided,~~account ~~however,~~maintained ~~that~~by ~~our~~the ~~officers,~~subscription ~~directors~~agent. ~~and~~See ~~pre-IPO~~the ~~shareholders~~section ~~may~~of bethis ~~released~~prospectus ~~from~~titled ~~such~~“Rights ~~lock-up~~Offering” ~~agreements~~for ~~with~~more ~~the prior written consent of the IPO underwriters~~information.

InThe ~~addition,~~receipt ~~in connection with the Private Placement, the Company’s officers, directors and holders~~ of ~~more~~subscription ~~than~~rights 5% of our outstanding shares of common stock entered into lock-up agreements in favor of the placement agents for the Private Placement in which they agreed (subject to certain exceptions) that each will not for the period commencing on June 26, 2022 through the close of trading on November 29, 2022 offer or sell any shares of common stock of the Company or securities convertible into or exchangeable or exercisable for shares of common stock of the Company. Our officers, directors and 5% shareholders may be ~~released~~treated ~~from~~as ~~such~~a ~~lock-up~~taxable ~~agreements~~dividend ~~with~~to ~~the prior written consent of the placement agents for the Private Placement~~you.

~~Any~~The ~~sale,~~U.S. orfederal ~~the~~income ~~prospect~~tax consequences of ~~any~~the ~~such~~rights ~~sale,~~offering into stockholders will depend on whether the ~~future~~rights offering is part of ~~such~~a ~~shares~~“disproportionate ~~could~~distribution.” ~~have~~We anintend ~~adverse~~to ~~effect~~take onthe reporting position that the ~~future~~subscription ~~market~~rights ~~price~~issued ~~for~~to ~~our~~common ~~shares~~stockholders orpursuant onto ~~our~~the ~~ability~~rights will not be a taxable distribution with respect to ~~obtain~~your ~~future~~existing ~~financing~~common stock. ~~Any~~However, ofit is possible that the ~~foregoing~~IRS ~~may~~could ~~have~~successfully achallenge ~~depressive~~our ~~effect~~reporting onposition and assert that the ~~price~~rights ofoffering ~~our~~is ~~shares~~a taxable distribution. ~~Additionally,~~For ~~any~~a ~~release~~discussion of ~~these~~the ~~lock-up~~tax ~~agreements~~consequences orif ~~lock-up~~this ~~arrangements,~~distribution oris ~~the~~non-taxable ~~prospect~~and ofthe ~~any~~tax ~~such~~consequences ~~release,~~if ~~may~~it ~~also~~is ~~place~~taxable, ~~downward~~see ~~pressure~~the ondiscussion ~~the~~in ~~price~~“U.S. ofFederal ~~our~~Income ~~shares~~Tax Considerations.”

WeThe ~~have~~subscription rights and ~~expect~~Units toare ~~continue~~non-transferable ~~to incur significant increased costs as a result of operating as a public company,~~ and ~~our~~thus ~~management~~there iswill ~~now~~be ~~required~~no tomarket ~~devote~~for ~~substantial time to new compliance initiatives~~them.

AsYou amay ~~public~~not ~~company~~sell, wetransfer ~~incur~~or ~~significant~~assign ~~legal,~~your ~~accounting~~subscription ~~and~~rights ~~other~~or ~~expenses~~Units ~~that~~to weanyone ~~did~~else. We do not ~~incur~~intend asto alist ~~private~~the ~~company.~~subscription Werights ~~are~~on ~~subject~~any tosecurities ~~reporting~~exchange ~~requirements~~or ~~under~~any other trading market. Because the ~~Exchange~~subscription ~~Act~~rights are non-transferable, ~~the~~there is no market or other ~~rules~~means ~~and~~for ~~regulations~~you ofto ~~the~~directly ~~SEC,~~realize ~~and~~any ~~the~~value ~~rules~~associated ~~and~~with ~~regulations~~the ofsubscription ~~Nasdaq~~rights.

~~The~~There ~~expenses~~is ~~required~~no ~~to adequately report as a~~ public ~~company~~market ~~are~~for ~~material, and compliance with~~ the ~~various~~preferred ~~reporting~~stock ~~and~~included ~~other~~in ~~requirements applicable to public companies requires considerable time and attention of management. For example,~~ the Sarbanes-Oxley Act and the rules of the SEC and national securities exchanges impose various requirements on public companies, including requiring the establishment and maintenance of effective disclosure and internal controlsUnits. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. These rules and regulations have and will continue to increase our legal and financial compliance costs and have and will continue to make some activities more time consuming and costly. For example, we expect these rules and regulations will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits on coverage or incur substantial costs to maintain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our Board, our Board committees or as executive officers.

IfThere weis ~~fail~~no toestablished ~~implement~~public ~~and~~trading ~~maintain~~market anfor ~~effective~~the ~~system~~preferred ofstock, ~~internal~~and ~~control~~we todo ~~remediate~~not ~~our~~expect ~~material~~a ~~weakness~~market ~~over~~to ~~financial~~develop. ~~reporting~~In addition, we ~~may~~do benot ~~unable~~intend to ~~accurately~~apply ~~report~~for ~~our~~the ~~results~~listing of ~~operations,~~the ~~meet~~preferred ~~our~~stock ~~reporting~~on ~~obligations~~any assecurities aexchange ~~public~~or ~~company~~recognized ortrading ~~prevent~~system. ~~fraud,~~Purchasers ~~and~~of ~~investor~~the ~~confidence~~preferred ~~and~~stock ~~the~~may ~~trading~~be ~~prices~~unable to resell their shares of ~~our~~preferred ~~securities~~stock ~~may~~or besell ~~materially~~them ~~and~~only ~~adversely~~at ~~affected~~an unfavorable price for an extended period of time, if at all.

~~Prior~~Absence ~~to the completion~~ of ~~our~~a ~~IPO,~~public ~~the~~trading ~~Company~~market had limited accounting personnel and other resources to address internal controls over financial reporting. In connection with the audits of our financial statements as of December 31, 2021 and 2020 and for the ~~two years~~warrants ~~ended~~included ~~December 31, 2021 and 2020, we identified a material weakness~~ in ~~our internal control over financial reporting. As defined in~~ the ~~standards~~Units ~~established~~may bylimit ~~the~~your ~~Public~~ability ~~Company~~to ~~Accounting~~resell ~~Oversight Board (~~the “PCAOB”), a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basiswarrants.

~~Management~~There ~~identified~~is ~~the~~no ~~following~~established ~~deficiencies,~~trading ~~which~~market infor the ~~aggregate are material weaknesses~~warrants, inand ~~its~~we ~~assessment~~do ofnot ~~the~~expect ~~effectiveness~~a ofmarket ~~internal~~to ~~control~~develop. ~~over~~We ~~financial~~do ~~reporting~~not asintend ofto ~~December 31,~~list ~~2021.~~the ~~Management~~warrants ~~noted~~for wetrading doon ~~not~~Nasdaq ~~have~~Capital ~~sufficient~~Market ~~segregation~~or ofany ~~duties~~other ~~within~~securities ~~the~~exchange ~~accounting~~or ~~function,~~market. aWithout ~~lack~~an ofactive ~~timely~~market, ~~reconciliation~~we ofcannot ~~accounts~~assure ~~and~~you ~~review~~that ofyou ~~the~~will ~~Company’s~~be ~~financial~~able ~~statements~~to atsell ~~each~~or ~~reporting period,~~otherwise atransfer ~~lack~~the ofwarrants ~~appropriate~~and ~~contemporaneous~~you ~~documentation~~may ~~and/or~~not ~~valuation~~realize ~~for~~any ~~certain~~value ~~equity~~from ~~transactions~~the ~~and~~warrants ~~execution~~by ofattempting ~~significant~~to ~~agreements~~sell ~~containing~~or ~~inaccurate~~otherwise ~~terms~~transfer ~~and~~them ~~errors~~for consideration.

The market price of our common stock may not remain above the exercise price of the warrants.

As of August 31, 2023, the closing price for our common stock was $0.93 per share. The warrants being issued in connection with this rights offering become exercisable upon issuance and will expire five years from the date of issuance. The market price of our common stock may not remain above the exercise price of the warrants for any or all of the period between the issuance of the warrants and their expiration. Any warrants not exercised by their date of expiration will expire with no value and we will be under no further obligation to the warrant holder in respect of such warrants.

Our failure to maintain continued compliance with the listing requirements of the Nasdaq Capital Market exchange could result in the delisting of our common stock.

Our common stock has been listed on the Nasdaq Capital Market since November 2021. The rules of the Nasdaq Capital Market provide that shares will be delisted from trading in the event the share price of our common stock fails to meet the minimum closing bid price requirement, the financial condition and/or operating results of the Company appear to be unsatisfactory, the extent of public distribution or the aggregate market value of our common stock has become so reduced as to make further dealings on the Nasdaq Capital Market inadvisable, the Company has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company, or the Company has failed to comply with its listing agreements with the Nasdaq Capital Market.

The delisting of our common stock from the Nasdaq Capital Market would reduce the trading volume and liquidity in our common stock and may likely lead to decreases in the trading price of our common stock.

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WeThe ~~are~~delisting ~~in the process~~ of ~~implementing~~our acommon ~~number~~stock ofmay ~~measures~~also tomaterially ~~address~~impair ~~this~~our ~~material~~stockholders’ ~~weakness.~~ability ~~However,~~to webuy ~~cannot~~and ~~assure~~sell ~~you~~shares ~~that~~of ~~these~~our ~~measures~~common ~~will~~stock. ~~fully~~In ~~address~~addition, the ~~material~~delisting ~~weakness~~of ~~and deficiencies in~~ our ~~internal~~common ~~control~~stock ~~over~~could ~~financial~~significantly ~~reporting~~impair orour ~~that~~ability weto ~~may~~raise ~~conclude that they have been fully remediated~~capital.

We ~~are subject to the Sarbanes-Oxley Act of 2002, and specifically to Section 404 thereof, which~~ will ~~require~~have ~~that~~considerable wediscretion ~~include~~over ~~a certification from management on~~ the ~~effectiveness~~use of ~~our internal controls in our annual reports on Form 10-K, beginning with~~ the ~~Form~~proceeds ~~10-K~~of ~~filed for~~ the ~~year~~rights ~~ending December 31, 2022~~offering. InBecause ~~addition, once we cease to be either an “emerging growth company” as such term is defined in the JOBS Act or a non-accelerated filer in accordance with Rule 12b-2 under the Exchange Act,~~ our ~~independent~~management ~~registered~~will ~~public~~have ~~accounting~~broad ~~firm~~discretion ~~must~~over ~~attest to and report on~~ the ~~effectiveness~~use of ~~our~~the ~~internal~~net ~~control over financial reporting. Moreover~~proceeds, ~~even~~you ~~if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing,~~ may ~~issue a report that is qualified if it is~~ not ~~satisfied~~agree with ~~our~~how ~~internal~~we ~~controls~~use or the ~~level at which our controls are documented~~proceeds, ~~designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our continuing reporting obligations have~~ and ~~may~~we ~~continue to place a significant strain on our management, operational and financial resources and systems. We~~ may benot ~~unable~~invest tothe ~~complete~~proceeds ~~our evaluation testing and any required remediation on a timely basis or at all~~successfully.

~~During~~We ~~the~~have ~~course~~not ofdetermined ~~documenting~~the ~~and~~amount ~~testing~~of ~~our~~net ~~internal~~proceeds ~~control~~that ~~procedures,~~we inwill ~~order~~apply to ~~satisfy~~various ~~the~~corporate ~~requirements~~purposes. ofOur ~~Section 404,~~board weof ~~may~~directors ~~identify other weaknesses~~ and ~~deficiencies~~management inwill ~~our~~have ~~internal~~considerable ~~control~~discretion ~~over~~in ~~financial reporting. If we fail to maintain~~ the ~~adequacy~~application of ~~our~~the ~~internal~~net ~~control~~proceeds ~~over financial reporting, as these standards are modified, supplemented or audited~~ from ~~time~~this torights ~~time~~offering, weand ~~may~~it ~~not~~is bepossible ~~able to conclude on an ongoing basis~~ that we ~~have~~may ~~effective~~allocate ~~internal~~the ~~control~~proceeds ~~over~~differently ~~financial~~than ~~reporting~~investors in ~~accordance~~the ~~with~~rights ~~Section 404.~~offering ~~Generally~~may ~~speaking,~~desire ifor that we may fail to ~~achieve~~maximize ~~and~~the ~~maintain~~return anon ~~effective~~these ~~internal~~proceeds. ~~control environment~~Accordingly, ityou ~~could~~will ~~result~~be inrelying ~~material~~on ~~misstatements~~the injudgment ~~our~~of ~~financial statements and could also impair~~ our ~~ability~~management ~~to comply~~ with ~~applicable~~regard ~~financial~~to ~~reporting~~the ~~requirements~~use ~~and~~of ~~related~~the ~~regulatory~~proceeds ~~filings~~from onthe arights ~~timely~~offering, ~~basis.~~and Asyou awill ~~result,~~not ~~our~~have ~~reputation,~~the ~~business~~opportunity, ~~financial~~as ~~condition~~part ~~and results~~ of ~~operations~~your ~~may~~investment ~~be materially and adversely affected. Additionally~~decision, ~~ineffective~~to ~~internal~~assess ~~control~~whether ~~over~~the ~~financial~~proceeds ~~reporting~~are ~~could~~being ~~expose~~used usappropriately. toIt ~~increased~~is ~~risk~~possible ofthat ~~fraud~~the orproceeds ~~misuse~~will ofbe ~~corporate~~invested ~~assets~~in ~~and~~a ~~subject~~way usthat todoes ~~potential~~not ~~delisting~~yield ~~from~~a ~~Nasdaq~~favorable, ~~regulatory investigations and civil~~ or ~~criminal~~any, ~~sanctions.~~return Wefor ~~may~~the ~~also be required to restate our financial statements from prior periods~~Company.

~~Financial~~Holders ~~Industry~~of ~~Regulatory~~our ~~Authority~~preferred ~~sales~~stock ~~practice~~and ~~requirements~~warrants ~~may~~will ~~also~~have ~~limit~~no ~~your~~rights ~~ability~~as toa ~~buy~~common ~~and~~stockholder ~~sell~~until ~~our~~such ~~common~~holders ~~stock,~~convert ~~which~~or ~~could~~exercise ~~depress~~their ~~the~~preferred ~~price~~stock ofor warrants, respectively, and acquire our ~~shares~~common stock.

~~Financial~~Until ~~Industry~~holders ~~Regulatory~~of ~~Authority~~preferred ~~(“FINRA”)~~stock ~~rules~~or ~~require~~warrants ~~broker-dealers~~acquire toshares ~~have~~of ~~reasonable~~our ~~grounds~~common ~~for~~stock ~~believing~~upon ~~that~~conversion anor ~~investment~~exercise isof ~~suitable~~the ~~for~~preferred astock ~~customer~~or ~~before~~warrants, ~~recommending~~respectively, ~~that~~holders ~~investment~~of tosuch ~~the customer. Prior to recommending speculative low-priced~~ securities towill ~~their~~have ~~non-institutional~~no ~~customers,~~rights ~~broker-dealers~~with ~~must~~respect ~~make reasonable efforts~~ to ~~obtain information about~~ the ~~customer’s~~shares ~~financial~~of ~~status,~~our ~~tax~~common ~~status~~stock ~~and~~underlying ~~investment~~such ~~objectives,~~preferred ~~among~~stock ~~other~~or ~~things~~warrants. ~~Under~~Upon ~~interpretations~~conversion ofor ~~these~~exercise ~~rules,~~of ~~FINRA believes~~the ~~that~~preferred ~~there~~stock isor awarrants, ~~high~~respectively, ~~probability~~and ~~such~~their ~~speculative~~receipt ~~low-priced~~of ~~securities~~the ~~will~~resulting ~~not~~shares beof ~~suitable~~common ~~for at least some customers. Thus~~stock, ~~FINRA~~the ~~requirements~~holders ~~make~~thereof itwill ~~more~~be ~~difficult~~entitled ~~for broker-dealers~~ to ~~recommend~~exercise ~~that~~the ~~their~~rights ~~customers~~of ~~buy~~a ~~our~~ common ~~stock,~~stockholder ~~which~~only ~~may~~as ~~limit your ability~~ to ~~buy~~matters ~~and~~for ~~sell~~which ~~our~~the ~~shares~~record ~~once~~date ~~publicly~~occurs ~~traded,~~after ~~have~~the anexercise ~~adverse~~date. ~~effect~~Prior onto ~~the~~conversion, ~~market~~holders ~~for~~of ~~our~~preferred ~~common~~ stock ~~and~~will ~~thereby~~have ~~depress~~limited ~~our~~voting ~~share price~~rights.

The ~~forward-looking~~PIPE ~~statements~~Warrants ~~contained~~contain inanti-dilution ~~this~~provisions ~~prospectus are subject to several known and unknown risks~~ that ~~could~~may ~~have~~cause asignificant ~~material~~dilution ~~impact~~to on our ~~performance~~stockholders.

~~This~~As ~~prospectus~~of ~~contains~~August 9, ~~forward-looking statements~~2023, ~~including~~the ~~statements~~PIPE ~~regarding,~~Warrants ~~among~~were ~~other~~outstanding ~~items,~~and ~~our~~exercisable ~~business~~to ~~strategies~~purchase ~~and~~an ~~anticipated~~aggregate ~~demand~~of ~~for~~up to 13,180,000 shares of our ~~products~~common stock. ~~These~~The ~~forward-looking~~2022 ~~statements~~Warrant, ~~involve~~Series A ~~known~~Warrant and ~~unknown~~Series B ~~risks~~Warrant have exercise prices of $2.00, ~~uncertainties~~$1.60 and ~~other~~$1.84, ~~factors~~respectively, ~~that~~and ~~may~~the ~~cause~~Pre-Funded ~~our~~Warrant ~~actual~~had ~~results,~~a ~~performance~~purchase orprice ~~achievements~~of to$1.59 beper ~~materially~~underlying ~~different~~share ~~from~~of ~~any~~common ~~future~~stock ~~results,~~with ~~performance~~a ornominal ~~achievements~~exercise ~~expressed~~price. orThe ~~implied~~PIPE byWarrants ~~such~~contain ~~forward~~certain anti-~~looking~~dilution ~~statements~~provisions. ~~These~~For ~~factors~~example, ~~include~~the 2022 Warrant, ~~but~~the ~~are~~Series ~~not~~A ~~limited~~Warrant ~~to,~~and ~~risks~~the ~~related~~Series toB ~~our~~Warrant ~~new~~include ~~and~~provisions ~~uncertain~~that, ~~technology~~subject ~~and~~to ~~business~~limited exceptions, would reduce their respective exercise prices in the ~~early~~event ~~stage~~that ofwe ~~commercialization~~issue ~~and~~rights ~~development~~to ofall ~~our~~holders ~~products,~~of our ~~limited~~common ~~operating~~stock ~~history,~~(and ~~competition,~~not to the ~~uncertainty~~holder thereof). The exercise price of ~~obtaining~~the ~~regulatory~~2022 ~~clearance~~Warrant, Series A Warrant and Series B Warrant may need to ~~market~~be ~~our~~adjusted ~~products,~~as a result of the ~~uncertainty~~issuance of ~~intellectual~~the ~~property~~preferred ~~protection~~stock and ~~other~~the ~~risks~~warrants ~~discussed~~ in ~~this~~the ~~section~~rights asoffering, ~~well~~depending ason ~~other~~the ~~factors~~final ~~referenced~~pricing ~~in this prospectus~~terms.

Changes in tax law, and the recently enacted Inflation Reduction Act of 2022, may adversely impact the Company and the value of our subscription rights, shares of our common stock and preferred stock, and warrants.

Changes to U.S. tax laws or other tax laws in jurisdictions in which we operate (which changes may have retroactive application) could adversely affect the Company or holders of our subscription rights, shares of our common stock and preferred stock, and warrants. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

Since the warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their warrants or may receive an amount less than they would be entitled to if they had exercised their warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

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WeHolders ~~may~~of ~~have~~Preferred toStock ~~pay~~may ~~liquidated~~be ~~damages~~Required to ~~the~~Recognize ~~Selling~~Income ~~Stockholder,~~on ~~which~~Constructive ~~could increase our expenses and reduce our cash resources.~~ Distributions

InIf ~~connection~~the ~~with~~redemption ~~the~~price ~~Private~~of ~~Placement~~preferred stock exceeds its issue price by more than a de minimis threshold, wesuch ~~entered~~excess ~~into~~may be treated as a ~~registration~~constructive ~~rights~~distribution ~~agreement~~of ~~(the~~additional ~~“Registration~~stock ~~Rights~~that ~~Agreement”)~~is ~~with~~included ~~the~~in ~~Selling~~income ~~Stockholder.~~if ~~Under~~either (i) the ~~terms~~likelihood of ~~the~~a ~~registration~~Deemed ~~rights~~Liquidation ~~agreement~~Event is not considered remote, ~~subject~~or (ii) the Company is more likely than not to ~~certain~~exercise ~~limited~~its ~~exceptions~~rights to redeem the preferred stock, ifin each case, within the ~~registration~~meaning ~~statement~~of the regulations promulgated under Section 305 of ~~which~~the ~~this~~Code. ~~prospectus~~In ~~forms~~addition, aholders ~~part~~of ~~has~~our ~~not~~preferred ~~been~~stock ~~declared~~may ~~effective~~be ~~within~~treated ~~the~~as ~~time~~receiving ~~periods~~constructive ~~specified~~distributions in an amount equal to the ~~Registration~~annual ~~Rights~~dividend ~~Agreement~~yield oron weour ~~otherwise~~preferred ~~fail~~stock toeven ~~comply~~if ~~with~~such ~~certain~~amounts ~~provisions~~are ~~set~~not ~~forth~~actually paid in ~~the~~cash. ~~Registration~~U.S. ~~Rights~~Holders ~~Agreement,~~and weNon-U.S. ~~will~~Holders (as defined below) may be required to ~~pay~~treat ~~the~~any ~~Selling~~such ~~Stockholder~~amounts ~~liquidated~~as ~~damages~~dividend income. There ~~can~~are besignificant nouncertainties ~~assurance~~regarding ~~that~~ the ~~registration~~timing ~~statement~~in of which ~~this~~such ~~prospectus~~constructive ~~forms~~distributions amust ~~part~~be ~~will~~recognized beand ~~declared~~the ~~effective~~amounts bythereof. See the ~~SEC~~discussion orbelow ~~will~~under ~~remain~~“— U.S. ~~effective~~Federal ~~for~~Income ~~the~~Tax ~~time~~Considerations — ~~periods~~Tax ~~necessary~~Considerations Applicable to ~~avoid~~U.S. ~~payment~~Holders — ofRedemption ~~liquidated~~Premium ~~damages~~on Preferred Stock” and “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to Non-U.S.Holders — Redemption Premium on Preferred Stock.”

~~Our~~The ~~shareholders~~Preferred ~~will~~Stock ~~experience~~may ~~dilution~~be Treated as aSection ~~result~~306 ~~of the Private Placement.~~ Stock

In ~~June 2022~~general, weunder ~~issued~~Section 1306 of the Code,~~500,000~~ ~~shares~~preferred stock received on exercise of ~~common~~subscription rights may constitute “Section 306 stock,” and abe ~~warrant~~subject to ~~purchase~~special ~~1,500,000~~tax ~~shares~~rules requiring recognition of ~~common~~ordinary income on a disposition of such stock, ~~for~~unless: ~~aggregate~~(i) ~~proceeds~~the ofCompany ~~$15 million.~~does ~~The~~not ~~common~~have ~~stock~~any ~~was~~current ~~sold~~or accumulated earnings and profits for athe ~~price~~current year, or (ii) holders are able to establish to the satisfaction of ~~$10~~the ~~per~~IRS ~~share~~that the distribution of subscription rights and ~~the~~subsequent ~~warrant~~disposition isof ~~exercisable~~preferred atstock was not in pursuance of a ~~price~~plan having one of ~~$11~~its principal purposes the avoidance of United States federal income tax.00 ~~per~~There ~~share~~can be no assurance, however, that any particular stockholder will be able to avoid Section 306 ordinary income treatment under these rules. If ~~the~~our ~~warrant~~preferred stock is ~~exercised~~considered inSection ~~full~~306 stock, ~~shareholders~~holders may be required to recognize dividend income on certain dispositions of heour ~~Company~~preferred ~~will~~stock ~~experience~~and ~~substantial~~may ~~dilution~~be unable to claim any losses with respect to dispositions of our preferred stock. See the discussion below under “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to U.S. Holders — Section 306 Stock” and “— U.S. Federal Income Tax Considerations — Tax Considerations Applicable to Non-U.S. Holders — Section 306 Stock.”

~~General~~Risks ~~Risk~~Related ~~Factors~~to Our Business

~~Business~~Investors should carefully consider the risks and uncertainties and all other information contained or ~~economic~~incorporated ~~disruptions~~by ~~could~~reference ~~seriously~~in ~~harm~~this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, as may be amended from time to time, and in subsequent SEC filings that are incorporated herein by reference, as well as the risks described below. All these risk factors are incorporated by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned in this prospectus.

~~Broad-based~~Our ~~business~~audited orconsolidated ~~economic~~financial ~~disruptions~~statements ~~could~~include adversely affect our business. For example, Russia’s invasion of Ukraine has prompted the U.S. and other countries to announce sanctions against Russia. The full effect of this military conflict and related sanctions on the global economy and our existing and prospective customers, and as a ~~result,~~note ~~our~~regarding ~~business,~~substantial ~~remains~~doubt ~~uncertain.~~about While the onset of the COVID-19 global pandemic underscored the urgency of bringing to market air purification solutions to help protect front-line healthcare workers, patients and the general population, associated business shutdowns or disruptions could impair our ability to ~~manufacture~~continue oras ~~sell~~a ~~our~~going ~~products, which would adversely affect our business, financial condition and results of operations~~concern.

IfAs set forth in Note 1 of the audited consolidated financial statements incorporated by reference into this prospectus, we ~~lose~~have ~~key~~concluded ~~personnel~~that orour ~~are~~recurring ~~unable~~losses from operations, recurring cash used in operating activities, accumulated deficit, expected working capital needs to ~~attract~~fund our combined operations and ~~retain~~new ~~qualified~~debt ~~personnel~~obligations as a result of our merger with Molekule, Inc. in January 2023 raise substantial doubt about our ~~business~~ability ~~could~~to becontinue ~~harmed~~as a going concern, due to the risk that we may not have sufficient cash and ~~our~~liquid ~~ability~~assets at December 31, 2022 to ~~compete~~cover ~~could~~our operating and capital requirements for the period through March 31, 2024; and if sufficient cash cannot be ~~impaired~~obtained, we would have to substantially alter, or possibly even discontinue, operations.

Our success depends, to a significant degree, upon the continued contributions of the members of our senior management and highly credentialed scientists. If we lose the services of one or more of these people, we may be unable to achieve our business objectives. We may be unable to attract and retain personnel with the advanced technical qualifications or managerial experience necessary for the development of our business and products or commercialization of our products. In addition, our current employees are at-will employees, which means that either we or the employee may terminate the employment relationship at any time, and our agreements with our independent contractors generally extend only on a monthly basis after an initial term, with the ability of either party to terminate the agreement upon prior notice to the other party.

We face intense competition.

We face, and will continue to face, intense competition from organizations such as large, diverse companies with extensive product development and manufacturing capabilities, as well as smaller specialized companies, that have developed and are attempting to develop air filtration and purification systems. We believe that the COVID-19 pandemic and recently discovered new more virulent and infectious strains of the coronavirus have increased, and will continue to increase, this competition. Further, the FDA Enforcement Policy for Sterilizers, Disinfectant Devices, and Air Purifiers during the Coronavirus Disease 2019 (COVID-19) Public Health Emergency and other temporary accommodations implemented by the FDA as a result of the COVID-19 pandemic to enable disinfectant devices, sterilizers, air purifiers, and other medical equipment to be brought to market in an expedited manner has made it easier for new entrants to enter into our market.

Although we believe that we have significant competitive advantages over other organizations, our competitors may develop and commercialize products and technologies that compete with our products and

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~~technologies.~~We ~~Organizations~~incurred ~~that~~a ~~compete~~net ~~with~~loss usof ~~may~~$34,902,648 ~~have~~during ~~substantially~~the ~~greater~~six months ~~financial~~ended ~~resources than we do and may be able to: (i)~~June ~~provide~~30, ~~broader~~2023 ~~services~~ and ~~product~~our ~~lines;~~net ~~(ii) make~~cash ~~greater~~used ~~investments~~ in ~~research~~operating ~~and~~activities ~~development;~~was ~~(iii) carry~~$27,329,771 onfor ~~larger~~the ~~research and development initiatives; (iv)~~six ~~undertake~~months ~~more~~ended ~~extensive marketing campaigns; and (v)~~June ~~adopt~~30, ~~more aggressive pricing policies than we can~~2023. ~~Our~~In ~~competitors~~addition, ~~may~~our ~~also~~accumulated ~~have~~deficit ~~greater~~was ~~name~~$42,819,443 ~~recognition~~ and ~~better~~we ~~access~~had tocash ~~customers~~of ~~than~~$5,269,376 weat doJune 30, 2023. WeManagement’s ~~also~~plans ~~expect~~ to ~~continue~~fund toour ~~face~~operations ~~competition~~include ~~from~~raising ~~alternative~~capital, ~~technologies.~~managing ~~Our~~costs ~~technology~~ and ~~products~~generating ~~may~~sufficient berevenues ~~rendered~~to ~~obsolete~~offset ~~or uneconomical by advances in existing technological approaches or products or the development of different approaches or products by one or more of our competitors~~costs.

WeThere ~~may~~can ~~not~~be no assurances that we will be able to ~~achieve~~secure orany ~~maintain~~such ~~satisfactory~~additional ~~pricing~~financing ~~and~~on ~~margins~~acceptable ~~for~~terms ~~our~~and ~~products~~conditions, which ~~could~~would ~~harm~~have a material adverse effect on our business, financial condition and results of operations. If we cannot successfully continue as a going concern, our investors may lose a large proportion of or even their entire investment.

We ~~can~~may ~~give~~not ~~no assurance that we will~~ be ~~able~~successful ~~to maintain satisfactory prices for our Pūrgo and Pūrgo Lift devices and other products we develop~~ in ~~the~~implementing ~~future. If we are forced to lower the price we charge for~~ our ~~Pūrgo~~proposed ~~and Pūrgo Lift devices, our gross margins will decrease, which will harm our ability to invest in and grow our~~ business. If we are unable to maintain our prices, or if our costs increase and we are unable to offset such increase with an increase in our prices, our margins could erode, which could harm our business, financial condition and results of operationsstrategy.

We may ~~acquire~~not ~~other~~be ~~companies~~successful orin ~~technologies,~~implementing ~~which could divert~~ our ~~management’s~~proposed ~~attention,~~business ~~result~~strategy. inIn ~~additional~~order ~~dilution~~ to ~~stockholders~~be ~~and~~successful, ~~otherwise~~we ~~disrupt~~will ~~our~~need ~~operations and adversely affect our business~~to, ~~financial~~among ~~condition~~other ~~and~~things: ~~results of operations.~~

Our success will depend, in part, on our ability to grow our business, which can include acquisitions. We may identify opportunities to establish industry leadership domestically and internationally through selective joint ventures and acquisitions that further capitalize on our differentiated technology. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development. We may also seek to acquire businesses in industries in which we do not currently operate. Some of these acquisitions or other transactions may be material. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

•

~~diversion~~ successfully ofestablish ~~management’s~~our ~~time~~technology and ~~focus from operating our business to addressing acquisition integration challenges~~brand;

•

~~coordination~~ establish ofa ~~technology,~~commercial ~~research and development and sales and marketing functions~~footprint;

•

~~retention~~ accelerate development of ~~employees~~prototypes ~~from~~and ~~the~~market ~~acquired~~introduction ~~company~~of our devices and other novel applications of our proprietary SteriDuct and PECO technologies;

•

~~cultural~~ increase ~~challenges~~revenues ~~associated with integrating employees~~ from ~~the acquired company into~~ our ~~organization~~B2B channel;

•

~~integration~~ capitalize ofon ~~the~~our ~~acquired~~collaboration ~~company’s~~with ~~accounting,~~experts ~~management~~in ~~information, human resources and other administrative systems~~aerospace;

•

~~the~~ explore ~~need~~opportunities tofor ~~implement~~collaboration; ~~or improve controls, policies~~ and ~~procedures at a business that prior to the acquisition may have lacked effective controls, policies and procedures;~~

•

~~potential~~ identify ~~write-offs~~opportunities ofto ~~intangibles~~establish orindustry ~~other~~leadership ~~assets~~domestically ~~acquired~~and ininternationally. ~~such transactions that may have an adverse effect on our results of operations;~~

•We cannot assure you that we will be able to meet these objectives. Notwithstanding the development of Molekule 360 hub (our indoor air quality management solution), integration of software and device technologies and satisfactory performance in our direct to consumer and retail revenues, revenues from our B2B channel have performed below the Company’s expectations and, as a result, the Company is reducing its cost base. Backlog and orders for our new indoor air quality solutions from enterprise and commercial customers have fallen below expectations, resulting in efforts to defer or reduce costs while the Company continues to build a market and demand for its indoor air quality B2B business. A failure to meet our business plans and expectations would have a material adverse effect on our business, financial condition and results of operations.

~~liability~~A ~~for~~failure ~~activities~~by ofus ~~the~~and ~~acquired~~our ~~company~~subsidiary ~~before~~to ~~the~~terminate ~~acquisition,~~a ~~including~~legacy ~~patent~~building ~~and~~lease ~~trademark~~in ~~infringement~~a ~~claims,~~building ~~violations~~that the Company is currently in the process of ~~laws,~~winding ~~commercial~~down ~~disputes,~~would ~~tax~~adversely ~~liabilities~~impact ~~and~~our ~~other~~business, ~~known~~financial condition and ~~unknown~~results ~~liabilities;~~of ~~and~~operations.

Our subsidiary has a legacy building lease in a building that the Company is currently in the process of winding down. Since May 2023, payments for rent thereunder have been obtained by the landlord from the subsidiary’s previously posted cash letter of credit. That letter of credit will be depleted by approximately mid-September 2023.

•We, our subsidiary, and the landlord are in ongoing discussions concerning the termination of that legacy lease. A failure by us and our subsidiary to terminate the legacy lease on terms acceptable to us would adversely impact our business, financial condition and results of operations.

~~litigation~~The orCompany ~~other~~is ~~claims~~ in ~~connection~~the ~~with~~process of negotiating the ~~acquired~~termination ~~company,~~of ~~including~~several ~~claims~~arrangements ~~from~~with ~~terminated~~contract ~~employees~~manufacturers based upon legacy purchase orders without formal contracts, ~~consumers~~and the outcome of these negotiations remains uncertain but could result in the Company procuring inventories for product offerings with declining demand, ~~former~~which ~~stockholders~~may orresult ~~other~~in ~~third~~higher ~~parties~~levels of inventory and a lower cash balance.

The Company has product supply arrangements with several contract manufacturers, which are documented in the form of purchase orders, and not formal product supply agreements, which would normally include, among other terms, initial pricing, duration of the arrangement, initial purchase

Our failure to address these risks or other problems encountered in connection with acquisitions and investments could result in our failure to realize the anticipated benefits of these acquisitions or investments,

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~~cause~~requirements, ustermination torights ~~incur~~of ~~unanticipated~~the ~~liabilities~~parties and ~~otherwise~~other ~~harm~~standard ~~our~~contractual ~~business~~terms. ~~Future~~The ~~acquisitions~~Company’s requirements for its product offerings has shifted over the past 12-18 months, which, if continued, could ~~also~~warrant ~~result~~modification inor ~~dilutive~~termination ~~issuances~~of these supply arrangements. The Company has had preliminary discussions with these suppliers regarding the termination of ~~our~~the ~~equity~~respective ~~securities,~~arrangement. The Company believes the ~~incurrence~~cancelation of ~~debt~~these arrangements, ~~contingent~~if ~~liabilities~~consummated, ~~amortization~~may ~~expenses~~result orin ~~the~~final ~~write-off~~purchases of ~~goodwill,~~inventory ~~any~~by the Company over agreed upon periods at specified pricing. The Company currently estimates that the aggregate amount of ~~which~~such final purchases could ~~harm~~be ~~our~~between ~~financial~~$4.5 million ~~condition~~and $5.0 million. ~~Also~~However, ~~the~~there ~~anticipated~~can ~~benefits~~be ofno ~~any~~assurance ~~acquisitions~~that ~~may~~such ~~not~~discussions ~~materialize~~will be successful. ~~Any~~In ofthe event that these ~~risks,~~purchase ifarrangements ~~realized~~are terminated, ~~could~~the ~~materially and adversely~~Company ~~affect~~would ~~our~~likely ~~business,~~procure ~~financial~~inventories ~~condition~~for ~~and~~product ~~results~~offerings that would result in higher levels of ~~operations~~inventories and lower cash balances and which could adversely impact the Company’s cash flows and liquidity.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which are vital to our operations and business strategy. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects.

Despite the implementation of security measures, our computer systems and those of our current and future third-party service providers are vulnerable to damage or disruption from hacking, computer viruses, software bugs, unauthorized access or disclosure, natural disasters, terrorism, war and telecommunication, equipment and electrical failures. In addition, there can be no assurance that we will promptly detect any such disruption or security breach, if at all. Unauthorized access, loss or dissemination could disrupt our operations, including our ability to conduct research and development activities, process and prepare company financial information and manage various general and administrative aspects of our business. To the extent that any such disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure or theft of confidential, proprietary or personal information, we could incur liability, suffer reputational damage or poor financial performance or become the subject of regulatory actions by federal, state or non-U.S. authorities, any of which could adversely affect our business.

We may need to initiate lawsuits to protect or enforce our patents or other proprietary rights, which would be expensive and, if unsuccessful, may cause us to lose some of our intellectual property rights.

In order to protect or enforce our patent and other intellectual property rights, it may be necessary for us to initiate patent or other intellectual property litigation proceedings against third parties, such as infringement suits or interference proceedings. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. These lawsuits could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at a risk of not being issued. Further, these lawsuits may also provoke the defendants to assert claims against us. The patent position of medical device firms is highly uncertain, involves complex legal and factual questions and has recently been the subject of much litigation. There can be no assurance that we will prevail in any such suits or proceedings or that the damages or other remedies awarded to us, if any, will be commercially valuable.

We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to various litigation matters from time to time, which could have a material adverse effect on our business, financial condition and results of operations. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business.

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~~Insurance~~USE ~~policies~~OF ~~may~~PROCEEDS ~~be expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.~~

WeAssuming dothe ~~not~~rights ~~know~~offering ifis wefully ~~will~~subscribed, beincluding ~~able~~any toover-subscription ~~obtain~~privilege, ~~and~~we ~~maintain~~expect ~~insurance~~the ~~with~~net ~~adequate~~proceeds ~~levels~~from ofthe ~~coverage.~~sale ~~Any~~of ~~significant~~the ~~uninsured~~securities ~~liability~~that ~~may~~we ~~require~~are usoffering to ~~pay~~be ~~substantial~~approximately ~~amounts~~$ million, ~~which~~after ~~may~~deducting ~~adversely~~estimated ~~affect~~offering ~~our~~expenses ~~business,~~payable ~~financial~~by ~~position~~us, and ~~results~~excluding any proceeds received upon exercise of ~~operations~~any warrants.

~~Our~~We ~~results~~intend ofto ~~operations~~use ~~may~~the ~~fluctuate~~net ~~significantly~~proceeds from this rights offering for working capital and general corporate purposes. The net proceeds obtained from the rights offering, ~~which~~assuming it is successfully consummated, will ~~make~~enable us to restructure our ~~future~~capital ~~results~~structure. ~~difficult~~The net proceeds obtained from the rights offering will also provide necessary capital to ~~predict~~fund our working capital needs, execute our current business plans and ~~could~~fund ~~cause~~business operations through 2024. In addition, the capital raised through the rights offering may facilitate our ~~results~~ability to ~~fall~~pursue ~~below~~strategic ~~expectations~~alternatives, including a potential sale of the Company. Some of the net proceeds may also be used to manage and help alleviate costs associated with developing our products and services, conducting research and development and funding operations.

Our ~~quarterly~~expected ~~and~~use ~~annual~~of ~~results~~net ofproceeds ~~operations~~from ~~may~~this ~~fluctuate~~rights ~~significantly,~~offering ~~which~~represents ~~will~~our ~~make~~current itintentions ~~difficult~~based ~~for~~upon usour topresent ~~predict~~plans ~~our~~and ~~future~~business ~~results~~condition. ~~These~~The ~~fluctuations~~amounts ~~may~~and ~~occur~~timing ~~due~~of toour aactual ~~variety~~use of net proceeds will vary depending on numerous factors,. ~~many~~Management ofwill ~~which~~have ~~are~~broad ~~outside~~discretion in the application of ~~our~~the ~~control~~net proceeds, and ~~may~~investors will be ~~difficult~~relying toon ~~predict,~~our ~~including,~~judgment ~~but~~regarding ~~not~~the ~~limited~~application of the net proceeds. Pending the uses described above, we intend to: invest the net proceeds in interest-bearing investment-grade securities or deposits.

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DILUTION

Purchasers of our common stock, which is issuable upon conversion of the preferred stock and upon exercise of the warrants contained in the Units, will experience an immediate dilution of the net tangible book value per share of our common stock. The net tangible book value of our common stock as of June 30, 2023 was approximately $(25.6) million, or approximately $(0.75) per share. Net tangible book value per share represents the amount of our total tangible assets, excluding goodwill and intangible assets, less total liabilities divided by the total number of shares of our common stock outstanding.

Dilution per share of common stock represents the difference between the amount paid by purchasers of Units in this offering and the net tangible book value per share of our common stock immediately following the completion of this rights offering.

After giving effect to the assumed sale of 10,000 Units in the rights offering at the subscription price of $1,000 per Unit, paid in cash, and assuming immediate conversion of all 10,000 shares of preferred stock and no exercise of the warrants, after deducting our estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2023 would have been approximately $ million or approximately $ per share. This represents an immediate increase in pro forma net tangible book value of approximately $ per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $ per share to purchasers in this rights offering, as illustrated by the following table:

Preferred stock conversion price	$
Net tangible book value per common share as of June 30, 2023	$	(0.75)
Increase in net tangible book value per common share attributable to this rights offering	$
Pro forma net tangible book value per common share as of June 30, 2023 after giving effect to this rights offering	$
Dilution in net tangible book value per common share to purchasers in this rights offering	$

The discussion of dilution, and the table quantifying it, assume no exercise of the PIPE Warrants or the warrants exercisable into shares of common stock issued during this offering, or other potentially dilutive securities. The exercise of potentially dilutive securities having an exercise price less than the effective price paid per share of common stock issuable upon conversion or exercise of the preferred stock and warrants, respectively, would increase the dilutive effect to new investors.

The foregoing discussion and table above is based on 34,046,500 shares of common stock outstanding as of June 30, 2023 and excludes the following potentially dilutive securities as of June 30, 2023:

•

~~the timing and cost of~~ 13,180,000 ~~and~~shares ~~level~~ of ~~investment~~our ~~in,~~common ~~research,~~stock ~~development~~issuable ~~and~~upon ~~commercialization~~the ~~activities,~~exercise ~~which~~of ~~may~~the ~~change~~PIPE ~~from time to time~~Warrants; and

•

~~the~~ 2,530,859 ~~timing~~shares ~~and cost~~ of, ~~and~~our ~~level~~common ofstock ~~investment~~that ~~in,~~remain ~~research~~available ~~and~~for ~~development~~future ~~relating~~issuance tounder our ~~technologies~~2021 ~~and~~Incentive ~~our~~Award ~~current~~Plan, orDirector ~~future~~Deferred ~~facilities;~~Compensation Plan and Employee Stock Purchase Plan.

•To the extent that the PIPE Warrants or the warrants contained in the Units are exercised or additional shares of common stock, or securities convertible into or exercisable to subscribe for additional shares of our common stock, are issued pursuant to any of our 2021 Incentive Award Plan, Director Deferred Compensation Plan or our Employee Stock Purchase Plan, there will be additional dilution per share to the investors purchasing Units in this rights offering.

~~expenditures that we may incur to acquire, develop or commercialize additional products and technologies;~~ 32

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RIGHTS OFFERING

Subscription Rights

We are distributing to the holders of our common stock and the Participating Warrant, at no charge, non-transferable subscription rights to purchase Units at a subscription price per Unit equal to $1,000. Each subscription right will entitle you to purchase one (1) share of our preferred stock and a warrant to purchase shares of our common stock. Each holder will receive one subscription right for each whole share of our common stock owned or deemed to be owned (in the case of the Participating Warrant) as of the Record Date. Each subscription right entitles the rights holder to a basic subscription right and an over-subscription privilege.

Basic Subscription Right

Your basic subscription right will entitle you to purchase Units, each comprised of one (1) share of preferred stock and a warrant to purchase shares of our common stock, at the subscription price of $1,000 per Unit. For example, if you own 100 shares of common stock on the Record Date, you will receive 100 subscription rights to purchase 100 shares of preferred stock and a warrant to purchase shares of common stock for a total payment of $100,000. You may exercise all or a portion of your basic subscription right or you may choose not to exercise your basic subscription right at all. If you do not exercise your basic subscription right in full, you will not be entitled to exercise your over-subscription privilege.

In addition, sufficient Units may not be available to honor your basic subscription right in full. While we are distributing one subscription right for every share of common stock owned or deemed to be owned (in the case of the Participating Warrant) on the Record Date, we are seeking to raise at least $10 million in gross proceeds in this rights offering. As a result, we would grant subscription rights to acquire 36,959,459 Units, based on 34,654,459 shares of common stock outstanding as of August 9, 2023 (and assuming we do not issue additional shares of common stock). However, we will only accept subscriptions for 10,000 Units.

If exercises of the basic subscription right exceed the number of Units available in the rights offering, we will allocate the available Units pro rata among the rights holders exercising the basic subscription right in proportion to the number of shares of our common stock each of those rights holders owned or is deemed to own (in the case of the Participating Warrant) on the Record Date, relative to the number of shares owned or deemed to be owned on the Record Date by all rights holders exercising the basic subscription right. If this pro rata allocation results in any rights holders receiving a greater number of Units than the rights holder subscribed for pursuant to the exercise of the basic subscription right, then such rights holder will be allocated only that number of Units for which the rights holder subscribed, and the remaining Units will be allocated among all other rights holders exercising their basic subscription right on the same pro rata basis described above. The proration process will be repeated until all shares have been allocated.

If for any reason the amount of Units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected, and we will have no further obligations to you.

Over-Subscription Privilege

If you exercise your basic subscription right in full on a timely basis, you may also choose to exercise your over-subscription privilege. You will only be able to actually purchase additional Units pursuant to your over-subscription privilege if other eligible rights holders do not fully exercise their basic subscription rights and there are Units that remain unsubscribed at the expiration of the rights offering.

Subject to proration, if applicable and as described herein, we will seek to honor the over-subscription requests in full. If requests pursuant to the over-subscription privilege exceed the number of Units available, however, we will allocate the available Units pro rata among the rights holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those rights holders owned or is deemed to own (in the case of the Participating Warrant) on the Record Date, relative

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to the number of shares of our common stock owned or deemed owned by all rights holders exercising the over-subscription privilege on the Record Date. If this pro rata allocation results in any rights holder receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the over-subscription privilege, then such rights holder will be allocated only that number of Units for which the rights holder oversubscribed, and the remaining Units will be allocated among all other rights holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. The subscription agent for the rights offering will determine the over-subscription allocation based on the formula described above.

The table below illustrates the proration methodology, assuming hypothetically that (i) there are 1,000 Units that remain unsubscribed at the expiration of the rights offering, (ii) there are 10,000 shares of common stock outstanding as of the applicable record date, (iii) other than the three rights holders set forth in the table below, no other rights holders elect to exercise their over-subscription privilege and (iv) the three rights holders, each of whom has timely and fully exercised its basic subscription right with respect to all of the basic subscription rights it holds, elect to exercise their over-subscription privilege for the amount of shares set forth below:

	A		B				C		D		E		F		G		H
Holder	Common Stock as of Record Date		Basic Subscription Rights(1)				Over- Subscription Request		Units Allocated (1st round)(2)		Units Allocated in Excess of Request(3)		Units to be Issued (1st Round)(4)		Units to be Issued (2nd round)(5)		Total Units Issued
Holder	Common Stock as of Record Date		Rights		Units		Over- Subscription Request		Units Allocated (1st round)(2)		Units Allocated in Excess of Request(3)		Units to be Issued (1st Round)(4)		Units to be Issued (2nd round)(5)		Total Units Issued
1		5,000		5,000		5,000		3,000		588		—		588		12		600
2		2,500		2,500		2,500		2,000		294		—		294		6		300
3		1,000		1,000		1,000		100		118		18		100		—		100
Total														982		18		1,000

•(1)

~~the~~ The ~~level~~total shares of ~~demand~~common ~~for~~stock ~~any~~used ~~future~~in ~~products,~~the ~~which~~denominator ~~may~~for ~~vary~~the ~~significantly~~first over-subscription ~~time;~~round and second over-subscription round is determined as follows:

•

Holder	Common Stock as of Record Date		Common Stock Included in 1st Round Denominator		Common Stock Included in 2nd Round Denominator
1		5,000		5,000		5,000
2		2,500		2,500		2,500
3		1,000		1,000		—
Other holders not exercising their over-subscription privilege		1,500		—		—
Total		10,000		8,500		7,500

customer mix and the varying lengths of sales cycles for different customer segments;

•(2)

~~developments~~ Column ~~involving~~D ~~our~~represents ~~competitors;~~each holder’s pro rata portion of the unsubscribed Units based on all of the holders participating in the first over-subscription round. This amount is calculated by multiplying 1,000 (the assumed number of unsubscribed Units) by a fraction, the numerator of which is, with respect to any holder, the amount in Column A with respect to that holder, and the denominator of which is the total number of shares in Column A held by holders participating in that over-subscription round (e.g., for holder 1 the calculation is: 1,000 multiplied by (5,000 divided by 8,500)).

•(3)

Column E represents the ~~cost~~number of ~~servicing~~Units ~~and~~allocated ~~maintaining~~to ~~our~~a ~~products;~~holder in excess of its over-subscription request (e.g., for holder 3: 118 minus 100).

•(4)

~~the~~ Column ~~cost~~F ofrepresents ~~manufacturing,~~the asnumber ~~well~~of asUnits ~~building~~actually ~~out~~issued ~~our~~to ~~supply~~each ~~chain,~~holder ~~which~~in ~~may vary depending on~~ the ~~quantity~~first ofover-subscription ~~productions,~~round and ~~the~~equals ~~terms~~Column ofD ~~any~~less ~~agreements~~Column weE ~~enter~~(e.g., ~~into~~for ~~with~~holder ~~third-party~~3: ~~suppliers;~~118 ~~and~~minus 100).

•(5)

~~general~~ Column ~~market~~G ~~conditions~~represents ~~and~~each ~~other~~holder’s ~~factors,~~pro rata ~~including~~portion ~~factors~~of ~~unrelated~~unsubscribed toUnits ~~our~~based ~~operating~~on ~~performance~~all orof the ~~operating~~holders ~~performance~~participating ofin ~~our~~the ~~competitors~~second over-subscription round. This amount is calculated by multiplying the Units available for that over-subscription round by a fraction, the numerator of which is, with respect to any

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual results of operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance. 34

~~This~~ TABLE ~~variability~~OF and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or operating guidance we may provide.CONTENTS

31holder, the amount in Column A with respect to that holder, and the denominator of which is the total number of shares in Column A held by all of the holders participating in the second over-subscription round (e.g., for holder 1 the calculation is: 18 multiplied by (5,000 divided by 7,500)). In the second over-subscription round, 18 Units were allocated, representing the Units allocated to holder 3 in excess of its request.

~~TABLE~~ To OFproperly ~~CONTENTS~~exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege before the rights offering expires. Because we will not know the total number of unsubscribed Units (if any) before the rights offering expires, if you wish to maximize the number of Units you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Units that may be available to you (i.e., for the maximum number of Units available to you, assume you exercise all of your basic subscription right and are allotted the full amount of your over-subscription without reduction).

~~CAUTIONARY~~To ~~STATEMENT~~the ~~REGARDING~~extent ~~FORWARD~~the aggregate subscription payment of the actual number of unsubscribed Units available to you pursuant to the over-~~LOOKING~~subscription ~~STATEMENTS~~privilege is less than the amount you actually paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without interest or deduction, as soon as practicable after expiration of the rights offering.

~~The~~We ~~statements~~can ~~contained~~provide inno ~~this~~assurances ~~prospectus~~ that ~~are~~you ~~not~~will ~~purely~~actually ~~historical~~be ~~are~~entitled ~~forward-looking statements.~~to ~~Forward-looking~~purchase ~~statements~~the ~~include,~~number ~~but~~of ~~are~~Units ~~not~~issuable ~~limited~~upon ~~to,~~the ~~statements~~exercise ~~regarding~~of ~~expectations,~~your ~~hopes,~~over-subscription ~~beliefs,~~privilege ~~intentions~~in orfull ~~strategies~~at ~~regarding~~ the ~~future.~~expiration Inof ~~addition,~~the ~~any~~rights ~~statements~~offering. ~~that~~We ~~refer~~will tonot ~~projections,~~be ~~forecasts~~able orto ~~other~~satisfy ~~characterizations~~any ofrequests ~~future~~for ~~events~~Units orpursuant ~~circumstances,~~to ~~including~~the ~~any underlying assumptions, are forward~~over-~~looking~~subscription ~~statements.~~privilege ~~The~~if ~~words~~all ~~“anticipate,”~~of ~~“believe,”~~our ~~“continue,”~~stockholders ~~“could,”~~exercise ~~“estimate,”~~their ~~“expect,”~~basic ~~“intend,”~~subscription ~~“may,”~~right ~~“might,”~~in ~~“plan~~full,” ~~“possible,” “potential,” “predict,” “project,” “should,” “would”~~ and ~~similar~~we ~~expressions~~will ~~may~~only ~~identify~~honor ~~forward~~an over-~~looking~~subscription ~~statements,~~privilege ~~but~~to the ~~absence~~extent ofsufficient ~~these~~unsubscribed ~~words~~Units ~~does~~are ~~not~~available ~~mean~~at ~~that~~the aexpiration ~~statement~~of isthe ~~not~~rights ~~forward-looking~~offering. ~~Forward-looking statements in this prospectus may include, for example, statements about:~~

Limitation on the Purchase of Units

You may only purchase the number of Units purchasable upon exercise of the basic subscription right distributed to you in the rights offering, plus the over-subscription privilege, if any. Accordingly, the number of Units that you may purchase in the rights offering is limited by the number of shares of our common stock you own or are deemed to own (in the case of the Participating Warrant) on the Record Date and by the extent to which other stockholders exercise their basic subscription right and over-subscription privileges, all of which we cannot determine prior to completion of the rights offering.

In addition, in order to protect our ability to use our net operating losses and other tax benefits to offset potential future income taxes for federal income tax purposes, we reserve the right, in our sole discretion, to limit the number of Units any person or entity, together with related persons or entities, may purchase pursuant to the exercise of basic or over-subscription privileges, where such purchase, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning 4.99% or more of our issued and outstanding shares of common stock following the closing of the rights offering unless such person or entity has obtained a prior waiver from our board of directors to acquire, own or control such shares of common stock. Amin J. Khoury and Foundry Group Next, L.P. have both obtained this waiver from our board of directors. Our board of directors may grant waivers to other major shareholders that currently own more than 4.99% of our outstanding shares of common stock. It is possible that the issuance of any units to any such persons or entities, or the exercise of warrants issued as part of the units by any such persons or entities, may result in the Company being subject to a present or future “ownership change” within the meaning of Section 382 of the Code, which may significantly limit the amount of NOLs and credits we could utilize to offset our taxable income in any single year.

Subscription Price

The subscription price is $1,000 per Unit. The subscription price does not necessarily bear any relationship to our past or expected future results of operations, cash flows, current financial condition, or any other established criteria for value.

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Determination of Subscription Price

In determining the subscription price, our board of directors considered a variety of factors including those listed below:

•

the current and historical trading prices of our ~~total~~common ~~addressable~~stock ~~market~~on the Nasdaq Capital Market;

•

~~general~~ a ~~economic~~price ~~conditions~~that inwould increase the ~~markets~~likelihood ~~where~~of weparticipation ~~operate~~in the rights offering;

•

the ~~impact~~value of the ~~COVID-19~~common ~~pandemic~~stock ~~and~~issuable ~~related~~upon ~~prophylactic~~conversion ~~measures~~of the preferred stock which is a component of the Unit;

•

the ~~expected~~value ~~timing~~ of ~~regulatory~~the ~~approvals~~warrant ~~and~~being ~~product~~issued ~~launches~~as a component of the Unit;

•

~~non-performance~~ our ofneed ~~third-party~~for ~~vendors~~additional capital and ~~contractors~~liquidity;

•

~~risks related to our ability to successfully sell our products and~~ the ~~market~~cost ~~reception~~of tocapital ~~and~~from ~~performance~~other ~~of our products~~sources; and

•

~~our~~ comparable ~~compliance~~precedent ~~with~~transactions, ~~and~~including ~~changes~~the percentage toof shares offered, ~~applicable~~the ~~laws~~terms of the subscription rights, the subscription price, and ~~regulations;~~the discount the subscription price represented to the immediately prevailing closing prices for those offerings.

In conjunction with the review of these factors, our board of directors reviewed our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition. Our board of directors believes that the subscription price should be designed to provide an incentive to our current stockholders to participate in the rights offering and exercise their basic subscription right and their over-subscription privilege.

The subscription price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the subscription price. You should not consider the subscription price as an indication of actual value of the Company or our common stock. The market price of our common stock may decline during or after the rights offering. We cannot predict the price at which our shares of common stock will trade after the rights offering. You should obtain a current price quote for our common stock before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.

Non-Transferability of Subscription Rights

The subscription rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your subscription rights to anyone. The subscription rights will not be listed for trading on any stock exchange or market.

No Recombination

The preferred stock and warrants comprising the Units will separate upon the exercise of the subscription rights, and the Units will not trade as a separate security. Holders may not recombine shares of preferred stock and warrants to receive a Unit.

Expiration Date; Extension

The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m. Eastern Time, on , 2023, which is the expiration of the rights offering. If you do not exercise your subscription rights before that time, your subscription rights will expire and will no longer be exercisable. We will not be required to sell Units to you if the subscription agent receives your subscription rights certificate or your subscription payment after that time. We have the option to extend the rights offering in our sole discretion, for additional periods, not to exceed 45 days, although we do not presently intend to do so. We may extend the rights offering by giving oral or written notice to the subscription agent before the rights offering expires. If we elect to extend the rights offering, we will issue a press release announcing the extension no later than 9:00 a.m. Eastern Time, on the next business day after the most recently announced expiration date of the rights offering.

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If you hold your common stock in the name of a broker, dealer, custodian bank or other nominee, the nominee will exercise the subscription rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 p.m. Eastern Time, on , 2023, which is the expiration date that we have established for the rights offering.

Termination

•

we receive minimum gross proceeds of at least $10 million through the rights offering, such amount subject to increase by our ~~limited~~board ~~operating~~of ~~history~~directors;

•

~~our~~ we ~~ability~~reach an agreement with SVB to ~~manage~~restructure ~~growth~~our indebtedness on terms acceptable to us; and

•

~~our~~ we ~~ability~~renegotiate or otherwise reach a settlement with respect to ~~obtain~~a ~~additional~~legacy ~~financing~~building ~~when~~lease ~~and~~on ifterms ~~needed;~~acceptable to us.

See “Recent Developments” for recent developments with respect to the above conditions.

Return of Funds upon Completion or Termination

The subscription agent will hold funds received in payment for Units in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is terminated. You will not be able to rescind your subscription. Any excess subscription payments, including refunds resulting from will be returned to you as soon as practicable after the expiration of the rights offering, without interest or deduction. If the rights offering is terminated for any reason, all subscription payments received by the subscription agent will be returned as soon as practicable, without interest or deduction.

Methods for Exercising Subscription Rights

The exercise of subscription rights is irrevocable and may not be canceled or modified. You may exercise your subscription rights as follows:

Subscription by Record Holders

Rights holders who are registered holders of our common stock or the Participating Warrant may exercise their subscription rights by properly completing and executing the subscription rights certificate and forwarding it, together with your full payment, to the subscription agent at the address given below under “— Subscription Agent,” to be received before 5:00 p.m. Eastern Time, on , 2023.

Subscription by Beneficial Owners

If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, dealer, custodian bank, or other nominee, you will not receive a subscription rights certificate. Instead, we will issue subscription rights to such nominee. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for Units in the rights offering and follow the instructions provided by your nominee.

To properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege before the rights offering expires.

Payment Method

You must timely pay the full subscription payment, in U.S. currency, for the full number of Units you wish to acquire pursuant to the exercise of subscription rights (including any exercise of the over-subscription privilege).

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If you are a record holder, you must submit your subscription payment by delivering a:

•

~~our~~ personal ~~ability~~check or bank draft drawn against a U.S. bank payable to ~~expand~~“Computershare ~~product~~Trust ~~offerings~~Company, N.A.”; or

•

~~our~~ wire ~~ability~~transfer of immediately available funds directly to ~~compete~~the ~~with~~account ~~others~~maintained inby ~~our~~the ~~industry;~~subscription agent.

•You should read the instruction letter accompanying the subscription rights certificate carefully and strictly follow it. Do not send subscription rights certificates or payments directly to the Company. We will not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed subscription rights certificate and payment of the full subscription price.

~~our~~The ~~ability~~method of delivery of subscription rights certificates and payment of the full subscription price to ~~protect~~the ~~our~~subscription ~~intellectual~~agent ~~property;~~will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those statements and payments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the subscription agent before the rights offering expires.

If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, dealer, custodian bank or other nominee, please follow the instructions provided by your nominee.

•Clearance of Personal Checks

If you are a record holder and you are paying by personal check, please note that payment will not be deemed to have been received by the ~~ability~~subscription agent until the check has cleared, which could take at least five (5) business days. Any personal check used to pay for Units must clear the appropriate financial institutions prior to 5:00 p.m., Eastern Time, on , 2023, the expected expiration date of ~~certain~~this ~~existing~~rights ~~stockholders~~offering, unless we, in our sole discretion, extend the period for exercising the subscription rights. Accordingly, holders that wish to ~~determine~~pay the ~~outcome~~subscription price by means of ~~matters~~a ~~which~~personal ~~require~~check ~~stockholder~~are ~~approval;~~urged to make payment sufficiently in advance of the expiration of the rights offering to ensure such payment is received and clears by such date. If you elect to exercise your subscription rights, we urge you to consider using a wire transfer of immediately available funds to ensure that the subscription agent receives your funds prior to the expiration of the rights offering.

Subscription Agent and Information Agent

•The subscription agent for this rights offering is Computershare. The address to which subscription rights certificates and payments should be mailed or delivered by overnight courier is provided below.

~~Our~~ ~~results~~By ofMail: ~~operations;~~Computershare Inc. 150 Royall Street, Suite V Canton, Massachusetts 02021 Attention: Molekule Rights Offer By Courier: Computershare Inc. 150 Royall Street, Suite V Canton, Massachusetts 02021 Attention: Molekule Rights Offer

If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the subscription agent before the rights offering expires.

•If you deliver subscription documents or subscription rights certificates in a manner different than that described in this prospectus, then we may not honor the exercise of your subscription rights.

~~our~~Missing ~~ability~~or toIncomplete ~~defend~~Subscription ~~against~~Forms ~~legal~~or ~~proceedings;~~Payment ~~and~~

If you fail to complete and sign the subscription rights certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your subscription rights before the rights offering expires, the subscription agent will reject your subscription or accept it to the extent of the payment received. Neither we nor the subscription agent undertakes any responsibility or action to contact you concerning

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common stock being offered for sale by the Selling Stockholder.

However, upon the cash exercise of the warrant, we will receive the exercise price of such warrant, for an aggregate amount of $16.5 million if the warrant is exercised in full. There is no assurance the warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which will be exercised or the period in which they will be exercised.

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DIVIDEND POLICY

We have not paid any cash dividends on our shares of common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be declared at the discretion of our Board. It is the current intention of our Board to retain all earnings, if any, for use in our business operations, and accordingly, our Board does not anticipate declaring any dividends in the foreseeable future. See the section entitled “Risk Factors — Risks associated with our common stock — We have never declared dividends and do not intend to.”

Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. There is no assurance that we will be able to satisfy these statutory requirements in the future.

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BUSINESS

Overview

AeroClean Technologies is an interior space air purification technology company. Our immediate objective is to initiate the full-scale commercialization of our high-performance interior air sterilization and disinfection products for the eradication of harmful airborne pathogens, including COVID-19.

In July 2021, we completed the development stage of our first device, the Pūrgo room air purification unit, including design and independent testing and certification, as well as the scale-up of manufacturing, and began commercial production and sales. Pūrgo’s launch also marks the debut of our go-to-market strategy for SteriDuct, the Company’s patented air purification technology. We intend to incorporate SteriDuct into a broad line of autonomous air treatment devices. In February 2022, we debuted a prototype of Pūrgo Lift, our air purification solution for elevators and other wall-mount applications, and since then certain of our customers have been testing and evaluating Pūrgo Lift for future deployment in their facilities.

Our products are being designed and engineered to exceed the rigorous standards set by the FDA for Class II medical devices used for interior air sterilization and disinfection products. In June 2022, the FDA granted our Pūrgo technology 510(k) clearance for use in healthcare and other markets for which product performance to reduce the amount of certain airborne particles and infectious microbes in an indoor environment must be validated to specific standards. Our Pūrgo technology was tested and certified to meet such standards by independent laboratories. Regulatory clearances and independent certifications serve as important indications of product quality and performance that also influence decision-making by non-healthcare market equipment purchasers.

Pūrgo has been well-received by our customers. Our success depends to a large extent on our ability to increase sales of our Pūrgo device during 2022 and beyond.

Background and Purpose

We were established by our co-founders, Amin J. Khoury, PhD (Hon), our Chairman; David Helfet, M.D., our Chief Medical Officer; and Mark Krosney, our Chief Scientific Officer, to fulfill their determination to provide solutions for the critical challenges posed by harmful airborne pathogens and resultant HAIs.

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population. It is estimated that there are approximately 2 million HAIs annually in the United States, causing approximately 100,000 deaths and costing over $30 billion. These numbers are in-hospital only and do not include the likely much larger number of patients infected in outpatient infusion and treatment centers. For one example, there are more than 650,000 cancer patients that receive outpatient chemotherapy, and they are at risk for acquiring infections in these treatment facilities, despite advanced filtration and ventilation systems. In general, 60,000 cancer patients are hospitalized annually for chemotherapy-induced neutropenia and infections — one patient dies every two hours from this complication.

Several other members of our leadership team have long-standing working relationships with Dr. Khoury, including in senior-level roles at B/E Aerospace and KLX Inc.

Our Team

Senior members of our team include:

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Boeing Company in October 2018. Dr. Khoury served as Chairman of the Board, Chief Executive Officer and Co-Chief Executive Officer of B/E Aerospace from its founding in 1987 until its sale to Rockwell Collins in 2017. Dr. Khoury also served as Chairman, Chief Executive Officer and President of KLX Energy from September 2018 until May 2020. Dr. Khoury was a Trustee of the Scripps Research Institute from May 2008 until July 2014. Until 2012, for 26 years, Dr. Khoury also served as a director of Synthes, Inc., having earlier been Chairman of Synthes Maxillofacial, and a founding investor in Spine Products, Inc., which was acquired by Synthes in 1999. Synthes, a $4 billion annual revenue company, was the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants, before Dr. Khoury led an effort to merge Synthes with Johnson & Johnson in a $21 billion transaction in 2012. Dr. Khoury holds an Executive Masters Professional Director Certification, the highest level, from the American College of Corporate Directors and a Master’s Degree in Business Administration from Northeastern University. Dr. Khoury has served as a member of the Board of Trustees of Northeastern University since July 2018 and received an honorary doctorate from Northeastern University in May 2019. Dr. Khoury is a highly effective leader in organizational design and development matters and has been instrumental in identifying and attracting our managerial talent, team of highly accomplished scientists and Board members. He has an intimate knowledge of the Company, our industry and our competitors. All of the above experience and leadership roles uniquely qualify him to serve as our Company’s Chairman of the Board.

David Helfet, M.D. Dr. Helfet is one of our co-founders and is currently our Chief Medical Officer and a Director. He is currently a Professor of Orthopaedic Surgery at the Weill Medical College of Cornell University and Director of the Combined Orthopaedic Trauma Service at both the Hospital for Special Surgery and New York-Presbyterian Hospital. He has served on several committees of the American Academy of Orthopaedic Surgeons, the AO/ASIF Foundation (currently the Chairman of AO Documentation and Publishing), AO North America and the American Board of Orthopaedic Surgery, among others. In addition, Dr. Helfet has been extensively involved in the Orthopaedic Trauma Association, including as President from 1998 to 1999, and is still on its board as a past President. He was Assistant Professor of Orthopaedic Surgery at Johns Hopkins University School of Medicine from 1982 to 1986, Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.

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120 countries. Mr. DiBona spent the majority of his career, from 1999 to 2014, at GE Healthcare, holding multiple leadership and business development roles across the global healthcare organization. After his time at GE Healthcare, from 2014 to 2018, Mr. DiBona led the sales and marketing efforts at ePreop, a start-up medical software developer, with a successful launch and exit in the role of Executive Vice President of Sales and Marketing. Prior to AeroClean, Mr. DiBona served as Senior Vice President of Global Sales Strategies for America’s largest homebuilder, Lennar Corporation. Mr. DiBona earned his Bachelor of Science degrees in Molecular Biology and Microbiology from the University of Central Florida.

Michael Senft. Mr. Senft currently serves on our Board, where he is the Lead Independent Director. Over the past two years, Mr. Senft has served as a strategic advisor to several other venture stage companies, including acting as senior advisor to Critical Response Group, a venture-stage company established to apply battlefield protocols to homeland security applications. From 2014 to 2018, Mr. Senft served as Vice President — Chief Financial Officer, Treasurer and Head of Investor Relations of KLX Inc. Prior to his role at KLX Inc., Mr. Senft was an investment banker for over 30 years, including roles as Senior Managing Director at Moelis & Company, Global Head of Leveraged Finance at CIBC and Global Co-Head of Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.

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~~Ernst~~an &incomplete ~~Young~~or ~~and~~incorrect insubscription ~~various accounting roles at Corporate Express~~form, ~~now~~nor aare ~~subsidiary~~we ofunder ~~Staples.~~any ~~Ms. Floyd~~obligation ~~is a Certified Public Accountant licensed~~ to ~~practice~~correct insuch ~~Florida~~forms. ~~Ms. Floyd~~We ~~received~~have ~~her~~the ~~Bachelor~~sole ofdiscretion ~~Science~~to ~~and~~determine ~~Engineering~~whether ~~and~~a ~~Bachelor~~subscription ofexercise ~~Business~~properly ~~Administration~~complies inwith ~~International~~the ~~Business~~subscription ~~and Trade from Florida Atlantic University~~procedures. ~~Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a member of our Board.~~

~~Timothy~~The J.payment ~~Scannell. Mr. Scannell~~received ~~currently~~will ~~serves~~be onapplied ~~our~~to ~~Board.~~exercise ~~Mr. Scannell~~your ~~brings~~subscription ~~over~~rights ~~30 years~~to ofthe ~~experience~~fullest ~~and~~extent ~~success~~possible ~~delivering~~based ~~market-leading~~on ~~results~~the ~~from~~amount ~~his leadership roles at Stryker, one~~ of the ~~world’s~~payment ~~leading medical technology companies~~received. ~~Mr. Scannell~~Any ~~served~~excess assubscription ~~President~~payments ~~and~~received ~~Chief~~by ~~Operating~~the ~~Officer~~subscription ofagent ~~Stryker~~will ~~between~~be ~~2018 and 2021~~returned, ~~overseeing~~without ~~all~~interest ofor ~~Stryker’s commercial businesses and regions globally. Prior to this~~deduction, ~~he served~~ as ~~group~~soon ~~president for Stryker’s MedSurg & Neurotechnology businesses for ten years. Mr. Scannell currently serves~~ as apracticable ~~director~~following ~~and non-executive chairman of~~ the ~~Board~~expiration of ~~Directors for Insulet Corporation and is a director on~~ the ~~boards~~rights ~~of Novocure Limited, Renalytix plc and Collagen Matrix, Inc~~offering. Mr. Scannell attended the University of Notre Dame, where he received a bachelor’s degree in Business Administration and Marketing and his Master of Business Administration. Mr. Scannell’s extensive leadership experience, particularly with respect to public companies within the medical industry, qualify him to serve as a member of our Board.

~~Jimmy~~Issuance ~~Thompson. Mr. Thompson is our Vice President~~ of ~~Strategic~~Preferred ~~Sales.~~Stock ~~Over the course of three decades, Mr. Thompson has served many leadership roles in the healthcare industry. For the past 19 years at Cerner Corporation, Mr. Thompson has built~~ and ~~led~~Warrants highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplier of health information technology services, devices, and hardware used at more than 27,000 facilities around the world. Prior to Cerner, he held key sales roles at GE Healthcare and SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee.

~~Nick~~The ~~DeAngelis,~~shares ~~PhD. Dr. DeAngelis is our Director~~ of ~~Regulatory~~preferred ~~Affairs~~stock &and ~~Quality~~warrants ~~and,~~that asare apurchased ~~self-employed~~in ~~consultant,~~the isrights aoffering ~~key~~as ~~member~~part of the ~~development~~Units ~~team~~will ~~for~~be ~~the~~issued ~~Pūrgo air purification and disinfection product development project. Dr. DeAngelis has over 40 years of experience~~ in ~~pharmaceutical companies~~book-entry, ~~25 years~~or ~~of which was at senior management levels~~uncertificated, ~~including~~form ~~Senior~~meaning ~~Director~~that ofyou ~~the~~will ~~Analytical~~receive ~~and~~a ~~Physical~~DRS ~~Chemistry~~from ~~departments~~our attransfer ~~Wyeth~~agent ~~Laboratories,~~reflecting aownership ~~NYSE-listed~~of ~~public~~these ~~company~~securities ~~acquired~~if byyou ~~Pfizer~~are ina ~~2009,~~holder ~~and~~of atrecord ~~Schering~~of ~~Plough~~shares ~~Laboratories,~~of aour ~~private~~common ~~company~~stock ~~acquired~~or bythe ~~Merck~~Participating ~~& Co~~Warrant. inIf ~~2009.~~you ~~Dr. DeAngelis~~hold ~~has~~your ~~worked~~shares ~~for a number~~ of ~~years~~ ascommon astock ~~self-employed consultant assisting numerous pharmaceutical and medical device companies~~ in ~~product~~the ~~development~~name ~~and~~of ~~quality~~a ~~assurance.~~custodian ~~Dr. DeAngelis~~bank, ~~holds~~broker, adealer, ~~Bachelor~~or ofother ~~Science~~nominee, ~~degree~~DTC inwill ~~Physics,~~credit ayour ~~Master~~account ofwith ~~Science~~your ~~degree~~nominee inwith ~~Chemistry~~the ~~and~~securities ayou ~~PhD~~purchased in ~~Chemistry~~the ~~from~~rights ~~Villanova University~~offering.

~~Edward~~No ~~Lanzilotta,~~Fractional ~~PhD. Employed~~Shares at IPS, Dr. Lanzilotta is a key member of the development team for the Pūrgo air purification and disinfection product development project. He has held engineering and management positions at Draper Laboratory, Bolt, Beranek & Newman, American Science and Engineering, Scientific Systems Corp. and Airborne Instruments Laboratory. Dr. Lanzilotta holds a Bachelor of Science degree in Electrical Engineering, a Master of Science degree in Mechanical Engineering and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.

~~Rao~~We ~~Tella. Mr. Tella~~do isnot ~~our~~intend ~~Director~~to ofissue ~~Operations.~~fractional Heshares ~~has~~of ~~been~~preferred ~~employed~~stock byor ~~Eaton~~fractional ~~Aerospace,~~shares ~~Puritan~~of ~~Bennet~~common ~~Corporation,~~stock aupon ~~Nasdaq-listed~~exercise ~~company~~of ~~acquired~~warrants byissued ~~Nellcor~~in ~~Incorporated~~the inrights ~~1995~~offering. toTo ~~form~~the ~~Nellcor~~extent ~~Puritan-Bennet~~that rounding occurs, ~~and~~any ~~B/E~~excess ~~Aerospace~~subscription inpayments ~~various~~received ~~capacities,~~by ~~including~~the ~~Manager~~subscription ofagent ~~R&D,~~will ~~Director~~be returned as soon as practicable after expiration of ~~Operations~~the rights offering, ~~P&L~~without ~~responsibility~~interest asor ~~Vice~~deduction. ~~President/General~~Similarly, ~~Manager~~no fractional shares of acommon ~~$400 million~~stock ~~business~~will ~~and~~be ~~Vice~~issued ~~President~~in connection with the conversion of ~~corporate~~the ~~strategy.~~preferred Mrstock. ~~Tella~~ ~~holds~~Instead, afor ~~Bachelor~~any such fractional share of ~~Science~~common ~~degree~~stock inthat ~~Engineering~~would ~~from~~otherwise ~~the~~have ~~Indian~~been ~~Institute~~issuable upon conversion of ~~Technology~~shares ~~located~~of inpreferred ~~Chennai~~stock, we may, at our election, pay a ~~Master~~cash ofpayment ~~Science~~equal ~~degree~~to insuch ~~Engineering~~fraction multiplied by the conversion price or round up to the next whole share, and afor ~~Master~~any such fractional share of ~~Business~~common ~~Administration~~stock ~~degree~~that ~~from~~would ~~the~~have ~~University~~otherwise been issued upon exercise of ~~Minnesota~~warrants, ~~and~~we ~~has~~will ~~completed~~round aup ~~strategic~~such ~~studies~~fraction ~~program~~to atthe ~~Harvard~~next ~~University~~whole share.

~~Bill~~Warrant ~~Reisenauer. Mr. Reisenauer~~Agent is our Lead Engineer on Pūrgo UV Subsystem Design, is a key member of the development team for the Pūrgo UV air purification and disinfection product development project and is the lead Engineer on the Pūrgo UV subsystem design, test and qualification. At B/E Aerospace,

The warrant agent for the warrants is Computershare.

Notice to Brokers and Nominees

If you are a broker, dealer, bank, or other nominee holder that holds shares of our common stock, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. If a beneficial owner of our common stock so instructs, you should complete the subscription rights certificate and submit it to the subscription agent with the proper subscription payment by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the Record Date, provided that you, as a nominee, make a proper showing to the subscription agent by submitting the form entitled “nominee holder certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact the subscription agent to request a copy.

Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions are irrevocable; we will not accept any alternative, conditional, or contingent subscriptions. We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the expiration date of the rights offering, unless we waive them in our sole discretion. Neither we nor the subscription agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when the subscription agent receives a properly completed and duly executed

TABLE OF CONTENTS

~~Mr. Reisenauer~~subscription ~~was~~rights ~~the~~certificate ~~director~~and ofany ~~engineering~~other ~~for~~required ~~the~~documents ~~lighting products group~~ and ~~drove~~ the ~~introduction~~full ofsubscription ~~LED technology into business and commercial aircraft lighting~~payment. ~~Mr. Reisenauer~~Our ~~holds~~interpretations ~~a Master~~ of ~~Science~~the ~~degree~~terms ~~in Electrical Engineering~~ and aconditions ~~Bachelor~~ of ~~Science degree in Electrical Engineering from~~ the ~~Polytechnic~~rights ~~Institute~~offering ofwill ~~New~~be ~~York~~final and ~~a Master of Business Administration from Adelphi University~~binding.

~~Karl~~Stockholder ~~Keppeler. Mr. Keppeler~~Rights is our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key member of the development team for the Pūrgo air purification and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

~~Joseph~~You ~~Toro. Mr. Toro~~will ishave ~~our~~no ~~Lead~~rights ~~Industrial~~as ~~Design Engineer and is~~ a ~~key~~holder ~~member~~ of the ~~development~~shares ~~team~~of ~~for~~our ~~the~~common ~~Pūrgo~~stock ~~air~~issuable ~~purification~~upon ~~and~~conversion ~~disinfection~~of ~~product~~the ~~development~~preferred ~~project.~~stock ~~Currently~~issued in the ~~director~~rights ofoffering ~~Industrial~~until ~~Design~~such atpreferred ~~IPS,~~stock ~~Mr. Toro~~is ~~has~~converted ~~more~~into ~~than~~common ~~20 years~~stock ofand ~~experience~~the ~~developing~~shares ~~award~~of ~~winning~~common ~~innovative~~stock ~~solutions~~are ~~for~~issued ~~consumer~~in ~~and~~book-entry ~~professional~~form ~~products.~~or ~~Mr. Toro~~your ~~directed~~account ~~the~~at ~~design~~your ofbroker, ~~products~~dealer, ~~ranging~~bank, ~~from~~or ~~miniature~~other ~~motion~~nominee ~~control~~is ~~solutions~~credited ~~for~~with ~~B/E~~the ~~Aerospace~~shares ~~and~~of ~~medical~~our ~~clients~~common tostock. ~~household~~Similarly, ~~appliances~~holders ~~for~~of ~~Applica~~warrants ~~Black~~issued ~~and~~in ~~Decker.~~connection ~~Mr. Toro~~with ~~holds~~the arights ~~Bachelor~~offering ofwill ~~Science~~not ~~degree~~have inrights ~~Industrial~~as ~~Design~~holders ~~from the University~~ of ~~Bridgeport.~~our ~~Mr. Toro’s~~common ~~team~~stock ~~has~~until ~~worked~~such ~~closely~~warrants ~~with~~are ~~Mr. Krosney~~validly inexercised and the ~~design~~shares of ~~PūrgoLift,~~common ~~AeroClean’s~~stock ~~elevator~~underlying ~~implementation~~the ~~product~~warrants ~~line~~are issued to the holder.

~~Our~~Foreign ~~Opportunity~~Stockholders

~~The~~We ~~COVID-19~~will ~~pandemic~~not ~~has~~mail ~~inspired~~this ~~intensive~~prospectus ~~analysis~~or ofany ~~how~~subscription ~~pathogens~~rights ~~are~~certificates ~~transmitted~~to ~~among~~stockholders ~~humans~~with ~~and~~addresses ~~has~~that ~~isolated~~are ~~the~~outside ~~role of airborne transmission as being among~~ the ~~most~~United ~~significant~~States ~~risks.~~or ~~While~~that ~~each~~have ~~pathogen~~an isarmy ~~unique,~~post ~~deadly~~office ~~viruses~~or ~~proliferate~~foreign ~~and~~post ~~are~~office ~~transmitted~~address. ~~between~~The ~~humans~~subscription ~~principally~~agent ~~through~~will ~~the~~hold ~~air,~~these ~~and~~subscription ~~then~~rights ~~can~~certificates ~~also~~for ~~settle~~their onaccount. ~~surfaces~~To ~~and~~exercise ~~may~~subscription ~~remain~~rights, ~~contagious~~our ~~for~~foreign ~~extended~~stockholders ~~periods~~must ofnotify ~~time depending upon~~ the ~~pathology.~~subscription ~~The~~agent ~~application~~prior ~~of ultraviolet (“UV”) light~~ to ~~both~~5:00 p.m. ~~the~~Eastern ~~air~~Time, ~~and~~on , to2023, ~~surfaces has emerged as~~ the ~~most~~fifth ~~efficacious~~business ~~way~~day prior to ~~thoroughly eradicate pathogens without~~ the ~~use~~expiration ~~of chemicals~~date, ~~drugs~~of oryour ~~solvents,~~exercise ~~which~~of ~~may~~subscription ~~leave~~rights ~~residues~~and orprovide ~~have~~evidence ~~other~~satisfactory ~~deleterious~~to ~~implications~~us, ~~for~~such ~~humans~~as ~~who~~a ~~come~~legal inopinion ~~contact~~from ~~after~~local ~~treatment. Most importantly~~counsel, ~~the~~that ~~UV-LED light embedded in our patented SteriDuct technology continuously treats~~ the ~~air~~exercise ~~passing~~of ~~through~~such ~~the~~subscription ~~Pūrgo~~rights ~~device~~does tonot ~~help~~violate ~~contain~~ the ~~spread~~laws of ~~pathogens~~the jurisdiction in ~~any~~which ~~enclosed~~such ~~space~~stockholder ~~where~~resides ~~they~~and ~~are~~payment ~~being continuously transmitted~~ by ana ~~infected person~~U.S. Abank ~~sanitized~~in ~~room~~U.S. isdollars nobefore ~~longer~~the ~~free~~expiration ~~from~~of ~~cross infection~~ the ~~moment~~rights anoffering. ~~infected~~If ~~person~~no ~~enters~~notice ~~it;~~is ~~and~~received ~~that~~by ~~person~~such ~~will~~time ~~continue~~or ~~to spread pathogens through~~ the ~~air~~evidence ~~for~~presented ~~the~~is ~~duration~~not ofsatisfactory ~~their~~to ~~presence~~us, ~~only mitigated by~~ the ~~ability~~subscription ofrights anrepresented ~~in-room~~thereby ~~air~~will ~~purification system to destroy pathogens while they are being emitted~~expire.

~~The~~No ~~global~~Revocation ~~air~~or ~~purification~~Change market for 2021 was estimated by industry sources at approximately $14.0 billion. We believe the emerging realization that pathogens introduced locally to a room will likely infect other occupants before the central building conditioning and filtering system can treat the air has led to a focus on continuous air treatment at the room level rather than at the building level. In addition, while historically air filtration has been predominantly focused on removing dust, spores, allergens and pathogens from air streams to maintain the efficiency (both energy and air quality) of large HVAC systems, we believe there is increasing focus on the ability to drive continuous, real-time pathogen elimination as part of the air filtration process. This includes the elimination of minute particles, including organic compounds, molds, bio-aerosols, bacteria and viruses.

WeOnce ~~believe~~you submit the ~~large~~subscription ~~majority~~rights ofcertificate ~~conventional~~or ~~air~~have ~~purification~~instructed ~~products~~your ~~are~~nominee ~~built~~regarding ~~for~~your ~~the~~subscription ~~consumer~~request, ~~market~~you ~~and~~are ~~only~~not ~~use~~allowed ~~air filtration as a way~~ to ~~filter — not~~revoke ~~eradicate — airborne~~or ~~pollutants.~~change ~~Many~~the ~~feature~~exercise ~~high-efficiency~~or ~~particulate~~request ~~air~~a ~~(“HEPA”)~~refund ~~and~~of ~~“HEPA~~monies ~~like”~~paid. ~~filter~~All ~~material,~~exercises ~~which is designed to trap 99.97%~~ of ~~particles~~subscription ~~down~~rights ~~to 0.3 microns. Viruses~~ are ~~much~~irrevocable, ~~smaller~~even ~~than~~if ~~0.3~~you ~~microns,~~learn ~~and~~information ~~studies~~about ~~show~~us that ~~viruses~~you ~~and~~consider ~~drug-resistant~~to ~~bacteria~~be ~~can penetrate HEPA filters~~unfavorable. AsYou ~~particle~~should ~~load~~not ~~builds-up~~exercise ~~and~~your ~~filters~~subscription ~~become~~rights ~~“dirty,”~~unless ~~tunneling~~you ~~can~~are ~~occur~~certain ~~allowing~~that ~~previously~~you ~~captured~~wish ~~particulate and pathogens~~ to ~~break~~purchase ~~through~~shares ~~filter~~at ~~material — increasing~~ the ~~probability~~subscription ~~of recontamination and infection in indoor spaces~~price. ~~We believe our patented UV-C LED SteriDuct technology augments HEPA filtration to not only filter pathogens but to kill them, and to do so continuously and effectively.~~

U.S. Federal Income Tax Treatment of Rights Distribution

For U.S. federal income tax purposes, we do not believe holders of shares of our common stock should recognize income or loss upon receipt or exercise of a subscription right. See “U.S. Federal Income Tax Considerations.”

No Recommendation to Rights Holders

Our board of directors is not making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on money invested. We cannot predict the price at which our shares of common stock will trade during or after the rights offering. You should make your investment decision based on your assessment of our business and financial condition, our prospects for the future and the terms of this rights offering. Please see the section of this prospectus titled “Risk Factors,” and similarly titled sections in the documents incorporated by reference here, for a discussion of some of the risks involved in investing in our common stock.

Purchase Commitment

We have not entered into any back-stop or standby purchase arrangement or similar arrangement in connection with this rights offering.

Shares of Our Common Stock, Preferred Stock and Warrants Outstanding After the Rights Offering

Assuming no additional equity securities are issued by us prior to consummation of the rights offering, and assuming the rights offering is fully subscribed, upon completion of the rights offering, we will have

TABLE OF CONTENTS

Weissued ~~expect~~and ~~that~~outstanding ~~our~~34,654,459 ~~patented~~shares ~~UV-C~~of ~~LED~~common ~~SteriDuct~~stock ~~technology~~outstanding, ~~which~~10,000 ~~has~~shares ~~been~~of ~~developed~~preferred ~~over~~stock ~~the~~issued ~~past~~and ~~seven years~~outstanding, iswarrants ~~adaptable~~ to ~~applications~~purchase additional ~~addressing~~shares ~~major points~~ of ~~potential~~our ~~contamination~~common instock ~~interior~~and ~~spaces.~~the ~~While~~PIPE ~~originally~~Warrants ~~developed principally~~ to ~~reduce~~purchase ~~the~~an ~~number~~aggregate of ~~HAIs~~up ~~and~~ to ~~limit~~13,180,000 ~~the~~shares ~~exposure~~ of ~~immunocompromised~~our ~~patients~~common tostock, ~~infectious~~based ~~microbes~~on ~~that cause HAIs~~34,654,459 weshares ~~have completed the development phase~~ of ~~the first commercial application of~~ our ~~technology~~common ~~just~~stock atoutstanding ~~the~~as ~~moment~~of inAugust 9, ~~history~~2023 ~~where~~(and weassuming ~~believe~~ we ~~can~~do ~~have~~not aissue ~~seminal~~additional ~~impact~~shares onof ~~people’s~~common ~~lives across society~~stock). WeThe ~~believe~~exact ~~AeroClean~~number ~~Technologies~~of ~~can~~shares ~~capture~~of anpreferred ~~expansive~~stock ~~market~~and ~~opportunity~~warrants bythat ~~installing~~will ~~our~~be ~~patented~~issued ~~devices~~and inoutstanding ~~hospitals,~~after ~~outpatient~~the ~~treatment~~rights ~~facilities,~~offering ~~commercial~~will ~~offices,~~depend ~~residential~~on ~~buildings,~~the ~~universities~~number ~~and~~of ~~schools,~~Units ~~senior~~that ~~living~~are ~~and~~purchased ~~nursing~~in ~~homes,~~the ~~non-hospital~~rights ~~healthcare~~offering. ~~facilities~~In ~~and~~addition ~~human~~to ~~transport~~the ~~and travel industries~~foregoing, ~~providing~~as ~~the~~of ~~Company~~August 11, ~~with~~2023, ~~both~~1,946,615 ~~initial~~shares ~~sales~~of ~~revenue~~our atcommon ~~attractive~~stock ~~margins~~remain ~~and~~available afor ~~steady~~future ~~stream~~issuance ofunder ~~aftermarket~~our ~~services~~2021 ~~revenues~~Incentive ~~related~~Award toPlan, ~~sales~~Director ofDeferred ~~replacement~~Compensation ~~filters~~Plan and ~~recurring~~Employee ~~maintenance~~Stock atPurchase ~~attractive levels of profitability~~Plan.

~~Through~~Fees ~~application~~ and ~~implementation~~Expenses ~~of our UV-C LED technology, the Pūrgo and Pūrgo Lift devices have the potential to create comprehensive solutions for at-risk enclosed spaces.~~

InNeither ~~the~~we, ~~year~~nor ~~ended~~the ~~December 31,~~subscription ~~2021~~agent, wewill ~~launched~~charge ~~the~~a ~~first~~brokerage ~~commercial~~commission ~~application~~or ofa ~~our~~fee ~~technology~~to ~~with~~subscription arights ~~lightweight~~holders ~~(approximately~~for 42exercising ~~pounds)~~their ~~portable~~rights. ~~device~~However, ~~Pūrgo,~~if ~~that~~you ~~continuously~~exercise ~~purifies~~your ~~the~~subscription ~~air~~rights through a custodian bank, ~~and~~broker, wedealer ~~have~~or ~~begun~~nominee, ~~the~~you ~~manufacturing~~will ~~process~~be toresponsible ~~support~~for ~~this~~any ~~rollout.~~fees Wecharged ~~have~~by ~~additional~~your ~~air~~custodian ~~purification~~bank, ~~applications~~broker, ~~also~~dealer inor ~~development~~nominee.

~~Our~~Listing ~~Strategy~~

~~Our~~The ~~mission~~subscription isrights tomay ~~establish~~not ~~AeroClean~~be ~~Technologies~~sold, astransferred, ~~the~~assigned ~~leader~~or ingiven ~~creating~~away ato ~~safe indoor environment~~anyone, ~~free~~and ofwill ~~dangerous~~not ~~pathogens,~~be ~~particles,~~listed ~~allergens,~~for ~~mold~~trading ~~and~~on ~~fungi,~~any ~~for~~stock ~~the~~exchange ~~healthcare,~~or ~~commercial~~market. ~~office,~~There ~~educational~~is ~~and~~no ~~transportation~~established ~~marketplaces.~~public ~~Our~~trading ~~goal~~market isfor ~~to become~~ the ~~leading~~preferred ~~provider~~stock ofor ~~airborne~~warrants ~~pathogen-eradication~~and ~~solutions,~~we ~~through~~do ~~the~~not ~~application~~expect ofone ~~air~~to ~~sanitization~~develop. ~~using~~In ~~our~~addition, ~~UV-C~~we ~~LED~~do ~~technology,~~not ~~and~~intend to ~~create~~apply ~~comprehensive~~for ~~solutions~~listing ~~for~~of ~~at-risk~~the ~~enclosed~~preferred ~~spaces~~stock ~~across~~or ~~hospitals,~~warrants ~~outpatient~~on ~~treatment~~any ~~facilities,~~securities ~~universities~~exchange ~~and~~or ~~schools,~~recognized ~~senior~~trading ~~living~~system. ~~and~~The ~~nursing~~shares ~~homes,~~of ~~non-hospital~~our ~~healthcare~~common ~~facilities,~~stock ~~commercial~~are ~~buildings~~currently ~~and~~traded on the ~~human~~Nasdaq ~~transport~~Capital ~~and~~Market ~~travel~~under ~~industries~~the symbol “MKUL.”

~~The~~Other ~~key~~Matters ~~elements of our strategy are:~~

•We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase Units from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares of preferred stock and warrants you may elect to purchase by exercise of your subscription rights in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate in the rights offering.

Establish our technology and brand by beginning the commercial production and sale of the Pūrgo air purification device predominantly to hospitals and outpatient treatment facilities and the healthcare and medical office market, including surgery centers and doctors’ offices.

•

Utilize third party FDA regulated contract manufacturing to launch the Pūrgo office air purification device and establish a commercial footprint.

•

Accelerate development and market introduction of our prototype PūrgoLift air purification solution for elevators, which is a critical need for large buildings to support occupants returning to and continuing to work in these buildings safely. Elevators create a point of acute vulnerability in both office buildings and in hospitals, where patients and outsiders are being transported at the same time, and who may carry pathogens into an environment where people are particularly vulnerable.

•

Capitalize on the aviation industry expertise and credibility of the former founder and executive officers of B/E Aerospace, who are now leading AeroClean Technologies, to create strategic alliances with aviation industry suppliers to provide both ground-based and in-flight air purification systems based upon patented SteriDuct UV-C LED technology.

•

Explore opportunities for collaboration and partnership with global industry leaders in HVAC to extend our UV-C LED air purification technology to the integrated air handling systems of large buildings.

•

Identify opportunities to establish and extend our industry leadership internationally, through selective joint ventures and acquisitions that further capitalize on our superior technology.

TABLE OF CONTENTS

~~and monitoring technology to enable the Company to effect its recurring revenue “Safe Air As a Service” model~~U. The Company’s goal is to provide actionable data to clients through the internet of things (IOT) to enable clients to provide Indoor Air Quality (IAQ) as part of their Indoor Environmental Quality (IEQ) initiativesS. ~~The~~FEDERAL ~~Company~~INCOME ~~currently~~TAX ~~has~~CONSIDERATIONS ~~no material agreements or arrangements with any of the several acquisition candidates and there can be no assurance that any of these acquisitions, or any others, will be consummated.~~

~~Our~~The ~~Strengths~~following discussion is a summary of U.S. federal income tax considerations generally applicable to the receipt, exercise and expiration of the subscription rights received in the rights offering, the ownership and disposition of shares of our preferred stock and warrants received upon exercise of the subscription rights and common stock received on the conversion of such preferred stock or the exercise of such warrants (such subscription rights, common stock, preferred stock and warrants received on exercise of our subscription rights, collectively our “Securities”). This summary deals only with holders that hold our Securities as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based on the existing provisions of the Code, the U.S. Treasury Regulations promulgated under the Code and administrative rulings and court decisions in effect as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

WeThis ~~believe~~summary ~~AeroClean Technologies~~ is ~~uniquely~~not ~~positioned~~a tocomplete ~~capitalize~~description onof all the ~~emerging~~tax ~~market~~consequences ~~for~~relevant ~~air~~to ~~sterilization~~the ~~products~~receipt, ownership and ~~services~~disposition of our Securities and, ~~that~~in weparticular, ~~will~~does ~~act~~not address tax considerations applicable to investors subject to special rules, such as certain financial institutions, insurance companies, real estate investment trusts, regulated investment companies, U.S. expatriates or former long-term residents of the United States, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, dealers or traders, insurance companies, tax-exempt entities, persons holding their shares as part of a ~~disrupter~~hedge, tostraddle, conversion, constructive sale or other integrated transaction including the ~~existing~~constructive ~~hierarchy~~sale provisions of ~~traditional~~Section 1259 ~~HVAC~~of ~~and~~the ~~cleaning~~Code, ~~businesses~~holders that doactually or constructively own 5% or more of our stock by vote or value, holders that treat their Securities as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code, holders who acquired their Securities in connection with stock option or stock purchase plans or in other compensatory transactions, and persons subject to the “applicable financial statement” tax accounting rules under Section 451(b) of the Code. It also does not ~~adequately~~address any U.S. state and local tax, U.S. federal non-income tax or non-U.S. tax considerations. It also does not address the ~~emerging~~alternative ~~threat~~minimum oftax ~~human~~or ~~pathogen~~the ~~cross~~Medicare ~~infection~~tax on net investment income. The following discussion is intended only as a summary and ~~transmission~~does not purport to be a complete analysis or listing of all of the potential tax effects relevant to the receipt, ownership or disposition of our Securities.

WeAs ~~believe~~used herein, “holder” means a beneficial owner of our ~~principle~~Securities ~~strengths~~(as inapplicable). ~~capturing~~“U.S. ~~this~~Holder” ~~opportunity~~means ~~are:~~a holder that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income tax without regard to its source. “Non-U.S. Holder” means a holder that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. Holder.

•Partnerships (or other pass-through entities) holding our Securities, and partners (or other owners) in such partnerships (or other pass-through entities), should consult their own tax advisors about the U.S. federal income tax consequences to them of receiving our Securities.

~~Superior~~EACH ~~core~~HOLDER ~~technology~~OF ~~embedded~~OUR inCOMMON ~~our~~STOCK ~~patented~~IS STRONGLY URGED TO CONSULT SUCH HOLDER’S OWN TAX ADVISORS REGARDING THE SPECIFIC FEDERAL, UVSTATE, LOCAL AND NON-CU.S. ~~LED~~INCOME ~~air~~AND ~~treatment~~OTHER ~~technology~~TAX ~~utilized~~CONSIDERATIONS inOF ~~the~~THE ~~Pūrgo~~RECEIPT ~~air~~AND ~~purification~~EXERCISE ~~device~~OF THE SUBSCRIPTION RIGHTS AND THE OWNERSHIP AND DISPOSITION OF OUR PREFERRED STOCK AND WARRANTS ACQUIRED UPON EXERCISE OF THE SUBSCRIPTION RIGHTS, ~~which~~AND ~~the~~OWNERSHIP ~~FDA~~AND ~~has~~DISPOSITION ~~indicated~~OF ~~that~~OUR weCOMMON ~~can~~STOCK ~~market~~RECEIVED ~~and~~ON ~~sell~~THE ~~for~~EXERCISE ~~intended~~OF ~~use~~OUR ~~through~~WARRANTS ~~510(k)~~OR ~~clearance~~CONVERSION OF OUR PREFERRED STOCK.

Tax Considerations Applicable to U.S. Holders

•Receipt of Subscription Rights

~~Efficacy~~Although ~~validated~~the ~~through~~authorities ~~independent~~governing ~~testing~~transactions atsuch ~~third~~as ~~party~~the ~~laboratories~~rights offering are complex and ~~FDA~~do ~~510(k)~~not ~~clearance,~~directly ~~validating~~address consequences of certain aspects of the ~~design~~rights offering or the distribution of subscription rights and ~~manufacturing~~the ~~rigor~~effects of the ~~Pūrgo~~over-subscription ~~air~~privilege, ~~purification~~we ~~device.~~do not believe the receipt of subscription rights

•

Our growing team of dedicated engineers, regulatory officers and sales and marketing professionals, which we believe will provide our Company with a significant competitive advantage over our smaller and regional competitors, as well as those larger competitors who are not focused specifically on pathogen elimination as a dedicated priority and do not currently have truly competitive products in their portfolios of products and services.

•

Our executive team, which includes our chief executive officer and chief financial officer, with backgrounds in building and leading international healthcare sales teams and growing large, international public companies organically and through strategic acquisitions, respectively, establishing the cornerstone of a first-class management team.

•

Time, capital and expertise of the team dedicated to the development and manufacturing of the Pūrgo air purification device, which separates it from its competition and which we believe will generate differential outcomes when marketing to hospital and non-hospital healthcare customers as well as other discriminating target markets.

•

The credibility in the healthcare market afforded us by our founding partner and Chief Medical Officer, Dr. David Helfet.

•

The business building acumen and leadership of our founding partner, Amin J. Khoury. Dr. Khoury, as the Founder and formerly Chairman and Chief Executive Officer of B/E Aerospace, the world’s leading commercial aircraft cabin interiors company prior to its acquisition by Rockwell Collins, built the business through both organic growth and acquisitions, by establishing superior in-house engineering and global sales capability, and by driving innovations across product categories, thereby establishing B/E Aerospace as the world leader and differential partner to its airline customers, as well as to The Boeing Company, Airbus and the business jet manufacturers.

•

The expertise and leadership of Jason DiBona, to lead the Company as Chief Executive Officer, who we believe provides us with strong judgment on the healthcare industry’s future development trends based on his prior experience at GE Healthcare.

•

Our product is priced such that it can be quickly implemented and fit within multiple budgets, making it marketable to a wide range of hospital medical departments and other customers.

Our History

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~~lead~~by ~~engineers~~a ofU.S. ~~B/E~~Holder ~~Aerospace.~~pursuant ~~The~~to ~~technology~~the ~~was~~rights ~~originally~~offering ~~intended~~should be treated as a taxable distribution with respect to ~~address~~such ~~commercial~~U.S. ~~aircraft~~Holder’s ~~cabin~~existing ~~air~~shares ~~quality~~of ~~applications~~our common stock for U.S. ~~However,~~federal ~~Amin~~income Jtax purposes. ~~Khoury,~~Pursuant to Section 305(a) of the ~~Founder~~Code, ~~and~~in ~~formerly~~general, the ~~Chairman~~receipt ~~and~~by ~~Chief~~a ~~Executive~~U.S. ~~Officer~~stockholder of ~~B/E~~a ~~Aerospace,~~right ~~recognized~~to ~~the~~acquire ~~commercial~~stock ~~potential~~should ofnot ~~this~~be ~~technology~~included ~~for~~in the ~~healthcare~~taxable ~~market,~~income ~~after~~of ~~discussions~~the ~~with Dr~~recipient. ~~David~~ ~~Helfet,~~The Cogeneral rule of non-~~Founder~~recognition ~~and~~in Section 305(a) of the ~~Director~~Code ~~Emeritus~~is subject to certain exceptions in Section 305(b) of the ~~Orthopedic~~Code, ~~Trauma~~which ~~Service~~include at“disproportionate ~~both~~distributions.” ~~the~~A ~~Hospital~~disproportionate ~~for~~distribution ~~Special~~is ~~Surgery~~a ~~and~~distribution ~~the~~or ~~New~~a ~~York-Presbyterian~~series ~~Hospital~~of distributions, ~~regarding~~including deemed distributions, that has the ~~critical~~effect ~~challenge~~of tothe ~~patients~~receipt ~~and~~of ~~hospitals~~cash ~~posed~~or other property by ~~HAIs.~~some ~~Dr. Khoury~~stockholders ~~subsequently~~or ~~led~~holders of debt instruments convertible into stock and an ~~“angel”~~increase ~~investment~~in ~~group~~the proportionate interest of other stockholders in ~~funding~~a corporation’s assets or earnings and profits. We may have outstanding options and warrants (such as the ~~Company~~PIPE upWarrants) tothat ~~our~~could ~~IPO~~cause, inunder ~~particular~~certain tocircumstances ~~provide~~that ~~for~~cannot ~~rigorous~~currently ~~design~~be ~~and~~predicted ~~development~~(such ofas ~~Pūrgo~~a failure to properly adjust the option price in connection with a ~~manner~~stock ~~conforming~~distribution), the receipt of subscription rights pursuant to ~~demanding~~this ~~regulatory~~rights ~~requirements~~offering ~~and~~to ~~the~~be ~~development~~part of ~~substantial~~a ~~intellectual~~disproportionate ~~property~~distribution, as contemplated in Section 305(b) of the Code.

~~Dr. Khoury~~Our ~~and~~position ~~Dr. Helfet~~regarding ~~are~~the ~~long~~tax-~~time~~free ~~colleagues~~treatment ~~who~~of ~~developed~~the asubscription ~~strong~~rights ~~business~~distribution ~~relationship~~is ~~during~~not ~~their~~binding ~~respective~~on ~~26-~~the ~~and~~IRS ~~10-year~~or ~~service~~the courts. If our tax position concerning the rights offering is finally determined by the IRS or a court to be incorrect, whether on the ~~board~~basis ofthat ~~directors~~the issuance of ~~Synthes,~~the ~~Inc.,~~subscription rights is a ~~company~~“disproportionate ~~with~~distribution” ~~$4 billion~~described ofabove ~~annual~~or ~~revenue~~otherwise, ~~and~~the fair market value of the ~~world’s~~subscription ~~leading~~rights ~~manufacturer~~will ~~and~~be ~~marketer~~taxable to holders of ~~orthopedic~~our ~~trauma~~stock ~~implants.~~as Ina ~~2011,~~dividend ~~Dr. Khoury,~~to atthe extent of the ~~request~~holder’s pro rata share of ~~Hansjörg~~our ~~Wyss,~~current ~~Chief~~and ~~Executive~~accumulated ~~Officer~~earnings ofand ~~Synthes~~profits, ~~led~~if anany, ~~effort~~for tothe ~~sell~~taxable ~~Synthes~~year in which the subscription rights are distributed. InAny ~~2012,~~excess ~~Synthes~~will ~~successfully~~be ~~merged~~treated ~~with~~as ~~Johnson~~a &tax-free ~~Johnson~~return of a holder’s ~~DePuy~~basis ~~franchise~~ in aour ~~$21 billion~~stock ~~transaction~~up to the amount of such basis with any additional amount treated as capital gain.

ToThe ~~date,~~following ~~our~~discussion ~~team~~assumes ~~was~~that ~~formed through~~ the ~~utilization~~subscription ofrights ~~highly~~issuance ~~qualified~~is ~~independent~~a ~~contractors~~non-taxable ~~and~~distribution ~~executives, including scientists, engineers, sales and marketing resources and others~~ with ~~expertise~~respect into ~~electrical,~~a ~~mechanical and software engineering, computer science and regulatory matters, as well as experience in the healthcare and medical device industries~~U.S. WeHolder’s ~~have~~existing ~~used~~shares ~~consultants~~of ~~and~~our ~~other~~stock ~~contract personnel~~ for ~~product~~U.S. ~~development~~federal ~~and~~income ~~engineering~~tax ~~projects as well as for outsourced manufacturing to leverage industry and subject matter experts as well as to manage the Company’s fixed cost structure~~purposes.

WeTax ~~believe~~Basis ~~the team AeroClean Technologies has assembled,~~ in ~~addition to its differentiated technology and product offering, positions~~ the ~~Company~~Subscription toRights ~~establish itself as the category leader and industry consolidator in premium air purification solutions for rooms, elevators and transportation systems.~~

DrIf the fair market value of the subscription rights a U. ~~Khoury~~S. ~~and~~Holder ~~his~~receives ~~team,~~is less than 15% of the fair market value of its existing shares of our stock (with anrespect ~~established~~to ~~track~~which ~~record~~the ~~and~~subscription ~~experience~~rights ~~from~~are ~~B/E~~distributed) ~~Aerospace~~on inthe ~~penetrating~~date ~~and~~the ~~ultimately~~U.S. ~~becoming~~Holder receives the ~~industry~~subscription ~~leader~~rights, ~~for~~the subscription rights will be allocated a ~~comprehensive~~zero ~~array~~dollar ofbasis ~~commercial~~for ~~aircraft~~U.S. ~~cabin~~federal ~~interior~~income ~~components~~tax inpurposes, unless the ~~face~~U.S. Holder elects to allocate its basis in its existing shares of ~~multiple~~our ~~incumbent~~stock ~~competitors,~~between ~~informs~~its ~~AeroClean~~existing ~~Technologies’~~shares ~~approach~~of our stock and the subscription rights in proportion to the ~~air~~relative ~~purification~~fair market values of the existing shares of our stock and the subscription rights, ~~which~~determined weon ~~believe~~the isdate ~~currently~~of ~~populated~~receipt byof the subscription rights. If a ~~number~~U.S. Holder chooses to allocate basis between its existing shares of ~~small~~our ~~companies~~stock ~~with~~and ~~technology~~the ~~that~~subscription ~~relies~~rights, ~~predominantly~~then such U.S. Holder must make this election on ~~traditional~~a ~~filtration~~statement ~~devices~~included with its timely filed tax return (including extensions) for the taxable year in which such U.S. Holder receives the subscription rights. Such an election is irrevocable.

~~Leveraging~~However, ~~Engineering~~if the fair market value of the subscription rights received by a U.S. Holder is 15% or more of the fair market value of its existing shares of our stock on the date that such U.S. Holder receives the subscription rights, ~~Manufacturing~~then such U.S. Holder must allocate its basis in its existing shares of our stock between those shares and ~~Regulatory~~the ~~Expertise~~subscription rights received by the U.S. Holder in proportion to their fair market values determined on the date the U.S. Holder receives the subscription rights.

InThe ~~developing~~fair ~~our~~market ~~patents~~value ~~and~~of ~~related~~the ~~intellectual~~subscription ~~property~~rights ~~into~~on ~~commercial~~the ~~devices~~date that ~~will meet~~ the ~~exacting~~subscription ~~standards~~rights ofare ~~medical~~distributed ~~device~~is ~~regulators~~uncertain, ~~while~~and atwe ~~the~~have ~~same~~not ~~time creating a competitive advantage in our target markets~~obtained, ~~AeroClean~~and ~~Technologies~~do ~~has~~not ~~chosen~~intend to ~~partner~~obtain, ~~with~~an ~~leading~~appraisal ~~companies with both engineering and FDA regulatory expertise as well as FDA regulated contract manufacturers. Utilization~~ of the ~~leading~~fair ~~companies in their fields has allowed AeroClean Technologies to dramatically shorten the time-to-~~market ofvalue ~~our Pūrgo device (our first marketable device), while also taking advantage~~ of ~~best-in-class engineering, regulatory expertise and assembly of our first commercial units without having to invest~~ the ~~substantial~~subscription ~~sums~~rights on that ~~would be required to establish all these capabilities in-house~~date. The exacting standards embedded in our Pūrgo device are expected to deliver market leading performance in air purification with true competitive differentiation and which has supported final FDA 510(k) clearance for utilization in healthcare and other target markets where performance must be validated by certified independent laboratories.

~~Our~~Holders ~~in-house~~of ~~team,~~our ~~leveraging~~stock ~~these~~should ~~organizations,~~consult ~~has~~with ~~developed~~their ~~what~~own wetax ~~believe~~advisors toregarding betheir ~~the~~tax ~~lightest~~basis ~~weight,~~in ~~most~~shares ~~compact,~~of ~~powerful~~our stock and ~~cost-effective~~subscription ~~pathogen~~rights ~~elimination device for our target markets~~received.

~~AeroClean~~Exercise ~~Technologies contracted with IPS, a leading medical and technology device engineering group, in developing the device configuration, which would optimize the performance and reliability~~ of ~~our~~Subscription ~~patented~~Rights UV-LED and SteriDuct technology. With over 100 designers and engineers who specialize in commercializing highly exacting applications of new technology, a dedicated IPS team has worked continuously with us to design, develop, test and source the components for the commercial production of the Pūrgo device. This is particularly true of electronics design and software engineering as well as product industrial design. To manufacture our first Pūrgo device, AeroClean Technologies has engaged Mack Molding, a leading contract

In general, a U.S. Holder will not recognize gain or loss upon the exercise of a subscription right acquired in the rights offering. A U.S. Holder’s adjusted tax basis, if any, in the subscription right plus the subscription price should be allocated between the share of preferred stock and the warrant acquired upon exercise of the subscription right. Any tax basis in the stock upon which the subscription rights were

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~~manufacturer~~issued ofwhich ~~medical~~is ~~devices,~~allocated ~~which~~to ~~also~~the ~~has~~subscription ~~experience~~rights ~~manufacturing~~under ~~devices~~the ~~for~~prior paragraph should be further allocated between the ~~transportation,~~share ~~energy/environment,~~of ~~defense/aerospace~~preferred stock and ~~consumer~~the ~~markets~~warrant acquired upon exercise of the subscription right in proportion to their relative fair market values on the date the subscription rights were distributed. ~~AeroClean~~The ~~Technologies~~subscription ~~also~~price ~~engaged~~should ~~MethodSense,~~be aallocated ~~regulatory~~between ~~affairs~~the share of preferred stock and ~~quality~~the ~~assurance~~warrant ~~consulting~~acquired ~~firm,~~upon toexercise ~~reduce~~of ~~time~~the subscription right in proportion to their relative fair market ~~and~~values ~~move~~on ~~our~~the ~~Pūrgo~~exercise ~~device~~date. ~~successfully~~These ~~through~~allocations establish the ~~FDA~~U.S. ~~regulatory~~Holder’s ~~process~~initial tax basis for U.S. ~~MethodSense~~federal isincome atax ~~global~~purposes ~~medical~~in ~~device~~the ~~consultancy~~shares of preferred stock and ~~software~~warrants ~~developer~~received ~~with~~upon ~~over~~exercise ~~21 years~~of such U.S. Holder’s subscription right. The holding period of ~~deep~~a ~~industry~~share ~~experience,~~of ~~proven~~preferred ~~processes~~stock ~~and~~or ~~modern~~a ~~technology~~warrant ~~focused~~acquired onupon exercise of a subscription right in the ~~commercial~~rights ~~success~~offering ofwill ~~medical~~begin ~~device~~on ~~companies~~the date of exercise.

~~Our~~Expiration ~~Value~~of ~~Proposition~~Subscription Rights

~~While~~If ~~there~~a ~~are~~U.S. ~~numerous~~Holder ~~air~~allows ~~filtration~~subscription ~~devices~~rights ~~currently~~received onin the ~~market,~~rights inoffering ~~addition~~ to ~~traditional filters fitted on HVAC systems primarily in hospitals~~expire, wethen ~~believe~~such ~~the Pūrgo devices promise a step-change improvement in air treatment~~U.S. ByHolder ~~employing~~should ~~our~~not ~~patented~~recognize ~~UV-C~~any ~~LED~~gain ~~and~~or ~~SteriDuct~~loss ~~technology~~for ~~combined~~U.S. ~~with~~federal ~~three-stage~~income ~~filtration,~~tax ~~our~~purposes. ~~devices~~In ~~not~~such ~~only remove dust~~case, ~~spores, allergens and pathogens from~~ the ~~air~~U.S. ~~but~~Holder ~~also~~should ~~eradicate~~re-allocate ~~essentially~~any ~~all~~portion ~~types~~ of ~~airborne~~the ~~pathogens~~tax inbasis ~~occupied room airspaces and do so continuously. The process of upgrading HVAC systems~~ in ~~hospitals,~~its ~~schools,~~existing ~~office~~stock ~~buildings,~~previously ~~commercial~~allocated ~~spaces~~to ~~and others looking for air quality solutions can not only be costly, but it can also be disruptive as~~ the ~~core~~subscription ~~system~~rights isthat ~~retrofitted~~have orexpired ~~construction takes place~~ to ~~address high-risk areas throughout~~ the ~~building~~existing stock.

~~Further,~~Distributions ~~HVAC~~on ~~systems~~Preferred doStock ~~not~~or ~~always~~Common ~~run~~Stock continuously and cannot, in any event, continuously protect a room’s occupants as compared to Pūrgo, which is continuously running and placed close to potential sources of cross-infection. Larger plug-and-play solutions are generally more costly and, we believe, less effective because they cannot always be placed closest to the occupants we are protecting. Our first Pūrgo device is of a size and price point ($3,250 manufacturer’s suggested retail price (MSRP)) that allows customers to strategically place units for optimal reduction of occupants’ exposure to airborne particles and pathogens. We believe the combination of technology, performance and price of the Pūrgo devices will deliver a singular value proposition that will make AeroClean Technologies a disruptor and consolidator in the professional air treatment market.

~~Our~~Distributions ~~Technological~~with ~~Advantage~~respect to shares of our preferred stock or common stock will be taxable as dividend income to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purpose.

~~The~~Dividend ~~foundation~~income ofreceived ~~our~~by ~~patented~~certain ~~pathogen~~non-~~killing~~corporate ~~technology~~holders iswith ~~the~~respect ~~utilization~~to shares of ~~solid-state~~our ~~LEDs~~preferred ~~and~~stock ~~the~~common ~~unique~~stock ~~way~~will wegenerally ~~have~~be ~~deployed~~“qualified ~~this~~dividends” ~~LED~~subject ~~technology~~to ~~through~~preferential ~~the~~rates ~~development~~ of ~~our~~U.S. ~~patented~~federal ~~SteriDuct~~income ~~technology~~tax, ~~which~~provided ~~incorporates~~that athe ~~proprietary~~U.S. ~~geometry~~Holder meets applicable holding period and ~~reflective~~other ~~coating~~requirements. ~~air~~Subject ~~induction~~to ~~and~~similar ~~treatment~~exceptions, ~~process~~dividend income on our shares of preferred or common stock paid to ~~safely~~holders ~~deliver~~that ~~superior~~are ~~pathogen~~domestic ~~killing~~corporations ~~capability,~~will ~~while~~generally ~~operating~~qualify atfor ~~lower~~the ~~power~~dividends-received ~~levels~~deduction. ~~and~~In addition, the dividends received deduction with ~~minimal~~respect ~~air~~to ~~flow~~distributions ~~disruption~~may be subject to Section 1059 of the Code. ~~Our~~Section 1059 ~~technology~~of ~~uses~~the ~~UV-emitting~~Code ~~LEDs,~~requires ~~which~~a ~~replaces~~corporate ~~conventional~~U.S. ~~vacuum~~Holder ~~tube~~to UVreduce ~~sources~~its ~~used~~adjusted tax basis in ~~other~~its ~~competing~~stock UVon ~~devices —~~ which ~~are~~it ~~harmful~~has toreceived ~~human~~a ~~beings~~dividend ~~and~~by the ~~environment~~amount ~~and~~of ~~emit~~the ~~poisonous~~dividends ~~mercury~~received ~~gas~~deduction ~~when~~resulting ~~broken~~from any “extraordinary dividend.” An extraordinary dividend for purposes of Section 1059 of the Code includes, among other items, a dividend that exceeds 5% of a U.S. Holder’s adjusted basis in our preferred stock or 10% of its adjusted basis in our common stock.

~~Studies~~To ofthe ~~COVID-19~~extent ~~transmission have highlighted~~ that, ~~similar~~the toamount ~~seasonal~~of ~~flu~~a ~~viruses~~distribution ~~and~~exceeds ~~other~~our ~~pathogens~~current ~~(such as severe acute respiratory syndrome, or “SARS,”~~ and ~~Middle~~accumulated ~~East~~earnings ~~respiratory syndrome, or “MERS”), COVID-19 is transmitted predominantly through contact between an infected person~~ and ~~others. To effectively limit this exposure~~profits, ~~the~~such ~~air~~distribution inwill ~~the room that the infected person occupies must~~ be ~~continuously~~ treated tofirst ~~remove~~as ~~the~~a ~~pathogens~~tax-free ~~being~~return ~~transmitted~~of ~~into~~capital ~~the air in the room. The Pūrgo device operates continuously, and the devices are able~~ to ~~be placed strategically within occupied rooms to treat~~ the ~~infected~~extent ~~air closer to the source~~ of ~~the~~a ~~infectious~~holder’s ~~material,~~adjusted ~~rather~~tax ~~than~~basis ~~have~~in ~~the~~such ~~air~~shares ~~pulled~~of ~~from the room through traditional filtering systems. Testing results confirmed that~~ our ~~device,~~common ~~powered~~stock byand ~~SteriDuct,~~thereafter ~~was~~as ~~able~~capital ~~to eradicate 99~~gain.~~99%~~ ~~(“4 Log”) of airborne pathogens in less than 60 minutes, including a surrogate pathogen for COVID-19.~~

Redemption Premium on Preferred Stock

If the redemption price of preferred stock exceeds its issue price by more than a de minimis threshold, such excess may be treated as a constructive distribution of additional stock that is included in income over the term of our preferred stock if either (i) the likelihood of a Deemed Liquidation Event is not considered remote, or (ii) the Company is more likely than not to exercise its rights to redeem our preferred stock, in each case, within the meaning of the regulations under Section 305 of the Code.

For these purposes, the redemption price at maturity will exceed the de minimis threshold, if it exceeds the product of (i) 1/4 of 1% of the redemption price at maturity and (ii) the number of complete years to maturity. Because our preferred stock does not have a stated maturity date, it is unclear how to calculate the de minimis threshold on our preferred stock.

The issue price of our preferred stock for United States federal income tax purposes will be equal to the amount of the subscription price that is allocated to our preferred stock as discussed above under “— Exercise of Subscription Rights.” It is possible that our preferred stock will be issued with more than a de minimis amount of redemption premium. Under Section 305(c) of the Code, such premium must be taken into account as a series of constructive distributions under principles similar to the principles of the original issue discount provisions of the Code (i.e., using a constant yield method over the term of our

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~~The~~preferred ~~Pūrgo air filtration machine is a compact~~stock), ~~lightweight, powerful, energy efficient device that we believe delivers best-~~in~~-class~~ ~~performance.~~advance ~~The~~of ~~LEDs~~receiving ~~used~~distributions inattributable ~~Pūrgo produce UV output at precisely the wavelength~~ to ~~maximize~~such ~~pathogen killing, 265 nanometers~~income. ~~Our~~Because ~~utilization~~our ofpreferred ~~LEDs~~stock ~~reflects~~does ~~the~~not ~~advances in LED technology that~~ have ~~made LEDs superior to UV vacuum tube bulbs in terms of energy efficiency, superior air flow dynamics and safety. The cost of LEDs has come down by~~ a ~~factor~~stated ofmaturity ~~ten on a per watt basis over the past decade~~date, ~~while~~ the ~~effective~~amounts ~~operational life has also grown by ten,~~ and ~~output~~timing ~~power has increased by a factor~~ of seven. By contrast, UV vacuum tubes are an old technology, which cannot be operated in the presence of human beings and for which we believe significant performance improvements have been infrequent and have had less impact. LEDs also meet current environmental best practices, as they have no toxic materials such asinclusions ~~mercury, which~~ are ~~prevalent in conventional UV lamps~~uncertain.

WeThe ~~developed~~stated ~~our~~redemption ~~patented~~price ~~SteriDuct~~at ~~operating~~maturity ~~system~~will togenerally ~~optimize~~equal the ~~application~~face ofamount ~~state-~~of~~-the-art~~ ~~UV-C~~our ~~LEDs~~preferred ~~in several pathogen killing configurations~~stock. ~~Optical~~While ~~analysis~~there ~~tools~~is ~~such~~no asauthority ~~ray~~directly ~~tracing,~~on ~~combined with mathematical modeling~~point, ~~allow~~it usis topossible ~~geometrically~~that ~~locate~~ the ~~LEDs~~annual individend ~~the~~yield ~~exact~~on ~~spot~~our inpreferred ~~SteriDuct~~stock towill ~~maximize~~be ~~light~~included ~~intensity. Further, material scientific developments have enabled us to utilize alenod material~~ in the ~~coating~~stated ofredemption ~~SteriDuct,~~price ~~which~~at ~~triples the pathogen killing irradiance of SteriDuct~~maturity, ~~and~~with ~~computational fluid dynamics were applied in~~ the ~~positioning~~effect ofthat ~~the~~U.S. ~~LEDs~~Holders towould ~~optimize~~be ~~air~~treated ~~flow~~as ~~and~~constructively ~~minimize~~receiving ~~air~~a ~~pressure~~distribution ~~loss,~~in ~~thereby~~an ~~reducing~~amount ~~fan~~equal ~~and motor requirements~~ to ~~circulate~~annual ~~air,~~dividends ~~which~~payable ~~reduces~~on ~~size,~~our ~~weight~~preferred ~~and~~stock ~~cost~~even ~~while~~if ~~achieving~~such 4amounts ~~Log~~are ~~average~~not ~~kill rates (99~~paid.~~99%)~~ against viral, bacterial and fungal pathogens. To validate and prove the pathogen killing power of SteriDuct, we have completed extensive microbial testing in Good Laboratory Practice (“GLP”) compliant, independent laboratories.

~~Since~~U.S. ~~the~~Holders ~~design~~should ~~architecture~~consult oftheir ~~the~~tax ~~pathogen~~advisors ~~killing~~regarding ~~SteriDuct~~whether ~~has~~they anwill ~~efficient high air flow and a low pressure loss profile, the design is flexible and can~~ be ~~incorporated~~subject ~~into~~to ~~many~~constructive ~~applications.~~distributions ~~Implementation~~on ofany ~~our~~redemption ~~SteriDuct~~premium ~~technology~~(including ~~into~~ the ~~Pūrgo~~annual ~~devices~~dividend ~~incorporates~~yield) ~~both~~on ~~a sophisticated filtration system that reduces particles, odors, organic solvents, bacteria, viruses, allergen and mold, as well as~~ our ~~patented~~preferred ~~UV-C~~stock ~~LED based pathogen killing system. SteriDuct may also be used in large spaces such as lecture halls~~ and ~~auditoriums.~~how ~~SteriDuct~~to ~~purification~~determine ~~devices can be deployed at~~ the ~~HVAC~~amount ~~discharge~~and ~~grille~~timing ~~or at the central air handler. This implementation would not require additional fans in the air handler due to the low-pressure characteristics~~ of ~~SteriDuct.~~any Wesuch ~~expect~~constructive ~~that similar configurations can be developed for airplanes and buses~~distributions.

~~Our~~Constructive ~~Target~~Distributions ~~Markets~~on Preferred Stock

WeThe ~~believe~~conversion rate of our ~~technology~~preferred stock is ~~adaptable~~subject ~~and~~to ~~superior~~adjustment inunder ~~the~~certain ~~treatment~~circumstances. Section 305(c) of ~~air~~the Code and ~~destruction~~U.S. ofTreasury ~~pathogens~~Regulations inthereunder ~~any~~may ~~interior~~treat ~~space~~a U.S. ~~The~~Holder ~~market~~of ~~for~~ our ~~technology,~~preferred ~~therefore,~~stock isas ~~both~~having ~~large~~received ~~and~~a ~~global~~constructive distribution includable in ~~nature~~ such U.S. Holder’s income in the manner as described above under “— we ~~estimate~~Distributions on Preferred Stock or Common Stock,” if and to the ~~total~~extent ~~addressable~~that ~~market~~certain ~~opportunity~~adjustments ~~just~~in ~~within~~the conversion rate (or failures to make such an adjustment) increase the proportionate interest of such U.S. ~~healthcare~~Holder ~~market~~in toour beearnings ~~approximately~~and ~~$12 billion~~profits. ~~Our~~In ~~proprietary~~certain ~~patents~~other ~~and~~circumstances, an adjustment to the ~~validation~~conversion rate of our ~~first~~preferred ~~device~~stock or a failure to make such an adjustment could potentially give rise to constructive distributions to U.S. Holders of our common stock. Thus, ~~the~~under ~~compact~~certain circumstances, U.S. Holders may recognize income in the event of a constructive distribution even though they may not receive any cash or property.

Disposition of Common Stock or Preferred Stock

Subject to the discussion below with respect to Section 306 Stock, a U.S. Holder that sells or otherwise disposes of shares of common stock or preferred stock in a taxable transaction will generally recognize capital gain or loss equal to the difference between the amount realized and such U.S. Holder’s adjusted tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if a U.S. Holder’s holding period for such shares is more than one year at the time of disposition. Long-term capital gain of a non-corporate holder is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Section 306 Stock

In general, under Section 306 of the Code, if the receipt of the subscription rights is not taxable, preferred stock received on exercise of subscription rights may constitute “Section 306 stock” and be subject to special tax rules requiring recognition of ordinary income on a disposition of such stock, unless: (i) the Company does not have any current or accumulated earnings and profits for the current year, or (ii) U.S. Holders are able to establish to the satisfaction of the IRS that the distribution of subscription rights and subsequent disposition of preferred stock was not in pursuance of a plan having one of its principal purposes the avoidance of United States federal income tax. There can be no assurance, however, that any particular stockholder will be able to avoid Section 306 ordinary income treatment under these rules. Holders should consult their tax advisors regarding the availability of this exception to the ordinary income tax treatment under Section 306 of the Code with respect to their particular circumstances.

If preferred stock is subject to the rules applicable to Section 306 stock, the amount realized by a U.S. Holder upon a disposition of such preferred stock (other than (i) a redemption, which is discussed below, or (ii) a disposition resulting in a complete termination of a U.S. Holder’s entire actual and constructive stock ownership interest in the Company, which is discussed below) will be treated as ordinary income (and will not be offset by such U.S. Holder’s adjusted tax basis in such stock), but only to the extent that such amount does not exceed the amount which would have been treated as a dividend if at the time of the receipt of the subscription rights, if the Company were to have distributed cash in an amount equal to the fair market value of the subscription rights as of the date of their distribution (if you are a non-corporate U.S. Holder, such ordinary income will be treated as a dividend for purposes of applying the lower rate of taxation applicable to long-term capital gains (see discussion above under “— Distributions on Preferred Stock or

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~~lightweight~~Common Stock”)). Any excess of the amount realized over the sum of (i) the amount treated as ordinary income upon disposition plus (ii) the adjusted tax basis in such stock, ~~powerful~~will be treated as a capital gain. No loss will be recognized upon a disposition of Section 306 stock. A U.S. Holder’s adjusted tax basis in shares of preferred stock that has been disposed of that is not used to offset any amount realized from such disposition under the foregoing rules will generally be added to the adjusted tax basis of any common stock actually owned by such U.S. Holder. However, if a disposition (other than a redemption) of Section 306 stock terminates a U.S. Holder’s entire actual and ~~cost-effective~~constructive ~~Pūrgo~~stock ~~air~~ownership ~~purification~~interest ~~device~~in the Company, the foregoing rules will not apply and such U.S. Holder will be ~~important~~subject to the treatment described in ~~establishing~~“— ~~our~~Disposition ~~brand~~of Common and ~~commercial~~Preferred ~~footprint~~Stock” above such disposition will not give rise to ordinary income, and loss may be recognized.

~~The~~If ~~markets~~our wepreferred ~~intend~~stock toconstitutes ~~focus~~Section 306 ~~on initially will be predominantly in the healthcare industry~~stock, as the ~~inspiration~~amount ~~for~~realized ~~our~~by ~~technology~~a ~~was~~U.S. toHolder ~~address the high rate of HAIs acquired throughout hospitals, but particularly~~ in ~~surgeries~~redemption ~~and outpatient treatment areas with the highest population~~ of ~~immunocompromised~~such ~~patients.~~stock ~~Moreover,~~will ~~the~~not ~~healthcare~~be ~~industry~~offset inby ~~the~~such U.S. ~~represents~~Holder’s anadjusted ~~approximately~~tax ~~$12 billion~~basis ~~market~~in ~~opportunity~~such ~~that~~stock ~~will continue to be on the front lines of dealing with pathogens~~ and, ~~therefore,~~will weresult ~~expect~~in ~~will~~dividend beincome ~~receptive~~ to ~~technological advances that address~~ the ~~issue.~~extent ~~We are acutely focused on the breadth~~ of ~~healthcare~~our ~~facilities~~then ~~that~~available ~~would~~earnings ~~benefit from utilization of Pūrgo~~ and ~~Pūrgo Lift devices~~profits, asunless ~~well~~the asredemption ~~our~~complete ~~SteriDuct~~termination ~~technology.~~of Ina ~~the~~ U.S. ~~alone,~~Holder’s ~~there~~entire ~~are~~actual ~~6,090~~and ~~hospitals,~~constructive ~~which~~stock ~~have~~ownership ~~208,500~~interest ~~on-site~~in ~~surgical~~the ~~facilities.~~Company Inor ~~addition,~~is ~~these~~a ~~hospitals~~redemption ~~have 106,000 intensive care beds, predominantly each~~ in ~~their~~partial ~~own~~or ~~room,~~complete ~~and~~liquidation ~~825,000~~of ~~non-ICU~~the ~~beds, usually configured with three beds per room~~Company. WeCorporations ~~have~~may ~~also~~be ~~assumed~~eligible ~~each~~for ~~hospital~~a ~~has~~dividends-received 15deduction ~~waiting~~for ~~rooms~~amounts ~~across~~received ~~both the general admittance and specialty practices within the facility and~~ that ~~each~~are ~~hospital~~treated ~~has~~as a ~~minimum~~dividend ofunder ~~seven~~these ~~elevators.~~rules As(see adiscussion ~~result,~~above inunder ~~total,~~“— Distributions weon ~~estimate~~Preferred ~~the~~Stock ~~approximate~~or ~~total~~Common ~~market~~Stock”). ~~opportunity~~The ~~for~~law ~~the~~is ~~Pūrgo~~unclear ~~device~~as ~~within~~to the ~~U.S.~~treatment ~~hospital~~of ~~system~~any tounused betax ~~$2.4 billion.~~basis ~~For example, our largest customer~~ in ~~2021,~~preferred ~~which~~stock ~~made~~if upthe ~~45%~~redemption of ~~revenues,~~such ~~was~~stock aresults ~~hospital~~in ~~with~~dividend aincome ~~broad~~treatment ~~deployment of 100 units~~ to ~~address~~ a ~~variety~~U.S. ofHolder. ~~clinical and non-clinical spaces~~U.S. ~~While~~Holders ~~these~~should ~~individual~~consult ~~customers may be significant, and customers may purchase units over time to satisfy~~ their ~~needs,~~tax weadvisors ~~believe~~regarding ~~that~~any ~~the~~such ~~transactional~~unused ~~nature~~tax ~~of the opportunities and the size of the addressable market mitigate a risk of concentration on an ongoing~~ basis.

WeConversion believe the non-hospital medical market presents an equally compelling opportunity. There are approximately 209,000 medical offices in the U.S., as well as 9,280 non-hospital surgery centers containing 16,000 procedure rooms. We believe that most rooms could utilize a minimum of ~~two~~Our ~~Pūrgo~~Preferred ~~devices~~Stock tointo ~~optimize~~Our ~~room~~Common ~~sanitization~~Stock ~~and disinfection, representing a market opportunity of approximately $4.3 billion.~~

~~Our~~A ~~third~~U.S. ~~expected~~Holder ~~healthcare~~will ~~market~~generally ~~opportunity~~not isrecognize ~~serving~~any ~~the~~gain ~~long-term~~or ~~care~~loss ~~and~~in ~~assisted~~respect ~~living~~of ~~industry.~~the Wereceipt ~~view~~of ~~this~~our ~~market~~common asstock aupon ~~natural~~the ~~extension~~conversion of our preferred stock (except to the ~~first~~extent ~~two~~the ~~areas,~~U.S. ~~hospital~~Holder ~~and~~receives ~~medical~~a ~~offices,~~cash ~~which~~payment wefor ~~will~~any ~~address~~fractional inshare ~~the~~that ~~first~~would ~~phase~~otherwise have been issuable upon conversion of our ~~commercial~~preferred ~~launch~~stock). ~~There~~The ~~are~~adjusted ~~currently~~tax ~~60,000~~basis ~~long-term~~of ~~care~~our ~~and~~common ~~assisted~~stock ~~living~~that ~~facilities~~a ~~in the~~ U.S., ~~and~~Holder wereceives ~~believe,~~on ~~from~~conversion awill ~~safety~~equal ~~and~~the ~~fiduciary~~adjusted ~~position,~~tax ~~each~~basis ~~facility~~of ~~should~~our ~~consider~~preferred ~~coverage~~stock ofconverted (decreased by the ~~common~~adjusted ~~facilities,~~tax ~~including~~basis ~~dining~~allocable ~~rooms,~~to ~~activity~~any ~~rooms,~~fractional ~~therapy~~share ~~rooms~~that ~~and,~~would ~~importantly,~~otherwise ~~reception~~have ~~areas~~been ~~and~~issuance ~~elevators~~upon conversion of our preferred stock), ~~representing~~and athe ~~market~~holding ~~opportunity~~period of ~~approximately~~such ~~$5.1 billion,~~common ~~exclusive~~stock ofreceived ~~elevators~~on conversion will include the period during which the U.S. Holder held our preferred stock prior to conversion.

WeIf ~~believe~~a ~~adoption~~conversion ofoccurs ~~the~~when ~~Pūrgo~~there ~~device~~is ina ~~the~~dividend ~~healthcare~~arrearage ~~environment~~on ~~will~~our ~~create~~preferred ~~substantial~~stock ~~credibility~~ and ~~momentum that will provide us an opportunity to enter~~ the ~~university~~fair ~~and K-12 school~~ market. ~~For~~value ~~example,~~of onour ~~March 11,~~common ~~2021,~~stock ~~President~~exceeds ~~Biden signed~~ the ~~$1.9~~issue ~~trillion~~price ~~coronavirus relief package, the American Rescue Plan, which included $130 billion to help schools reopen safely by reducing the probability~~ of ~~cross-infection — including for personal protective equipment, reducing class sizes and, importantly, improving ventilation. In a 2021 report on K-12 public school infrastructure,~~ the ~~American~~preferred ~~Society of Civil Engineers found that more than 40% of schools had HVAC systems in need of repair. Therefore~~stock, ~~we believe that the K-12 school market represents~~ a ~~market~~portion ~~opportunity~~ of ~~approximately $1 billion. We are engaging in activities with a goal of accessing~~ the ~~K-12~~common ~~school~~stock ~~market,~~received ~~including~~might ~~direct~~be ~~marketing~~treated to school administrators online and working with third-parties that specialize in marketing to K-12 schools. While our primary focus in 2022 has been establishing our commercial footprint within the healthcare markets as ~~previously~~a ~~noted,~~dividend wedistribution ~~expect~~taxable ~~to see word-of-mouth driven demand from universities and schools~~ as ~~the~~ordinary ~~year progresses~~income. We estimate the total addressable market opportunity within the U.S. education and childcare markets (public and private K-12 schools, universities and colleges, preschool and daycare) to be approximately $9.7 billion.

~~Similarly,~~In wethe ~~believe~~event ~~emerging~~a ~~public~~U.S. ~~awareness~~Holder’s ofpreferred ~~the~~stock ~~realities~~is ofconverted ~~airborne~~pursuant ~~infections~~to ~~are~~an ~~focusing~~election ~~both tenants~~by ~~and~~such ~~landlords~~U.S. onHolder in the ~~inadequacies~~case of ~~centralized~~certain ~~HVAC~~acquisitions ~~systems~~or ~~for~~fundamental ~~protecting~~changes ~~occupants~~or inpursuant ~~individual rooms,~~to incertain ~~the~~other ~~instance~~transactions ~~when~~(including anour ~~infected~~consolidation or merger into another person), isthe ~~also~~tax intreatment of such a conversion will depend upon the ~~room~~facts ~~and~~underlying ~~contagious~~the particular transaction triggering such a conversion. ~~Only~~In ~~localized~~this regard, ~~continuous~~it ~~sanitizing~~is possible that any related adjustments of the ~~air~~conversion ~~can~~rate ~~reduce~~would ~~the~~be ~~risk~~treated ofas ~~infection~~a inconstructive ~~these~~distribution ~~circumstances.~~to Wethe ~~believe~~U.S. ~~prophylactic~~Holder ~~placement~~as ofdescribed ~~the~~below ~~Pūrgo~~under ~~devices~~“— inConstructive ~~conference~~Dividends ~~rooms,~~on ~~open~~Preferred ~~work~~Stock ~~environments,~~or ~~cafeterias,~~Common ~~lobbies~~Stock.” ~~and~~U.S. ~~other~~Holders ~~communal~~should ~~spaces~~consult ~~will~~their ~~substantially~~own ~~improve~~tax ~~the~~advisors ~~air~~to ~~quality~~determine ofthe ~~these~~specific ~~areas~~tax ~~well~~treatment ~~beyond~~of ~~what~~a isconversion ~~provided~~under bysuch ~~central~~circumstances. ~~HVAC~~Any ~~systems~~common ~~and~~stock ~~thereby~~received ~~make~~on ita ~~safe~~conversion toof ~~return~~preferred tostock ~~and~~will ~~remain~~not atbe ~~work~~considered inSection 306 ~~multi-story~~stock.

Constructive Distributions on Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our stock the foreseeable future. However, if at any time during the period in which a U.S. Holder holds warrants, we were to pay to holders of our common stock distributions of cash, property, or rights or warrants to subscribe for or purchase any security other than our common stock, the exercise price of the warrants will be adjusted. Any such adjustments in respect of such distributions of cash or property will result in a deemed distribution to U.S. Holders of our warrants. In addition, the exercise price of our warrants will also be adjusted in the event there are stock dividends, stock splits (including reverse stock splits) and rights offerings with respect to our common stock. It is possible that these adjustments may also result in a deemed distribution in respect of our warrants. Any such deemed distributions should

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~~office~~generally ~~buildings~~be treated as described above in “Distributions on Common Stock.” WeU.S. ~~estimate~~Holders ~~the~~should ~~total~~generally ~~addressable~~increase ~~market~~their ~~opportunity~~basis ~~within~~in their warrants by the amount of any taxable distributions that are treated as a dividend. U.S. ~~for~~Holders ~~elevator~~should ~~air~~consult ~~purification~~their tax advisors regarding whether any adjustments to bethe ~~approximately~~exercise $5price of our warrants will result in a constructive distribution.~~0 billion.~~

~~Commercialization~~Disposition, ~~Plan~~Exercise or Expiration of Warrants

AsUpon ~~mentioned~~the ~~above,~~sale weor ~~launched~~other ~~the~~taxable ~~first~~disposition ~~commercial application~~ of ~~our~~a ~~technology~~warrant ~~with~~(other ~~the~~than ~~Pūrgo~~by ~~air~~exercise) ~~purification~~received ~~device~~upon inexercise ~~July 2021~~of ~~and~~a ~~have~~subscription ~~begun~~right, ~~the~~a ~~manufacturing~~U.S. ~~start~~Holder upwill ~~process~~generally torecognize ~~support~~capital ~~this~~gain ~~rollout.~~or ~~Our~~loss ~~founding~~equal ~~investors~~to ~~have~~the ~~invested~~difference ~~approximately~~between ~~$15 million~~the toamount ~~date~~realized toon ~~support~~the ~~our~~sale ~~technology~~or ~~conceptualization,~~other ~~product~~taxable ~~design,~~disposition ~~prototyping,~~and ~~testing~~the ~~and~~U.S. ~~pre-product~~Holder’s ~~launch~~adjusted ~~expenses,~~tax webasis ~~raised~~in anthe ~~additional~~warrant. ~~approximately~~A ~~$21~~U.~~6 million~~S. inHolder’s ~~net~~adjusted ~~proceeds~~tax basis in ~~our~~a ~~IPO,~~warrant ~~and~~will wegenerally ~~raised~~equal anits ~~additional~~initial ~~$15 million~~tax basis (~~less~~discussed ~~fees~~above ~~and~~under ~~expenses~~“— Exercise of Subscription Rights”), inas ~~connection~~adjusted ~~with~~for any constructive dividends on the ~~Private~~warrant ~~Placement~~discussed above. WeSuch ~~have~~capital ~~engaged~~gain ~~Mack~~or ~~Molding,~~loss anwill ~~FDA~~be long-~~regulated~~term ~~subsidiary~~capital ofgain ~~the~~or ~~privately~~loss ~~held~~if ~~Mack~~the ~~Group,~~U.S. toHolder’s ~~manufacture~~holding ~~our~~period ~~first~~in ~~Pūrgo~~such ~~device.~~warrant ~~Mack~~is ~~Molding~~more isthan aone ~~leading~~year ~~contract~~at ~~manufacturer~~the time of ~~medical~~the ~~devices,~~sale ~~with~~or aother ~~focused~~taxable ~~team~~disposition. Long-term capital gain of ~~product~~a ~~development,~~non-corporate ~~program~~holder ~~management,~~is ~~quality,~~generally ~~regulatory,~~taxed ~~document~~at ~~control~~preferential ~~and~~rates. ~~purchasing~~The ~~staff~~deductibility ~~that~~of ~~are~~capital ~~skilled~~losses inis ~~medical~~subject ~~device~~to ~~manufacturing~~certain limitations.

WeA ~~have~~U.S. ~~sold~~Holder ~~the~~will ~~Pūrgo~~not ~~air~~be ~~purification~~required ~~device principally~~ to ~~hospitals~~recognize income, ~~outpatient~~gain ~~facilities~~or ~~and~~loss ~~medical~~upon ~~offices~~exercise inof ~~multi-unit~~a ~~transactions~~warrant toreceived ~~optimize~~upon ~~both~~exercise ~~our~~of ~~sales~~a ~~productivity~~subscription ~~and~~right. ~~our~~A ~~ability~~U.S. toHolder’s ~~provide~~tax ~~efficient~~basis ~~aftermarket~~in ~~service~~a toshare of our ~~proprietary~~common ~~devices.~~stock Wereceived ~~have~~upon ~~begun~~exercise of the ~~process~~warrants offor ~~hiring~~cash awill ~~dedicated~~be ~~sales~~equal ~~team~~ to ~~support~~the ~~our~~sum ~~targeted~~of ~~sales~~(1) the ~~efforts~~U.S. WeHolder’s ~~are~~tax ~~also~~basis ~~exploring~~in ~~exclusive~~the ~~distribution~~warrants ~~arrangements~~exchanged ~~with~~therefor ~~several~~and ~~potential~~(2) the ~~distribution~~exercise ~~and~~price ~~service~~of ~~partners,~~such ~~both~~warrants. ~~domestically~~A ~~and~~U.S. ~~internationally,~~Holder’s ~~which~~holding ~~could~~period ~~help~~in ~~accelerate~~ the ~~market~~shares ~~penetration~~ of our ~~devices~~common ~~more~~stock ~~rapidly~~received ~~than~~upon exercise will commence on athe ~~purely~~day ~~organic~~after ~~basis~~such U.S. Holder exercises the warrants.

WeIn ~~launched~~certain circumstances, the ~~Pūrgo~~warrants ~~device~~will ~~into~~be ~~the~~exercisable ~~multi-billion~~on ~~dollar~~a ~~Florida~~cashless ~~healthcare~~basis. ~~market~~The ~~initially,~~U.S. ~~focusing~~federal ~~principally~~income ontax ~~reducing~~treatment ~~the exposure~~ of ~~immunocompromised~~an ~~patients~~exercise toof ~~airborne~~a ~~pathogens~~warrant ~~while~~on ina ~~chemotherapy~~cashless ~~and~~basis ~~other~~is ~~outpatient~~not ~~infusion centers~~clear, ~~general, specialty~~ and ~~eye~~could ~~surgery-centers~~differ ~~and~~from ~~medical offices. We believe~~ the ~~Florida~~consequences ~~medical~~described ~~market~~above. It is ~~both~~possible ~~extensive~~that ~~and~~a ~~representative~~cashless ofexercise ~~the~~could ~~larger~~be ~~healthcare~~a ~~opportunity~~taxable ~~across~~event. ~~the~~ U.S. ~~and~~Holders ~~that~~are ~~penetrating~~urged ~~this market will allow us~~ to ~~scale~~consult uptheir ~~our~~tax ~~operations~~advisors atas to the ~~same~~consequences ~~time~~of ~~from~~an ~~our~~exercise ~~corporate~~of ~~offices~~a inwarrant ~~Palm~~on ~~Beach~~a ~~Gardens~~cashless basis, ~~Florida.~~including Wewith ~~intend~~respect to ~~grow~~whether ~~our~~the ~~sales~~exercise ~~organization~~is ~~ahead~~a oftaxable ~~demand~~event, toand ~~take~~their ~~advantage~~holding ofperiod ~~the~~and ~~learning~~tax ~~curve~~basis ~~afforded~~in by our ~~sales~~common instock ~~Florida~~received.

AtIf ~~the~~a ~~same~~warrant ~~time~~expires aswithout webeing ~~are marketing our room air purification device~~exercised, wea ~~intend~~U.S. toHolder ~~accelerate our development of complementary devices that~~ will ~~address~~recognize ~~other~~a ~~points~~capital ofloss ~~pathogen~~in ~~vulnerability~~an ~~within~~amount ~~the~~equal ~~work~~to ~~and~~such ~~travel~~holder’s ~~markets.~~adjusted ~~Our~~tax ~~highest~~basis ~~priority~~ in ~~this~~the ~~regard is our elevator air purification device, Pūrgo Lift~~warrant. WeSuch ~~believe~~loss ~~the tight enclosure of elevators is a “hot spot” for pathogen transmission that~~ will be ~~crucial for every high rise building to address in re~~long-~~opening~~term ~~safely.~~capital ~~This~~loss ~~is particularly true in hospitals~~if, ~~where~~at ~~sick,~~the ~~vulnerable~~time ~~patients and visitors are regularly together on lifts. We developed working prototypes~~ of the ~~Pūrgo~~expiration, ~~Lift~~the ~~device~~U.S. ~~for~~Holder’s ~~beta~~holding ~~testing~~period ~~and~~in ~~market~~such ~~feedback~~warrant byis ~~the~~more ~~end~~than ~~of 2021, and we expect~~ one ofyear. ~~our~~The ~~customers~~deductibility ~~to begin trialing the device in one~~ of ~~its~~capital ~~public~~losses ~~elevators~~is ~~during~~subject ~~the first half of 2022~~ to ~~evaluate~~certain ~~for future deployment across the customer’s facilities~~limitations.

~~The~~Information ~~commercial~~Reporting ~~aviation market is also at a critical stage, with safe travel contingent on the ability to move passengers safely through airport waiting~~ and ~~boarding~~Backup ~~areas~~Withholding and to treat cabin air in-flight and to disinfect aircraft cabins between flights. Our SteriDuct technology was first developed by one of the former lead engineers of B/E Aerospace, a world leader in cabin interiors, including oxygen systems, and in its current form is adaptable to this application.

~~Similar~~In togeneral, ~~the~~information ~~commercial~~reporting ~~aviation~~requirements ~~market~~may apply to dividends, wesales ~~believe~~proceeds ~~the~~in ~~large~~respect ~~building~~of ~~HVAC~~our ~~market~~Securities ~~will~~or ~~provide~~other ~~substantial~~amounts ~~retrofit~~paid ~~opportunities~~to U.S. Holders, asunless an exemption applies. Backup withholding tax may apply to amounts subject to reporting if the ~~current~~holder ~~large~~fails ~~systems~~to ~~generally~~provide ~~rely~~an onaccurate ~~filtration~~taxpayer ~~systems~~identification ~~that~~number door ~~not~~fails ~~effectively~~to ~~remove~~report all interest and ~~destroy~~dividends ~~pathogens~~required ~~flowing~~to ~~through~~be ~~the~~shown ~~system~~on its U.S. Wefederal ~~intend~~income totax ~~enter~~returns. ~~into~~A ~~discussions~~U.S. ~~with~~Holder can claim a credit against its U.S. federal income tax liability for the ~~leading~~amount ~~global~~of ~~HVAC~~any ~~suppliers,~~backup aswithholding ~~well~~tax asand ~~directly~~a ~~with~~refund ~~building~~of ~~owners~~any excess, provided that all required information is timely provided to ~~develop~~the ~~retrofit~~IRS. ~~applications~~U.S. ~~for~~Holders ~~our~~should ~~SteriDuct~~consult ~~technology~~their ~~that~~tax ~~will~~advisors ~~complement~~as ~~existing~~to ~~installed~~their ~~systems~~qualification infor ~~these~~exemption ~~large~~from ~~buildings~~backup withholding and the procedure for establishing an exemption.

~~Intellectual~~Tax ~~Property~~Considerations Applicable to Non-U.S. Holders

~~The proprietary nature of~~Receipt, ~~and~~Exercise ~~protection for, our technology, processes~~ and ~~know-how~~Expiration ~~are~~of ~~important~~the toSubscription ~~our~~Rights ~~business. Our commercial success will depend in part on obtaining and maintaining patent protection,~~

As noted above, this discussion assumes that the subscription rights issuance is a nontaxable distribution. See “— Tax Considerations Applicable to U.S. Holders — Receipt of Subscription Rights” above. In such case, non-U.S. Holders will not be subject to U.S. federal income tax (including withholding tax) on the receipt, exercise or expiration of the subscription rights.

Distributions on Preferred Stock and Common Stock

Distributions on preferred stock and common stock that are characterized as dividends paid to a Non-U.S. Holder will generally be subject to withholding of U.S. federal tax at a 30% rate or such lower

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~~protecting~~rate ~~our~~as ~~know-how~~may ~~and~~be ~~trade~~provided ~~secrets~~by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, ~~successfully~~a ~~defending~~Non-U.S. ~~any~~Holder ~~patents~~must ~~against~~furnish ~~third~~to the Company or its paying agent a valid IRS Form W-~~party~~8BEN ~~challenges~~or IRS Form W-8BEN-E (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to the Company or its paying agent prior to the payment of dividends and, ~~where~~must ~~relevant,~~be ~~collaborating~~updated periodically. If a Non-U.S. Holder qualifies for a reduced treaty rate but does not timely provide the Company or the payment agent with ~~third~~the ~~party~~required ~~licensors~~certification, tosuch ~~obtain~~Non-U.S. ~~licenses~~Holder may be entitled to ~~use~~a ~~relevant~~credit ~~technology~~against their U.S. federal income tax liability or a refund of the tax withheld, which the Non-U.S. Holder may claim by filing the appropriate claim for refund with the IRS.

~~Our~~Dividends ~~ability~~that toare ~~stop~~treated ~~third~~as ~~parties~~“effectively ~~from~~connected” ~~making,~~with ~~using~~a trade or business conducted by a Non-U.S. Holder within the United States (and, ~~selling~~if required by an applicable income tax treaty, ~~offering~~is attributable to ~~sell~~a permanent establishment or ~~importing~~fixed ~~our~~base ~~products~~of ~~depends~~the onNon-U.S. Holder within the ~~extent~~United States) are not subject to ~~which~~the wewithholding ~~have~~tax, ~~rights~~provided ~~under~~the ~~valid~~Non-U.S. Holder satisfies certain certification and ~~enforceable~~disclosure ~~patents~~requirements. orInstead, ~~trade~~such ~~secrets~~dividends, ~~that~~net ~~cover~~of ~~these~~specified ~~activities~~deductions and credits, are taxed at the same graduated U.S. Wefederal ~~have~~income ~~been~~tax ~~issued~~rates ~~four~~applicable ~~patents~~to inU.S. persons. To the extent a dividend is effectively connected with a U.S. Wetrade ~~also~~or ~~have~~business, anon-corporate ~~number~~Non-U.S. ofHolders ~~other~~may ~~patent~~be ~~applications~~eligible ~~pending~~for intaxation ~~the~~at reduced U.S. ~~and~~federal ~~other~~tax ~~jurisdictions,~~rates ~~including~~applicable ~~Europe~~to ~~and~~qualified ~~Japan~~dividend income. ~~Our~~Any ~~patent~~such ~~portfolio~~effectively ~~includes~~connected ~~patents~~dividends ~~relating~~received toby ~~our~~a UVNon-CU.S. ~~LED~~Holder ~~SteriDuct~~that ~~technology~~is a corporation may, ~~which~~under iscertain ~~incorporated~~circumstances, ~~into~~be ~~our~~subject ~~Pūrgo~~to ~~and~~an ~~Pūrgo~~additional ~~Lift~~“branch ~~products~~profits tax” at a 30% rate or such lower rate as specified by an applicable income tax treaty.

WeRedemption ~~cannot~~Premium be sure that patents will be granted with respect to any of pending patent applications or with respect to any patent applications we file in the future, nor can we be sure that any existing patents or any patents that may be granted in the future upon which we rely will be commercially useful in protecting our products or processes. See the sections entitled “Risk Factors — Our success may depend on ~~our~~Preferred ~~ability~~Stock to protect our intellectual property” and “— We may need to initiate lawsuits to protect or enforce our patents or other proprietary rights, which would be expensive and, if unsuccessful, may cause us to lose some of our intellectual property rights.”

~~Competition~~As discussed above with respect to U.S. Holders, redemption premium or unpaid annual dividends on preferred stock may be treated as constructive distributions. See the discussion above under “— Tax Considerations Applicable to U.S. Holders — Redemption Premium on Preferred Stock.” If such amounts are treated as constructive distributions to non-U.S. Holders, to the extent such amounts are treated as dividends, Non-U.S. Holders will subject to tax consequences generally similar to those discussed above under “— Distributions on Preferred Stock and Common Stock.” If Non-U.S. Holders receive constructive dividends on our preferred stock, is possible that U.S. federal tax on the constructive dividend would be withheld, if applicable, from subsequent cash payments on our preferred stock.

WeDisposition ~~believe~~of ~~that~~our ~~the~~Securities COVID-19 pandemic has increased, and will continue to increase, the global focus on clean air. We experience competition from organizations such as large, diverse companies with extensive product development and manufacturing, as well as smaller specialized companies, that have developed and are attempting to develop air filtration and purification systems. We believe that we have significant competitive advantages over other organizations. For example, we believe that competitive products to the Pūrgo device in the “medical grade” niche are expensive, cumbersome and have a limited effective life.

~~Additionally,~~Subject weto ~~believe~~the ~~many~~discussions ofbelow ~~our~~on ~~competitors~~Section 306 ~~are promoting technologies that are not proven~~stock, dobackup ~~not~~withholding ~~have enough scientific data~~ and ~~are~~FATCA ~~potentially~~(as ~~harmful.~~defined ~~Importantly~~below), ~~our~~a ~~Pūrgo~~Non-U.S. ~~technology~~Holder ~~meets~~will orgenerally ~~exceeds~~not ~~each~~be ofsubject ~~the~~to ~~air~~any ~~purifiers~~U.S. ~~guidelines~~federal ~~and~~income ~~recommendations~~tax byor ~~the~~withholding ~~Centers~~tax ~~for~~on ~~Disease~~any ~~Control~~gain ~~and~~realized ~~Prevention,~~upon ~~Environmental~~such ~~Protection~~holder’s ~~Agency~~sale ~~and~~or ~~the~~other ~~American~~disposition ~~Society~~our ~~of Heating~~Securities, ~~Refrigerating~~unless: ~~and Air-Conditioning Engineers.~~

Our competitors may develop and commercialize products and technologies that compete with our products and technologies. Organizations that compete with us may have substantially greater financial resources than we do and may be able to: (i) provide broader services and product lines; (ii) make greater investments in research and development; (iii) carry on larger research and development initiatives; (iv) undertake more extensive marketing campaigns; and (v) adopt more aggressive pricing policies than we can. They also may have greater name recognition and better access to customers than we do. We also expect to continue to face competition from alternative technologies. Our technology and products may be rendered obsolete or uneconomical by advances in existing technological approaches or products or the development of different approaches or products by one or more of our competitors. See the risk described under the section entitled “Risk Factors — We face intense competition.”

Facilities

Our principal executive offices are located at 10455 Riverside Drive, Palm Beach Gardens, FL 33410. We lease approximately 20,000 square feet at this location, which includes our warehouse and distribution facilities. We consider these facilities adequate for our current operations.

Employees

We utilize the services of nine direct employees. The Company also utilizes full-time independent contractors and full-time equivalent consultants as well as consulting firms for product development, engineering, quality and regulatory matters, investor relations, marketing and advertising, public relations and social media. The services of our Chief Scientific Officer, Director of Engineering & Product Development, Director of Regulatory Affairs & Quality and Director of Operations are provided to us

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under service arrangements. We also utilize many consultants in the ordinary course of our business and hire additional personnel on a project-by-project basis. We believe that our employee and labor relations are good.

Legal Proceedings

We are not currently party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or results of operations.

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REGULATION

We are subject to regulation by the FDA in marketing the Pūrgo device, having received 510(k) clearance in June 2022. The FDA granted our Pūrgo technology 510(k) clearance in June 2022, classifying it as a Class II Medical Device. FDA 510(k) clearance enables the marketing and use of our products as medical devices in healthcare and other markets for which product performance is required to be validated by certified independent labs.

The FDA regulates the development, design, manufacturing, safety, effectiveness, labeling, packaging, storage, installation, servicing, recordkeeping, clearance, adverse event reporting, advertising, promotion, marketing and distribution, and import and export of medical devices to ensure that medical devices distributed domestically are safe and effective for their intended uses and otherwise meet the requirements of the FDCA.

After an air purification product is cleared for marketing as a medical device, numerous and pervasive regulatory requirements continue to apply. These include:

•

~~establishment~~ the ~~registration~~gain ~~and~~is ~~device~~effectively ~~listing~~connected with a trade or business of the ~~FDA;~~Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base of the Non-U.S. Holder within the United States),

•

~~requirements~~ the Non-U.S. Holder that ~~manufacturers,~~is ~~including~~an ~~third-party~~individual ~~manufacturers,~~who ~~follow~~is ~~stringent~~present ~~design,~~in ~~testing,~~the ~~control,~~United ~~documentation~~States ~~and~~for ~~other~~183 days ~~quality~~or ~~assurance~~more ~~procedures~~in ~~during~~the ~~all~~taxable ~~aspects~~year of the ~~design~~disposition and ~~manufacturing~~meets ~~process;~~certain other requirements, or

•

~~labeling~~ the ~~and~~Company ~~marketing regulations~~is, ~~which~~or ~~require~~has ~~that~~been ~~promotion~~a is“United ~~truthful,~~States ~~not~~real ~~misleading,~~property ~~fairly~~holding ~~balanced~~corporation” ~~and~~(a ~~provides~~“USRPHC”) ~~adequate~~for ~~directions~~U.S. ~~for~~federal ~~use~~income ~~and~~tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that ~~all~~the ~~claims~~Non-U.S. ~~are~~Holder ~~substantiated;~~held our Securities.

•Gain that is effectively connected with conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment within the United States) will generally be subject to U.S. federal income tax, net of certain deductions at the same rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to a “branch profits tax” of 30% with respect to such gain (or a lower rate prescribed in an applicable tax treaty).

~~clearance~~The ofCompany believes that it is not currently, and has not been at any time, a ~~new~~USRPHC. ~~510(k)~~However, ~~premarket~~the ~~notification~~Company ~~for~~has ~~modifications~~not undertaken any formal analysis as to ~~510(k)~~its ~~cleared~~past ~~devices~~or ~~that~~present ~~could~~USRPHC ~~significantly~~status, ~~affect~~and ~~safety~~no orassurance ~~effectiveness~~can orbe given that ~~would~~it ~~constitute~~is anot, ~~major~~nor ~~change~~will it become a USRPHC in ~~intended~~the ~~use~~future. ofNon-U.S. Holders should consult their tax advisors regarding the ~~device;~~consequences to them if we are or become a USRPHC.

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~~medical~~Non-U.S. ~~device~~Holders ~~reporting~~should ~~regulations,~~consult ~~which~~their ~~require~~tax ~~that~~advisors aregarding ~~manufacturer~~potentially ~~report~~applicable toincome ~~the~~tax ~~FDA~~treaties ~~information~~ that ~~reasonably suggests a device it markets~~ may ~~have~~provide ~~caused~~for ordifferent ~~contributed~~rules. to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur;

Section 306 Stock

•As discussed above with respect to U.S. Holders, if our preferred stock is considered Section 306 stock, holders may be required to recognize dividend income upon certain dispositions of our preferred stock. See the discussion above under “— Tax Considerations Applicable to U.S. Holders — Section 306 Stock.” If a Non-U.S. Holder is required to treat an amount on disposition of our preferred stock as a dividend, such Non-U.S. Holder will generally be subject to the consequences described under “— Distributions on Preferred Stock and Common Stock.”

~~correction,~~Conversion removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of ~~the~~Our ~~FDCA~~Preferred ~~that~~Stock ~~may~~into ~~present~~Our aCommon ~~risk~~Stock ~~to health;~~

A Non-U.S. Holder will generally not recognize any gain or loss in respect of the receipt of our common stock upon the conversion of our preferred stock (except to the extent the non-U.S. Holder receives a cash payment for any fractional share that would otherwise have been issuable upon conversion of our preferred stock). If our preferred stock is considered Section 306 stock, any common stock received will not be considered Section 306 stock.

•If a conversion occurs when there is a dividend arrearage on our preferred stock and the fair market value of our common stock exceeds the issue price of the preferred stock, a portion of the common stock received might be treated as a dividend distribution generally taxable as discussed above under “— Tax Considerations Applicable to Non-U.S. Holders — Distributions on Preferred Stock and Common Stock.”

~~complying~~Constructive ~~with~~Distributions ~~the federal law and regulations requiring Unique Device Identifiers~~ on ~~devices~~Preferred ~~and~~Stock ~~also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database;~~

As described above under “— Tax Considerations Applicable to U.S. Holders — Constructive Dividends on Preferred Stock,” in certain circumstances, a non-U.S. Holder will be deemed to receive a constructive distribution from us. Adjustments in the conversion rate (or failures to adjust the conversion rate) that increase the proportionate interest of a non-U.S. Holder in our earnings and profits could result in constructive distributions to the non-U.S. Holder that are treated as dividends for U.S. federal income tax purposes. Any constructive dividend deemed paid to a non-U.S. Holder will generally be subject to U.S. federal income tax or withholding tax in the manner described above under “— Tax Considerations Applicable to Non-U.S. Holders — Distributions on Preferred Stock and Common Stock.” It is possible that U.S. federal tax on the constructive dividend would be withheld, if applicable, from subsequent payments on our preferred stock or our common stock.

•Constructive Distributions on Warrants

As described in the ~~FDA’s~~section ~~recall~~entitled ~~authority~~“Dividend Policy,” ~~whereby~~we ~~the~~do ~~agency~~not ~~can~~anticipate ~~order~~declaring ~~device~~or ~~manufacturers~~paying dividends to ~~recall~~holders ~~from~~of our stock the ~~market~~foreseeable future. However, if at any time during the period in which a ~~product~~Non-U.S. ~~that~~Holder isholds warrants, we were to pay distributions of cash, property, or rights or warrants to subscribe for or purchase any security other than our common stock, the exercise price of the warrants will be adjusted. Any such adjustments in ~~violation~~respect of ~~governing~~distributions ~~laws~~of ~~and~~cash ~~regulations~~or ifproperty will result in a deemed distribution to Non-U.S. Holders of our warrants. In addition, the ~~FDA~~exercise ~~finds~~price ~~that~~of our warrants will also be adjusted in the event there are stock dividends, stock splits (including reverse stock splits) and rights offerings with respect to our common stock. It is possible that these adjustments may also result in a ~~reasonable~~deemed ~~probability~~distribution in respect of our warrants. Any such deemed distributions should generally be treated as described above in “Distributions on Common Stock”. Non-U.S. Holders should generally increase their basis in their warrants by the amount of any taxable distributions that are treated as a dividend. Non-U.S. Holders should consult their tax advisors regarding whether any adjustments to the ~~device~~exercise ~~would~~price ~~cause~~of ~~serious,~~our ~~adverse~~warrants ~~health~~will ~~consequences~~result orin ~~death;~~a ~~and~~constructive distribution.

Exercise of or Expiration of Warrants

•In general, a Non-U.S. Holder will not be subject to U.S. federal income tax on the exercise of warrants into shares of our common stock. As discussed above in “— Tax Considerations Applicable to U.S.

post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device. 49

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~~The~~Holders — Disposition, ~~Pūrgo~~Exercise ~~device’s~~or ~~manufacturing~~Expiration ~~processes~~of ~~are~~Warrants,” ~~required~~the toU.S. ~~comply~~federal ~~with~~income ~~applicable~~tax ~~regulations~~treatment ~~covering~~of ~~the~~an ~~methods~~exercise ~~and~~of ~~the~~a ~~facilities~~warrant ~~and~~on ~~controls~~a ~~for~~cashless ~~the~~basis ~~design,~~is ~~manufacture,~~not ~~testing,~~clear. ~~production,~~Non-U.S. ~~processes,~~Holders ~~controls,~~will ~~quality~~generally ~~assurance,~~not ~~labeling,~~be ~~packaging,~~subject ~~distributions,~~to ~~installation~~U.S. ~~and~~federal ~~servicing~~income oftax ~~finished~~with ~~devices~~respect ~~intended~~to ~~for~~a ~~human~~cashless ~~use.~~exercise ~~Regulations~~of ~~also~~a ~~require~~warrant, ~~among~~even ~~other~~if ~~things,~~such ~~maintenance~~exercise ofis atreated ~~device~~as ~~master~~a ~~record,~~taxable ~~device~~exchange ~~history~~for ~~file~~such ~~and~~purposes, ~~complaint~~unless ~~files~~such Non-U.S. AsHolder ais ~~specification~~subject ~~developer~~to any of athe ~~regulated~~rules ~~medical~~or ~~device,~~circumstances ~~our~~described ~~facilities~~in ~~and~~“— ~~records~~Sale ~~relating~~or toOther ~~such~~Disposition ~~devices~~of ~~are~~Our ~~subject~~Securities” tobelow ~~periodic~~(as ~~scheduled~~applied orto ~~unscheduled~~the ~~inspections~~Warrants), byin ~~the~~which ~~FDA~~case such Non-U.S. InHolder ~~addition,~~will asgenerally ~~our~~be ~~contract~~subject ~~manufacturer,~~to ~~Mack~~U.S. ~~Molding’s~~federal ~~facilities,~~income ~~records~~tax ~~and~~as ~~manufacturing~~described ~~processes~~therein. ~~are~~Non-U.S. ~~also~~Holders ~~subject~~are urged to ~~periodic~~consult ~~scheduled~~their ortax ~~unscheduled~~advisors ~~inspections~~as byto the ~~FDA.~~consequences ~~Following~~of ~~such~~an ~~inspections,~~exercise ~~the~~of ~~FDA~~a ~~may~~warrant ~~issue~~on ~~reports~~a ~~known~~cashless asbasis, ~~Forms~~including ~~FDA~~with ~~483~~respect orto ~~Notices~~whether ofthe ~~Inspectional~~exercise ~~Observations,~~is ~~which~~a ~~list~~taxable ~~instances~~event, ~~where~~and ~~the~~their ~~FDA~~holding ~~investigator~~period ~~believes~~and ~~the~~tax ~~inspected~~basis ~~entity~~in ~~has~~our ~~failed~~common tostock ~~comply~~received.

If a warrant expires without being exercised, a Non-U.S. Holder will recognize a capital loss in an amount equal to such holder’s adjusted tax basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. Holder’s holding period in such warrant is more than one year. The deductibility of capital losses is subject to certain limitations. If a Non-U.S. Holder is not subject to U.S. net income tax, such Non-U.S. Holder will not be able to use any such loss.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to dividends, sales proceeds in respect of our Securities or other amounts paid to Non-U.S. Holders, unless an exemption applies. Backup withholding tax may apply to amounts subject to reporting if the holder fails to provide an accurate taxpayer identification number or fails to report all interest and dividends required to be shown on its U.S. federal income tax returns. A Non-U.S. Holder can claim a credit against its U.S. federal income tax liability for the amount of any backup withholding tax and a refund of any excess, provided that all required information is timely provided to the IRS. Non-U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.

Additional Withholding Tax on Payments Made to Foreign Accounts

Sections 1471-1474 of the U.S. Internal Revenue Code (commonly known as “FATCA”) impose a 30% withholding tax on certain types of payments (including dividends by the Company) made to “foreign financial institutions” and certain other non-U.S. entities unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. If any payee, whether or not it is a beneficial owner or an intermediary with respect to a payment, is a foreign financial institution that is not subject to special treatment under certain intergovernmental agreements, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertakes to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent them from complying with these reporting or other requirements. Withholding under this legislation on withholdable payments to foreign financial institutions and certain non-financial foreign entities will also apply to the gross proceeds of a disposition of our Securities (which will include sales, redemptions and returns on capital). However, proposed regulations on which taxpayers may rely suspend this withholding requirement in respect of gross proceeds until final regulations are published. Failure by a Non-U.S. Holder (or any non-U.S. intermediary through which it will hold its stock) that is subject to FATCA to comply with its certification and reporting requirements, or properly document its status as a person not subject to FATCA withholding, could result in withholding at a rate of 30% on withholdable payments made to the Non-U.S. Holder. Non-U.S. Holders owning our Securities through a non-U.S. intermediary should consult their tax advisors regarding this legislation.

AS INDICATED ABOVE, THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY AND SHOULD NOT BE VIEWED AS TAX ADVICE. HOLDERS RECEIVING A DISTRIBUTION OF SUBSCRIPTION RIGHTS CONTEMPLATED IN THIS RIGHTS OFFERING AND HOLDERS CONSIDERING THE ACQUISITION OF OUR PREFERRED STOCK AND WARRANTS BY EXERCISING SUCH SUBSCRIPTION RIGHTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. LAWS TO THEM.

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DESCRIPTION OF CAPITAL STOCK

The following summary of the material terms of our securities is not intended to be a complete description of all of the rights and preferences of such securities. Because it is only a summary, it does not contain all of the information that may be important to you, and is qualified by reference to our amended and restated certificate of incorporation, as amended, our amended and restated bylaws, the Certificate of Designation, the form of common stock purchase warrant and the form of warrant agency agreement (together with the form of common stock purchase agreement, the “Warrant Agreement”), which are exhibits to the registration statement of which this prospectus is a part. We urge you to read each of the aforementioned documents in their entirety for a complete description of the rights and preferences of our securities.

General

Our authorized capital stock consists of 110,000,000 shares of common stock, $0.01 par value per share, and 11,000,000 shares of preferred stock, $0.01 par value per share.

Common Stock

Dividend Rights

Subject to the rights, if any, of the holders of any outstanding series of the Company’s preferred stock, holders of the Company’s common stock will be entitled to receive dividends out of any of its funds legally available when, as and if declared by the board of directors.

Voting Rights

Each holder of the Company’s common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. The Company’s certificate of incorporation does not provide for cumulative voting in the election of directors.

Liquidation

If the Company liquidates, dissolves or winds up its affairs, holders of its common stock are entitled to share proportionately in the Company’s assets available for distributions to stockholders, subject to the rights, if any, of the holders of any outstanding series of the Company’s preferred stock.

Other Rights

Holders of the Company’s common stock have no preemptive, subscription, redemption or conversion rights.

Preferred Stock

Under the Company’s certificate of incorporation and subject to the limitations prescribed by law, the Board may issue the Company’s preferred stock in one or more series and may establish from time to time the number of shares to be included in such series and may fix the designation, the voting powers, if any, and preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. When and if the Company issues any shares of preferred stock, the Board will establish the number of shares and designation of such series and the voting powers, if any, and preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, for the particular preferred stock series. If the rights offering is consummated, we expect to designate 10,000 shares of preferred stock.

Preferred Stock Included in the Units Issuable in the Rights Offering

We will authorize the preferred stock by filing a certificate of designation with the Secretary of State of Delaware. The certificate of designation may be authorized by our board without approval by our stockholders.

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~~with applicable regulations and/or procedures~~Ranking. The Ifpreferred ~~the~~stock ~~observations~~will ~~are~~rank ~~sufficiently~~senior ~~serious or the entity fails~~ to ~~respond~~all ~~appropriately,~~junior ~~the~~securities ~~FDA~~with ~~may~~respect ~~issue~~to apayment ~~Warning~~of ~~Letter,~~dividends ~~which~~and ~~are~~distribution ~~notices~~ of ~~intended~~assets ~~enforcement~~or ~~actions.~~consideration ~~For~~upon ~~less~~our ~~serious violations that may not rise to the level of regulatory significance~~liquidation, ~~the~~dissolution ~~FDA may issue an Untitled Letter. The FDA may take more significant administrative~~ or ~~legal~~winding ~~action~~up, ~~such~~whether asvoluntary ~~the shutdown of~~ or ~~placing~~involuntary, ~~restrictions on the entity’s operations~~ or ~~the~~upon ~~recall~~a orDeemed ~~seizure~~Liquidation ofEvent ~~related~~(as ~~products,~~defined ifin the ~~entity~~Certificate ~~continues~~of ~~to be in substantial noncompliance with applicable regulations~~Designation). ~~The~~For ~~discovery~~purposes of ~~previously~~our ~~unknown~~Certificate ~~problems~~of ~~with~~Designation, ~~the~~“junior ~~Pūrgo~~securities” ~~device~~means ~~could result in restrictions on the device~~collectively, ~~including~~our ~~the~~common ~~inability~~stock toand ~~market~~any ~~the~~other ~~device~~class ~~for~~of ~~its~~equity ~~intended~~securities ~~use~~that orwe ~~voluntary~~may orissue ~~mandatory~~in ~~device~~the ~~recalls~~future.

~~The~~Dividends. On ~~FDA~~an ~~has~~annual ~~broad~~basis, ~~regulatory~~our ~~compliance~~board of directors may, at its sole discretion, cause a dividend with respect to the preferred stock to be declared and ~~enforcement~~paid ~~powers.~~in Ifcash to the ~~FDA~~holders ~~determines~~in ~~that~~an weamount ~~failed~~equal to ~~comply~~12% ~~with~~of ~~applicable~~the ~~regulatory~~liquidation ~~requirements~~preference as in effect at such time (initially $1,000 itper ~~can~~share). ~~take~~Such acash ~~variety~~dividends may be paid only when, as and if declared by our board of ~~compliance~~directors, orout ~~enforcement~~of ~~actions~~assets legally available therefor. If the dividend is not so declared and paid in cash, ~~which~~the ~~may~~liquidation ~~result~~preference will be adjusted and increased annually by an amount equal to 12% of the liquidation preference per share as in ~~any~~effect at such time, that is not paid in cash to the holders on such date. The initial dividend payments for the period of time between the ~~following~~initial ~~sanctions:~~issuance date and the first dividend payment date, if applicable, will be prorated.

All accrued and accumulated dividends on the preferred stock will be paid prior to, and in preference to, any dividend on any securities ranking junior to the preferred stock, including the common stock, and will be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any junior securities; provided that, we will be permitted to declare or pay any dividend or distribution payable on the shares of our common stock in shares of common stock. As our common stock ranks junior to the preferred stock, unless full dividends have been paid, or set aside for payment on all outstanding preferred stock for all dividends or increases in the liquidation value in excess of the initial liquidation amount of $1,000, no cash dividends may be declared or paid on our common stock otherwise.

Liquidation Preference; Certain Mergers, Consolidations and Assets Sales. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders and, in the event of a Deemed Liquidation Event (as defined in the Certificate of Designation), the holders of shares of the preferred stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by our board of directors), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders, as applicable, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the liquidation preference per share of preferred stock plus any dividends accrued and accumulated but unpaid thereon, whether or not declared and (ii) such amount per share as would have been payable had all shares of preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (such amount, the “Preferred Stock Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of preferred stock the Preferred Stock Liquidation Amount, the holders of shares of preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, after payment of the aggregate Preferred Stock Liquidation Amount due to the holders of the preferred stock, the remaining assets of the Company or consideration payable in any applicable Deemed Liquidation Event available for distribution to its stockholders will be distributed among the holders of our common stock pro rata based on the number of shares held by each holder.

Redemption. We may redeem any or all of the preferred stock at any time and from time to time at our option, by giving notice (by issuing a press release or otherwise making a public announcement, by mailing a notice of redemption or otherwise). There is no prohibition on the repurchase or redemption of preferred stock while there is any arrearage in the payment of dividends. If we redeem fewer than all of the outstanding shares of preferred stock, we may select the shares to be redeemed by redeeming shares proportionally, by lot, or by any other equitable method.

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The redemption price for any shares of the preferred stock will be an amount equal to the $1,000 stated value per share plus any accrued and accumulated dividends, whether or not declared, to the date fixed for redemption. From and after any applicable redemption date, if funds necessary for the redemption are available and have been irrevocably deposited or set aside, then:

•

~~warning~~ the ~~letters,~~shares ~~untitled~~will ~~letters,~~no ~~fines,~~longer ~~injunctions,~~be ~~consent~~deemed ~~decrees and civil penalties~~outstanding;

•

~~recalls,~~ the ~~withdrawals~~holders orof ~~administrative~~the ~~detention~~shares, oras ~~seizure~~such, ofwill ~~our~~cease ~~Pūrgo~~to ~~devices~~be stockholders; and

•

~~operating~~ all ~~restrictions~~rights orwith ~~partial~~respect ~~suspension~~to orthe ~~total~~preferred ~~shutdown~~stock will terminate except the right of ~~production;~~the holders to receive the redemption price, without interest.

•There will not be any sinking fund for the preferred stock.

~~refusal~~Voting toRights. Except ~~grant~~as ~~export~~otherwise orprovided ~~import~~in ~~approvals~~the ~~for~~Certificate ~~our~~of ~~products;~~Designation or as otherwise required by law, the preferred stock has no voting rights.

Conversion. Each share of preferred stock will be convertible at the option of the holder at any time, into the number of shares of our common stock determined by dividing (i) the $1,000 stated value per share of the preferred stock plus any accrued and accumulated dividends by (ii) a conversion price of $ per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions (including waiver of this limitation by our board of directors), a holder of the preferred stock will not have the right to convert any portion of the preferred stock to the extent that, after giving effect to such conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion.

•Forced Conversion. Notwithstanding anything herein to the contrary, at such time that the volume-weighted average price of our common stock exceeds 300% of the conversion price of our preferred stock during any 20 of 30 consecutive trading days, we have the right to force the conversion of our preferred stock into common stock.

~~criminal~~Amendment ~~prosecution~~and Waiver. No provision of the Certificate of Designation governing the preferred stock may be amended, modified or waived without the affirmative vote of the holders of a majority of the outstanding preferred stock, voting separately as a class, and any such written amendment, modification or waiver will be binding upon us and each holder of the preferred stock.

We are prohibited from amending, modifying or waiving the terms or relative priorities of the preferred stock through a merger, consolidation or other transaction with another entity unless we have obtained the prior written consent of the holders of the preferred stock.

51Warrants Included in Units Issuable in Rights Offering

~~TABLE~~ The OFwarrants ~~CONTENTS~~to be issued as a part of this rights offering will be separately transferable following their issuance and through their expiration five years from the date of issuance. Each warrant will entitle the holder to purchase shares of our common stock at an exercise price of $ per share from the date of issuance through its expiration. There is no public trading market for the warrants and we do not intend that they will be listed for trading on Nasdaq Capital Market or any other securities exchange or market. The common stock underlying the warrants, upon issuance, will also be traded on Nasdaq Capital Market under the symbol “MKUL.”

~~MANAGEMENT~~All warrants that are purchased in the rights offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a DRS from our transfer agent reflecting ownership of warrants if you are a holder of record. The subscription agent will arrange for the issuance of the warrants as soon as practicable after the closing. At closing, all prorating calculations and reductions contemplated by the terms of the rights offering will have been effected and payment to us for the subscribed-for Units will have cleared. If you hold your shares of common stock in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the warrants you purchased in the rights offering. The warrants will be issued pursuant to a warrant agent agreement by and between us and Computershare, the warrant agent.

Executive Officers, Directors, Co-founders, Key Personnel and Contractors

Our current executive officers, directors, co-founders, key personnel and contractors are as set forth below.

Name	Age	Position
Amin J. Khoury, PhD (Hon)	83	Co-Founder, Chairman
David Helfet, M.D.	74	Co-Founder, Chief Medical Officer, Director
Mark Krosney	75	Co-Founder, Chief Scientific Officer
Jason DiBona	51	Chief Executive Officer
Ryan Tyler	38	Chief Financial Officer
Michael Senft	63	Lead Independent Director
Thomas P. McCaffrey	68	Director
Heather Floyd	43	Director
Timothy J. Scannell	57	Director
Jimmy Thompson	57	Vice President of Strategic Sales
Edward Lanzilotta, PhD	61	Director of Engineering & Product Development
Nick DeAngelis, PhD	82	Director of Regulatory Affairs & Quality
Rao Tella	74	Director of Operations
Bill Reisenauer	63	Lead Engineer on Pūrgo UV Subsystem Design
Karl Keppeler	48	Lead Engineer on the Electrical Engineering & Embedded Software Subsystems
Joseph Toro	52	Lead Industrial Design Engineer

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Documentation and Publishing), AO North America and the American Board of Orthopaedic Surgery, among others. In addition, Dr. Helfet has been extensively involved in the Orthopaedic Trauma Association, including as President from 1998 to 1999, and is still on its board as a past President. He was Assistant Professor of Orthopaedic Surgery at Johns Hopkins University School of Medicine from 1982 to 1986, Associate Professor and Chief of Orthopaedic Trauma at the University of South Florida School of Medicine/Tampa General Hospital from 1986 to 1991 and at the Cornell University Medical College from 1991 to 1998. Dr. Helfet has been the recipient of many honors and awards, has published extensively on orthopedic trauma topics and is annually ranked as one of New York Magazine’s “Best Doctors in New York” and Castle-Connolly’s “America’s Top Doctors.” Dr. Helfet completed his undergraduate studies at the University of Cape Town, receiving a Bachelor of Science degree in biochemistry with honors, followed by medical school, where he received Bachelor of Medicine and Bachelor of Surgery degrees in 1975. His internship and surgical residency were completed at Edendale Hospital in Pietermaritzburg, South Africa and at Johns Hopkins University in Baltimore, Maryland, followed by orthopaedic residency also at Johns Hopkins University, then fellowships at the University of Bern, Insel Hospital in 1981 and at UCLA from 1981 to 1982. Dr. Helfet brings a unique perspective to our Board as a world renowned orthopaedic surgeon, which, along with his intimate knowledge of our Company and our industry, uniquely qualifies him to serve as a member of our Board.

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~~apply~~Exercisability battlefield protocols to homeland security applications. From 2014 to 2018, Mr. Senft served as Vice President — Chief Financial Officer, Treasurer and Head of Investor Relations of KLX Inc. Prior to his role at KLX Inc., Mr. Senft was an investment banker for over 30 years, including roles as Senior Managing Director at Moelis & Company, Global Head of Leveraged Finance at CIBC and Global Co-Head of Leveraged Finance at Merrill Lynch. Mr. Senft has also served on the Boards of Directors of B/E Aerospace, Del Monte Foods and Moly Mines Ltd. Mr. Senft received his Bachelor of Arts degree in Economics from Princeton University and his Master of Business Administration degree from the Stern School of Business at New York University. Mr. Senft’s education and extensive experience in strategic business planning, coupled with a deep understanding of our business, uniquely qualify him to serve as a member of our Board.

~~Thomas~~Each P.warrant ~~McCaffrey. Mr. McCaffrey~~will ~~currently~~be ~~serves~~exercisable onat ~~our~~any ~~Board.~~time ~~He has been a member of the Board of Directors of KLX Energy since April 22, 2020. Mr. McCaffrey served as President, Chief Executive Officer~~ and ~~Chief~~will ~~Financial~~expire ~~Officer of KLX Energy from May~~five ~~2020~~years ~~until July 2020 and as Senior Vice President and Chief Financial Officer of KLX Energy~~ from ~~September 2018~~the ~~until~~date ~~April 30, 2020. Prior to that, Mr. McCaffrey served as President and Chief Operating Officer~~ of ~~KLX Inc~~issuance. ~~from December 2014 until its sale to~~ The ~~Boeing~~warrants ~~Company~~will inbe ~~October 2018~~exercisable, ~~and~~at asthe ~~Senior~~option ~~Vice President and Chief Financial Officer~~ of ~~B/E~~each ~~Aerospace from May 1993 until December 2014. Prior to joining B/E Aerospace~~holder, ~~Mr. McCaffrey~~in ~~practiced~~whole asor ain ~~Certified~~part ~~Public~~by ~~Accountant~~delivering ~~for~~to ~~17 years~~us ~~with~~ a ~~large~~duly ~~international~~executed ~~accounting~~exercise ~~firm~~notice and apayment ~~regional accounting firm based~~ in ~~California.~~full ~~Since~~for ~~2016, Mr. McCaffrey has served as a member of~~ the ~~Board~~number of ~~Trustees~~shares of ~~Palm~~our ~~Beach~~common ~~Atlantic~~stock ~~University~~purchased ~~and~~upon ~~serves~~such asexercise. aThe ~~member~~number of ~~its~~shares ~~various~~of ~~committees~~common ~~and~~stock isissuable ~~currently~~upon ~~Chairman~~exercise of ~~its~~the ~~Audit~~warrants ~~Committee.~~is ~~Mr. McCaffrey~~subject ~~received~~to ~~his~~adjustment ~~Bachelor of Science degree~~ in ~~Business~~certain ~~Administration~~circumstances, ~~with~~including a ~~concentration~~stock insplit ~~Accounting~~of, ~~from~~stock ~~California~~dividend ~~Polytechnic~~on, ~~State~~or ~~University — San~~a ~~Luis Obispo. Our Board benefits from Mr. McCaffrey’s extensive leadership experience~~subdivision, ~~thorough~~combination ~~knowledge~~or recapitalization of ~~our~~the ~~business~~common ~~and~~stock. ~~extensive~~See ~~strategic~~also ~~planning~~“— ~~and~~Fundamental ~~public~~Transactions” ~~company experience~~below.

~~Heather~~Cashless ~~Floyd. Ms. Floyd~~Exercise currently serves on our Board. Ms. Floyd also currently serves as Director, Financial Reporting & Technical Accounting at Sequa Corporation. Previously, Ms. Floyd served as Vice President — Finance and Corporate Controller of KLX Energy and Vice President — Finance and Corporate Controller of KLX Inc. from February 2014 until September 2021. Ms. Floyd has almost 20 years of combined accounting, auditing, financial reporting and Sarbanes-Oxley compliance experience. Prior to joining KLX Inc., Ms. Floyd held various positions at B/E Aerospace, including most recently Vice President — Internal Audit. Prior to joining B/E Aerospace, Ms. Floyd served as an Audit Manager with Ernst & Young and in various accounting roles at Corporate Express, now a subsidiary of Staples. Ms. Floyd is a Certified Public Accountant licensed to practice in Florida. Ms. Floyd received her Bachelor of Science and Engineering and Bachelor of Business Administration in International Business and Trade from Florida Atlantic University. Ms. Floyd’s extensive accounting, auditing, financial reporting and public company experience qualify her to serve as a member of our Board.

~~Timothy~~If J.at ~~Scannell. Mr. Scannell~~any ~~currently~~time ~~serves~~there onis ~~our~~no ~~Board.~~effective ~~Mr. Scannell~~registration ~~brings~~statement ~~over 30 years of experience and success delivering market-leading results from his leadership roles at Stryker~~registering, ~~one~~or of the ~~world’s~~prospectus ~~leading~~contained ~~medical~~therein ~~technology~~is ~~companies.~~not ~~Mr. Scannell~~available ~~served~~for asissuance ~~President and Chief Operating Officer~~ of ~~Stryker between 2018 and 2021~~, ~~overseeing~~the ~~all~~shares of ~~Stryker’s~~common ~~commercial~~stock ~~businesses~~issuable ~~and~~upon ~~regions~~exercise ~~globally.~~of ~~Prior~~the ~~to this~~warrants, hethe ~~served~~holder asmay ~~group~~exercise ~~president~~its ~~for~~warrants ~~Stryker’s~~on ~~MedSurg~~a &cashless ~~Neurotechnology businesses for ten years~~basis. ~~Mr. Scannell~~When ~~currently~~exercised ~~serves~~on as a ~~director~~cashless ~~and~~basis, ~~non-executive~~a ~~chairman~~portion of the ~~Board~~warrant ~~of Directors for Insulet Corporation and~~ is acancelled ~~director~~in onpayment ~~the boards~~ of ~~Novocure Limited, Renalytix plc and Collagen Matrix, Inc. Mr. Scannell attended~~ the ~~University~~purchase ofprice ~~Notre~~payable ~~Dame, where he received a bachelor’s degree~~ in ~~Business~~respect ~~Administration and Marketing and his Master~~ of ~~Business Administration. Mr. Scannell’s extensive leadership experience, particularly with respect to public companies within~~ the ~~medical~~number ~~industry,~~of ~~qualify~~shares ~~him~~of toour ~~serve~~common asstock apurchasable ~~member~~upon ofsuch ~~our Board~~exercise.

~~Jimmy~~Exercise ~~Thompson. Mr. Thompson~~Price is our Vice President of Strategic Sales. Over the course of three decades, Mr. Thompson has served many leadership roles in the healthcare industry. For the past 19 years at Cerner Corporation, Mr. Thompson has built and led highly successful teams at nationally recognized healthcare systems including: Broward Health, Moffitt Cancer Center, and Advent Health. Among his many accomplishments, Mr. Thompson is most recognized for leading proven business development strategies for CareAware — starting as a new platform by Cerner Corporation — a world-leading supplier of health

Each warrant represents the right to purchase shares of common stock at an exercise price of $ per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, as well as certain rights offerings and pro rata distributions made to all holders of our common stock. Subject to limited exceptions (and waiver of the limitation in the sole discretion of our board of directors), a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise.

Fundamental Transactions

If, at any time while the warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding common stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group (as defined in Section 13(d) of the Exchange Act) of Persons whereby such other Person or group (as defined in Section 13(d) of the Exchange Act) acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of the warrants, the holders will receive, for each share of common stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any beneficial ownership limitation on the exercise of the warrants), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (as determined in accordance with the Warrant Agreement) receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the warrants are exercisable immediately prior to such Fundamental Transaction (without regard

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~~information~~to ~~technology~~any ~~services,~~beneficial ~~devices,~~ownership ~~and~~limitation ~~hardware~~on ~~used~~the atexercise ~~more~~of ~~than 27,000 facilities around~~ the ~~world. Prior to Cerner~~warrants), heas ~~held~~adjusted ~~key~~in ~~sales~~accordance ~~roles~~with atprovisions GEof ~~Healthcare~~the ~~and~~Warrant ~~SIMS Portex and began his career working at Baptist Hospital in Nashville, Tennessee~~Agreement.

~~Nick~~For ~~DeAngelis,~~purposes ~~PhD. Dr. DeAngelis~~of isthe ~~our~~foregoing ~~Director~~paragraph, of“Person” ~~Regulatory~~means ~~Affairs~~an &individual ~~Quality~~or ~~and~~corporation, ~~as a self-employed consultant~~partnership, ~~is a key member of the development team for the Pūrgo air purification and disinfection product development project. Dr. DeAngelis has over 40 years of experience in pharmaceutical companies~~trust, ~~25 years~~incorporated ofor ~~which~~unincorporated ~~was at senior management levels~~association, ~~including~~joint ~~Senior Director of the Analytical and Physical Chemistry departments at Wyeth Laboratories~~venture, alimited ~~NYSE-listed~~liability ~~public~~ company ~~acquired by Pfizer in 2009~~, ~~and~~joint atstock ~~Schering Plough Laboratories~~company, agovernment ~~private~~(or ~~company~~an ~~acquired~~agency byor ~~Merck~~subdivision &thereof) ~~Co.~~or inother ~~2009.~~entity ~~Dr. DeAngelis has worked for a number~~ of ~~years~~ asany ~~a self-employed consultant assisting numerous pharmaceutical and medical device companies in product development and quality assurance~~kind. ~~Dr. DeAngelis holds a Bachelor of Science degree in Physics, a Master of Science degree in Chemistry and a PhD in Chemistry from Villanova University.~~

~~Edward~~In ~~Lanzilotta,~~the ~~PhD. Employed~~event atof ~~IPS~~a Fundamental Transaction, ~~Dr. Lanzilotta~~the isCompany aor ~~key~~any ~~member~~successor ofentity shall, at the ~~development~~option ~~team~~of ~~for~~the holders of the ~~Pūrgo~~preferred ~~air~~stock, ~~purification~~exercisable ~~and~~at ~~disinfection~~any ~~product~~time ~~development~~concurrently ~~project.~~with, Heor ~~has~~within ~~held~~30 days ~~engineering~~after, ~~and~~the ~~management~~consummation ~~positions~~of atthe ~~Draper~~Fundamental ~~Laboratory~~Transaction (or, ~~Bolt~~if later, ~~Beranek~~the &date ~~Newman,~~of ~~American~~the ~~Science~~public ~~and~~announcement ~~Engineering~~of the applicable Fundamental Transaction), ~~Scientific~~purchase ~~Systems~~the ~~Corp.~~warrants ~~and~~from ~~Airborne~~the ~~Instruments~~such ~~Laboratory.~~holders ~~Dr. Lanzilotta~~by ~~holds~~paying aan ~~Bachelor~~amount of ~~Science~~cash ~~degree~~equal into ~~Electrical~~the ~~Engineering,~~Black aScholes ~~Master~~Value of(as ~~Science~~defined ~~degree~~ in ~~Mechanical~~the ~~Engineering~~Warrant ~~and~~Agreement) aof ~~PhD~~the inremaining ~~Mechanical~~unexercised ~~Engineering~~portion ~~from~~of the ~~Massachusetts~~warrants ~~Institute~~on the date of ~~Technology~~the consummation of such Fundamental Transaction (subject to certain provisos set forth in the Warrant Agreement).

~~Rao~~Transferability Tella. Mr. Tella is our Director of Operations. He has been employed by Eaton Aerospace, Puritan Bennet Corporation, a Nasdaq-listed company acquired by Nellcor Incorporated in 1995 to form Nellcor Puritan-Bennet, and B/E Aerospace in various capacities, including Manager of R&D, Director of Operations, P&L responsibility as Vice President/General Manager of a $400 million business and Vice President of corporate strategy. Mr. Tella holds a Bachelor of Science degree in Engineering from the Indian Institute of Technology located in Chennai, a Master of Science degree in Engineering and a Master of Business Administration degree from the University of Minnesota and has completed a strategic studies program at Harvard University.

~~Bill~~Subject ~~Reisenauer. Mr. Reisenauer~~to isapplicable ~~our~~laws ~~Lead~~and ~~Engineer~~restrictions, ona ~~Pūrgo~~holder UVmay ~~Subsystem~~transfer ~~Design, is~~ a ~~key~~warrant ~~member~~upon surrender of the ~~development~~warrant ~~team~~to ~~for~~us ~~the~~with ~~Pūrgo~~a UVcompleted ~~air purification~~ and ~~disinfection~~signed ~~product~~assignment ~~development~~in ~~project and is~~ the ~~lead~~form ~~Engineer~~attached onto the ~~Pūrgo UV subsystem design, test and qualification~~warrant. AtThe ~~B/E~~transferring ~~Aerospace,~~holder ~~Mr. Reisenauer~~will ~~was~~be ~~the~~responsible ~~director of engineering~~ for ~~the~~any ~~lighting~~tax ~~products~~that ~~group~~liability ~~and~~that ~~drove~~may ~~the~~arise ~~introduction~~as ~~of LED technology into business and commercial aircraft lighting. Mr. Reisenauer holds~~ a ~~Master~~result of ~~Science degree in Electrical Engineering and a Bachelor of Science degree in Electrical Engineering from~~ the ~~Polytechnic Institute of New York and a Master of Business Administration from Adelphi University~~transfer.

~~Karl~~Rights ~~Keppeler. Mr. Keppeler~~as isStockholder our Lead Engineer on the Electrical Engineering and Embedded Software Subsystems and is a key member of the development team for the Pūrgo air purification and disinfection product. Mr. Keppeler is an IPS Fellow at IPS, where he has worked for over 11 years on customer projects in a range of industries. Prior to joining IPS, Mr. Keppeler worked in a variety of industries, including payment automation, telecommunications, mobile computing and vehicle electrification. Mr. Keppeler holds a Bachelor of Science degree and a Master of Engineering degree in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

~~Joseph~~Except ~~Toro. Mr. Toro~~as isset ~~our~~forth ~~Lead~~in ~~Industrial Design Engineer and is a key member of~~ the ~~development~~warrant, ~~team for~~ the ~~Pūrgo~~holder ~~air purification and disinfection product development project. Currently the director~~ of ~~Industrial~~a ~~Design at IPS~~warrant, ~~Mr. Toro~~solely ~~has~~in ~~more~~such ~~than~~holder’s ~~20 years~~capacity ofas ~~experience~~a ~~developing~~holder ~~award winning innovative solutions for consumer and professional products. Mr. Toro directed the design~~ of ~~products~~a ~~ranging~~warrant, ~~from~~will ~~miniature~~not ~~motion~~be ~~control~~entitled ~~solutions~~to ~~for~~vote, ~~B/E~~to ~~Aerospace~~receive ~~and~~dividends, ~~medical~~or ~~clients~~ to ~~household~~any ~~appliances for Applica Black and Decker. Mr. Toro holds a Bachelor~~ of ~~Science degree in Industrial Design from~~ the ~~University~~other ofrights ~~Bridgeport. Mr. Toro’s team has worked closely with Mr. Krosney in the design~~ of ~~PūrgoLift,~~our ~~AeroClean’s elevator implementation product line~~stockholders.

Amendments and Waivers

The Warrant Agreement may be amended by the parties thereto without the consent of any warrant holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the warrant holders. All other modifications or amendments, including any amendment to increase the exercise price or shorten the exercise period of the warrants, shall require the vote or written consent of the holders of a majority of the then outstanding warrants.

Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws

Our certificate of incorporation, as amended, and bylaws contain, and Delaware statutory law contains, provisions that could make the acquisition of the Company by means of a tender offer, a proxy contest or otherwise more difficult. These provisions are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. The description set forth below is only a summary and is qualified in its entirety by reference to our certificate of incorporation and our bylaws, both of which are filed as exhibits to our offering statement of which this offering circular forms a part.

Number of Directors; Filling Vacancies; Removal

Our certificate of incorporation and bylaws, in each case as amended from time to time, provide that our business and affairs will be managed by or under the direction of our board of directors. Our certificate of incorporation and bylaws provide that the board of directors will consist of not less than three nor more than nine members, with the exact number of directors within these limits to be fixed exclusively by the board of directors. In addition, our certificate of incorporation provides that any board vacancy, including

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~~Structure~~a vacancy resulting from an increase in the number of ~~our~~directors, ~~Board~~may be filled solely by the affirmative vote of ~~Directors~~a majority of the remaining directors then in office, even if less than a quorum of the board, or by the sole remaining director.

~~The~~Special ~~Board~~Meetings ~~consists of six directors, and each director’s term expires at each annual meeting of stockholders.~~

~~Director~~Our ~~Independence~~certificate of incorporation and bylaws provide that special meetings of the stockholders may only be called by our board of directors or certain of our officers. These provisions will make it more difficult for stockholders to take an action opposed by our board of directors.

~~The~~No ~~Board~~Stockholder ~~has~~Action ~~determined~~by ~~that~~Written ~~Dr. Helfet,~~Consent ~~Messrs.~~Unless ~~McCaffrey,~~Approved ~~Scannell~~by ~~and~~Our ~~Senft~~Board and Ms. Floyd are each an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

~~Committees~~Our certificate of incorporation and bylaws require that all actions to be taken by stockholders must be taken at a duly called annual or special meeting, and stockholders will not be permitted to act by written consent unless both the action and the taking of the action by written consent are approved in advance by our board of directors. These provisions may make it more difficult for stockholders to take an action opposed by our board of directors.

~~The~~Amendments ~~Board~~to ~~has~~Our ~~three~~Certificate ~~standing~~of ~~Committees:~~Incorporation ~~the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee.~~

~~Audit Committee.~~ Our ~~Audit~~certificate ~~Committee~~of isincorporation aprovides ~~separately~~that ~~designated~~the ~~standing~~affirmative ~~audit~~vote ~~committee~~of ~~established~~the inholders ~~accordance~~of ~~with~~at ~~Section~~ least 66 2∕3~~(a)(58)(A)~~% of the ~~Exchange~~total ~~Act.~~voting ~~The~~power ~~Audit~~of ~~Committee~~the isthen-outstanding ~~composed~~shares of ~~Ms. Floyd~~common ~~and~~stock ~~Messrs.~~entitled ~~McCaffrey~~to ~~and Senft~~vote, ~~with~~voting ~~Ms. Floyd~~as ~~serving~~a assingle ~~chair.~~class, ~~Our~~is ~~Board~~required ~~has~~to ~~determined~~amend ~~that~~or ~~Ms. Floyd~~repeal, ~~and~~or ~~Mr. McCaffrey~~adopt ~~are~~any ~~each~~provision ~~“financially~~inconsistent ~~sophisticated~~with, ~~audit~~certain ~~committee~~provisions ~~members”~~in ~~and~~our ~~“audit~~certificate ~~committee~~of ~~financial~~incorporation, ~~experts”~~including inthose ~~accordance~~provisions ~~with~~regarding the ~~Nasdaq~~filling ~~listing~~of ~~rules~~vacancies ~~and~~on ~~SEC~~the ~~rules~~board of directors, ~~respectively.~~provisions ~~All~~providing ~~members~~for the removal of directors, provisions regarding the ~~Audit~~calling ~~Committee~~of ~~are~~special ~~independent~~meetings, ~~under~~provisions ~~Nasdaq~~regarding ~~listing~~stockholder ~~standards~~action by written consent and ~~SEC~~provisions ~~rules~~regarding amendment of our certificate of incorporation. ~~The~~These ~~Audit~~provisions ~~Committee~~may ~~operates~~make ~~under~~it amore ~~written~~difficult ~~charter~~for ~~adopted~~stockholders ~~and~~to ~~approved~~make bychanges to our ~~Board~~certificate of incorporation.

~~The~~Amendments ~~Audit~~to ~~Committee~~Our isBylaws responsible for: (i) the appointment, compensation and oversight of our independent auditors; (ii) overseeing the quality and integrity of our financial statements and related disclosures; (iii) overseeing our compliance with legal and regulatory requirements; (iv) assessing our independent auditors’ qualifications, independence and performance; and (v) monitoring the performance of our internal audit and control functions.

~~Compensation~~Our ~~Committee. The~~certificate ~~Compensation~~of ~~Committee~~incorporation isprovides ~~currently~~that ~~composed~~our board of ~~Messrs.~~directors ~~McCaffrey,~~has ~~Scannell~~the ~~and~~power ~~Senft~~to adopt, ~~Ms. Floyd~~amend ~~and~~or Drrepeal the bylaws. ~~Helfet~~ Any such adoption, ~~with~~amendment ~~Mr. McCaffrey~~or ~~serving~~repeal asof ~~chair~~our bylaws by the board of directors shall require approval of a majority of the entire board. ~~All~~Our certificate of incorporation provides that, notwithstanding any other provision of our certificate of incorporation, the ~~members~~affirmative vote of the ~~Compensation~~holders ~~Committee~~of ~~are~~at ~~independent~~least as66 ~~defined~~2∕3% byof ~~Nasdaq~~the ~~listing~~total ~~rules~~voting ~~and~~power ~~are~~of ~~non~~the then-~~employee~~outstanding ~~directors.~~shares ~~The~~of ~~Compensation~~common ~~Committee~~stock ~~provides~~entitled ~~recommendations~~to vote, voting as a single class, is required for our stockholders to ~~the~~amend ~~Board~~or ~~regarding~~repeal, ~~compensation~~or ~~matters~~adopt ~~and~~any ~~oversees~~provisions in the ~~Company’s~~bylaws. ~~incentive~~These ~~and~~provisions ~~compensation~~may ~~plans.~~make ~~The~~it ~~Compensation~~more ~~Committee~~difficult ~~operates~~for ~~under~~stockholders ato ~~written~~make ~~charter~~changes ~~adopted~~to ~~and~~our ~~approved~~bylaws that are opposed by our ~~Board~~board of directors.

~~The~~Requirements ~~Compensation~~for ~~Committee~~Advance ~~has~~Notification ~~the power to delegate its authority and duties to subcommittees or individual members~~ of ~~the~~Stockholder ~~Compensation~~Nomination ~~Committee or, to the extent permitted by the terms of any plan, to officers of our Company or other persons, in each case as it deems appropriate in accordance with applicable laws~~ and ~~regulations~~Proposals and the requirements of Nasdaq. Management input is taken into consideration in assessing the performance and pay levels of our key management employees as well as the establishment of bonus measures and targets, but ultimate decision-making regarding compensation of our named executive officers remains with the Compensation Committee.

~~Nominating~~Under ~~and~~our ~~Corporate~~bylaws, ~~Governance~~stockholders ~~Committee. The~~of ~~Nominating~~record ~~and~~may ~~Corporate~~nominate ~~Governance~~persons ~~Committee~~for iselection ~~composed~~to our board of ~~Messrs~~directors or bring other business constituting a proper matter for stockholder action at annual meetings only by providing proper notice to our secretary. ~~McCaffrey~~Proper notice must be generally received not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year (or, ~~Scannell~~in some cases, prior to the tenth day following the announcement of the meeting) and ~~Senft~~must include, ~~Ms. Floyd~~among other information, the name and ~~Dr. Helfet~~address of the stockholder giving the notice, ~~with~~certain ~~Mr. Scannell~~information ~~serving~~relating to each person whom such stockholder proposes to nominate for election as ~~chair.~~a ~~All~~director and a brief description of any business such stockholder proposes to bring before the ~~members~~meeting. Nothing in our bylaws may be deemed to affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the ~~Nominating~~Exchange ~~and~~Act. ~~Corporate~~Contests ~~Governance~~for ~~Committee~~the ~~are~~election ~~independent~~of asdirectors ~~defined~~or bythe consideration of stockholder proposals will be precluded if the ~~Nasdaq~~proper ~~listing~~procedures ~~rules~~are not followed. ~~The~~Third ~~Nominating~~parties ~~and~~may ~~Corporate~~therefore ~~Governance~~be ~~Committee~~discouraged isfrom ~~responsible~~conducting ~~for,~~a ~~among~~solicitation ~~other~~of ~~things:~~proxies to elect their own slate of directors or to approve their own proposals.

•Forum and Venue

~~Assisting~~Our ~~the~~bylaws ~~Board~~provide bythat, ~~actively~~unless ~~identifying~~we ~~individuals~~otherwise ~~qualified~~consent in writing to ~~become~~the ~~Board~~selection ~~members.~~of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of

•

Recommending to the Board the director nominees for election at the next annual meeting of stockholders.

•

Making recommendations with respect to corporate governance matters.

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~~The~~Chancery ~~Nominating~~of ~~and Corporate Governance Committee operates under a written charter adopted and approved by our Board. Under our Nominating and Corporate Governance Committee Charter,~~ the ~~Committee~~State ~~must be informed by a director in advance~~ of ~~any~~Delaware ~~director~~(or, ~~accepting~~if ~~an invitation to serve on another public company board. The Committee will inform~~ the ~~Chairman~~Court of ~~the~~Chancery ~~Board~~ of ~~any such information. In addition, no director may sit on~~ the ~~board~~State of ~~directors,~~Delaware orlacks ~~beneficially~~subject ~~own~~matter ~~more~~jurisdiction, ~~than 1% of~~ the ~~outstanding~~federal ~~equity~~district ~~securities,~~court offor ~~any of~~ the ~~Company’s~~District ~~competitors in the Company’s principal lines~~ of ~~business~~Delaware).

57Delaware Law

~~TABLE~~ As OFa ~~CONTENTS~~Delaware corporation, we are subject to Section 203 of the DGCL, which provides that a corporation may not engage in any business combination with an interested stockholder during the three years after the stockholder becomes an interested stockholder unless:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements described in in our Annual Report on Form 10-K/A under the caption “Management,” the following is a description of each transaction for the two most recently completed fiscal years, as well as the current fiscal year, to which we were a party or will be a party, in which:

•

the ~~amounts~~corporation’s ~~involved~~board ~~exceeded~~of ordirectors ~~will~~approved ~~exceed~~in ~~the~~advance ~~lesser~~either ofthe ~~$120,000~~business combination or ~~1% of~~ the ~~average~~transaction ofwhich ~~our~~resulted ~~total~~in ~~assets at year-end for~~ the ~~last~~stockholder ~~two~~becoming ~~completed~~an ~~fiscal years~~interested stockholder; ~~and~~

•

~~any~~ the ofinterested ~~our~~stockholder ~~directors,~~owned ~~executive~~at ~~officers~~least or85 percent ~~holders~~ of ~~more~~the ~~than~~corporation’s ~~5% of any class of our~~ voting ~~securities,~~stock orat ~~any member of~~ the ~~immediate~~time ~~family of~~ the ~~foregoing~~transaction ~~persons,~~commenced; ~~had~~ or ~~will have a direct or indirect material interest.~~

Our Chairman, Dr. Khoury, owns 50% of the limited liability company that is the landlord for our corporate headquarters. Annual rent under our lease is $260,000, increasing 2.5% on each anniversary. The lease term is 10 years beginning from March 1, 2021. As of March 31, 2022, the Company’s remaining payments under the lease approximated $2,610,000.

In May 2020, we issued 2,000,000 of our Class A units in a private placement to our existing members for total consideration of $2,000,000, or approximately $1.00 per Class A unit, of which $1,937,641 was for cash and $62,359 was in exchange for services provided. Our Chairman contributed $1,115,941 in exchange for 1,115,941 Class A units. Dr. Helfet contributed an aggregate of $157,500 ($61,700 of which was the conversion of an outstanding loan to the Company and the balance in cash) in exchange for 157,500 units. Dateline TV Holdings, Inc., a corporation controlled by Dr. Helfet’s brother, Tim Helfet, contributed $93,600 in exchange for 93,600 Class A units. Mr. Krosney was issued 62,359 Class A units in exchange for services provided to the Company. Lewis Pell contributed $256,600 in exchange for 256,600 Class A units.

In September 2020, we sold 2,081,578 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $2,081,578. Our Chairman purchased 1,500,000 Class A units for $1,500,000, Dateline TV Holdings, Inc. purchased 199,978 Class A units for $199,978 and Lewis Pell purchased 256,600 Class A units for $256,600.

In December 2020, we sold 2,000,000 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $2,000,000. Our Chairman purchased 843,243 Class A units for $843,243, Julie Khoury, the wife of our Chairman, purchased 100,000 Class A units for $100,000, Dr. Helfet purchased 323,187 Class A units for $323,187, Dateline TV Holdings, Inc. purchased 201,086 Class A units for $201,086, Lewis Pell purchased 126,999 Class A units for $126,999 and Mr. McCaffrey purchased 40,812 Class A units for $40,812.

In March 2021, we sold 5,073,056 Class A units in a private placement to our existing members at $1.00 per Class A unit for total consideration of $5,073,056. In connection with this sale, our Chairman purchased 2,929,730 Class A units for $2,929,730, Dateline TV Holdings, Inc. purchased 603,259 Class A units for $603,259, Lewis Pell purchased 790,067 Class A units for $790,067 and Mr. McCaffrey purchased 400,000 Class A units for $400,000. In connection with our IPO, we reorganized our corporate structure to become a Delaware corporation by converting the Class A units of AeroClean Technologies, LLC into shares of AeroClean Technologies, Inc. common stock at a conversion ratio of 0.8462 shares of common stock for each Class A unit.

In July and August 2021, eight Pūrgo units were sold at current market prices to an entity in which our Chairman has a financial interest.

On September 30, 2021 we borrowed $500,000, and on November 5, 2021, we borrowed an additional $500,000 from our Chairman at an interest rate equal to the prime rate plus 3.0% per annum, which was 6.25% for the life of the loan, with principal and accrued interest due upon demand. On December 1, 2021, the Company repaid approximately $1,000,000 out of the net proceeds from the IPO in connection with the full satisfaction and discharge of the loan.

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Upon the completion of the IPO, we entered into a registration rights agreement with our Chairman and each of our other stockholders that held 10% or more of our outstanding shares of common stock upon completion of the IPO. The registration rights agreement provides (x) our Chairman with “demand” registration and customary “piggyback” registration rights and (y) our other stockholders party to the registration rights agreement with customary “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act.

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PRINCIPAL STOCKHOLDERS

The following table and notes thereto set forth certain information with respect to the beneficial ownership of the Company’s capital stock as of July 1, 2022, except as otherwise noted, by (i) each person who is known to us to beneficially own more than 5% of the outstanding shares of common stock of the Company, (ii) each of the Company’s named executive officers, (iii) each of the Company’s directors and (iv) all of the Company’s executive officers and directors as a group.

We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

The column entitled “Percentage of Shares Beneficially Owned” is based on 15,408,828 shares of common stock outstanding as of July 1, 2022. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to restricted stock units held by that person or entity that are currently exercisable or that will become exercisable within 60 days of July 1, 2022. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AeroClean Technologies, Inc., 10455 Riverside Drive, Palm Beach Gardens, FL 33410.

Name of Beneficial Owner	Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Stockholders
Lewis Pell(1)		1,569,060		10.2%
Dateline TV Holdings, Inc.(2)		1,198,062		7.8%
Armistice Capital Master Fund Ltd.(3)		1,500,000		9.7%
Northeastern University(4)		1,500,000

Filing Compare · Molekule Group, Inc.