Molekule Group, Inc. Announces $10.0 Million Private Placement And Amends Loan Agreements to Defer Approximately $6.1 Million of Principal Payments Originally Scheduled for 2023, 2024 and Q1 2025
May 03 2023 - 8:15AM
Molekule Group, Inc. (“Molekule” or the “Company”) (Nasdaq: MKUL),
announced today that it has entered into a securities purchase
agreement with a single institutional investor pursuant to which
the Company agreed to sell in a private placement at an aggregate
purchase price of approximately $9,971,500, (i) 3,400,000 shares of
the Company’s common stock, (ii) a Series A Warrant to purchase up
to 3,125,000 shares of common stock, (iii) a Series B Warrant to
purchase up to 6,250,000 shares of common stock, and (iv) a
Pre-Funded Warrant to purchase up to 2,850,000 shares of common
stock. The private placement is expected to close on or about May
5, 2023, subject to the satisfaction of customary closing
conditions.
The Series A Warrants will have an exercise price of $1.60 per
share; the Series B Warrants will have an exercise price of $1.84
per share; and the Pre-Funded Warrant will have a nominal exercise
price per share. The Series A and B Warrants will become
exercisable following the receipt of stockholder approval and the
filing and distribution of an information statement to the
Company’s stockholders; and the Pre-Funded Warrants will be
exercisable upon issuance. The Series A Warrants will terminate
eight months after they become exercisable. The Series B Warrants
and the Pre-Funded Warrants will terminate five years after they
become exercisable.
The Company also agreed to reduce the exercise price of
1,500,000 outstanding warrants owned by the institutional investor
to $2.00.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”) and Regulation D promulgated
thereunder, and have not been registered under the Act or
applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
Pursuant to a registration rights agreement with
the investor, the Company has agreed to file an initial
registration statement with the Securities and Exchange Commission
(the “SEC”) covering the resale of the shares of common stock to be
issued to the investor and shares of common stock underlying the
warrants described above and to use its best efforts to have the
registration statement declared effective as promptly as
practicable thereafter. The Company plans to use the proceeds to
support the roll-out of its Safe Air-as-a-Service platform through
purchases of inventory and equipment and continued enhancement of
software and technology to support the evolving needs of enterprise
customers.
On May 2, 2023, we reached an agreement in
principal, subject to final documentation, with Silicon Valley
Bank, a division of First Citizens Bank (“SVB”) to amend our
mezzanine loan agreement so as to provide for the deferral of
principal payments from April 2024 to April 2025. We also reached
an agreement in principal with SVB, subject to final documentation,
to amend our senior term loan agreement so as to extend the
maturity date from April 2026 to March 2028. The amendment of our
mezzanine loan agreement to defer principal payments and the
amendment of our senior term loan agreement to extend the maturity
date collectively result in a deferral of approximately $6.1
million of principal payments through Q1 2025. The Company believes
that such additional flexibility will support long-term growth as
it continues to aggressively market its enterprise Safe
Air-as-a-Service platform, conduct research and development and
fund operations.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Advisors
The Benchmark Company and Roth Capital Partners
are acting as the exclusive placement agents for the private
placement. Freshfields Bruckhaus Deringer US LLP is acting as
counsel to the Company. ArentFox Schiff LLP is acting as counsel to
the placement agents.
About Molekule
Molekule is on a mission to provide clean indoor
air to everyone, everywhere. With the largest range of proprietary,
FDA-cleared air purification devices on the market, Molekule is
providing consumers, business owners and medical professionals with
hardware and software solutions to better understand and improve
indoor air quality. Its Air Pro, Air Mini+ and Pūrgo™ purification
devices can be applied to virtually any indoor space, including
homes, classrooms, offices, hospitals and more.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon current beliefs and
expectations of our management and are subject to known and unknown
risks and uncertainties. Words or expressions such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,”
“will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,”
or other similar expressions help identify forward-looking
statements. Factors that could cause actual events to differ
include, but are not limited to:
- general economic
conditions in the markets where we operate;
- the impact of
the COVID-19 pandemic and related prophylactic measures;
- expected timing
of regulatory approvals and product launches;
- non-performance
of third-party vendors and contractors;
- risks related to
our ability to successfully sell our products and the market
reception to and performance of our products;
- our compliance
with, and changes to, applicable laws and regulations;
- our limited
operating history;
- our ability to
manage growth;
- our ability to
obtain additional financing when and if needed;
- our ability to
expand product offerings;
- our ability to
compete with others in our industry;
- our ability to
protect our intellectual property;
- the ability of
certain stockholders to determine the outcome of matters that
require stockholder approval;
- our ability to
retain the listing of our common stock on Nasdaq;
- our ability to
defend against legal proceedings;
- success in
retaining or recruiting, or changes required in, our officers, key
employees or directors;
- the risk that
the merger between Molekule and Aura may not be completed; and
- other economic,
business, competitive, and regulatory factors affecting the
businesses of the Company generally, including but not limited to
those set forth in Molekule’s filings with the SEC, including in
the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of
Molekule’s latest annual report on Form 10-K, as amended, and other
SEC filings.
Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward-looking
statements as a result of various factors. Although we believe that
the expectations reflected in the forward-looking statements are
reasonable based on information currently available, we cannot
assure you that the expectations will prove to have been correct.
Accordingly, you should not place undue reliance on these
forward-looking statements. In any event, these statements speak
only as of the date of this release. We assume no obligation to
revise or update any of the forward-looking statements to reflect
events or circumstances after the date of this release or to
reflect new information or the occurrence of unanticipated
events.
Media Contact Press@molekule.com
Investor Relations Contacts Ryan TylerChief
Financial Officer, Molekule Ryan.Tyler@molekule.com
MATTIO Communications molekule@mattio.com
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