The following discussion and analysis should be read in conjunction with the
historical condensed financial statements and related notes included elsewhere
in this Quarterly Report on Form 10-Q (this "Quarterly Report") as well as our
audited financial statements for the fiscal year ended December 31, 2021
included in our Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the Securities and Exchange Commission (the "SEC") on April 1, 2022
(our "Annual Report"). This discussion contains forward-looking statements
reflecting our current expectations and estimates and assumptions concerning
events and financial trends that may affect our future operating results or
financial position. See "Cautionary Statement Regarding Forward-Looking
Statements" and "Risk Factors" appearing elsewhere in this Quarterly Report. You
should review the "Risk Factors" section of our Annual Report and our quarterly
reports on Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30,
2022, as well as under the caption "Risk Factors" in our Form S-1 filed with the
SEC on July 11, 2022, as amended on July 20, 2022, for a discussion of important
factors that could cause actual results to differ materially from the results
described in or implied by the forward-looking statements contained in the
following discussion and analysis.

On October 3, 2022, we announced that we entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among AeroClean, Air King Merger Sub
Inc., a Delaware corporation and direct wholly-owned subsidiary of AeroClean
("Merger Sub"), and Molekule, Inc., a Delaware corporation ("Molekule"),
pursuant to which Merger Sub will merge with and into Molekule, in an all-stock
merger transaction with Molekule continuing as the surviving entity and a
wholly-owned subsidiary of AeroClean (the "Merger"). The transaction is
summarized in Note 14 of our notes to the condensed financial statements
(unaudited).

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 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 protect front-line healthcare workers, patients and
the general population.

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 P?rgo
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. P?rgo'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 P?rgo Lift, our air purification
solution for elevators and other wall-mount applications, and since then,
certain of our customers have been testing and evaluating P?rgo 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 P?rgo 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 P?rgo 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.

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P?rgo has been well-received by our customers. Our success depends to a large extent on our ability to increase sales of our P?rgo 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
approximately $1.1 million and $7.9 million during the nine months ended
September 30, 2022 and the year ended December 31, 2021, respectively, and had
an accumulated deficit of approximately $2.8 million as of September 30, 2022.
As of September 30, 2022, we had an aggregate cash balance of approximately
$25.8 million. As part of our business strategy, we continually evaluate a wide
array of strategic opportunities, including the acquisition, disposition or
licensing of intellectual property, mergers and acquisitions, joint ventures and
other strategic transactions. In connection with these activities, we may enter
into non-binding letters of intent as we assess the commercial appeal of
potential strategic transactions. We may seek to acquire technologies, product
lines and companies that operate in businesses similar to our own or that are
ancillary, complementary or adjacent to our own or in which we do not currently
operate. Such businesses could operate in the air purification space or more
generally in the health and wellness space or in other industries. We could also
seek to merge with or into another company or sell all or substantially all of
our assets to another company. Any transactions that we enter into could be
material to our business, financial condition and operating results.

As part of this strategy, the Company has been 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's recently closed acquisition of GSI Technologies and
recently announced merger with Molekule are in alignment with the Company's
strategy to increase its scale and add complementary products and services.
While the Company continues to evaluate additional opportunities, there can be
no assurance that these will be consummated.

Please see related risks described under the captions "We may acquire other
companies or technologies, which could divert our management's attention, result
in additional dilution to stockholders and otherwise disrupt our operations, and
adversely affect our business, financial condition and results of operations"
and "Our executive officers, directors and principal stockholders have the
ability to control all matters submitted to stockholders for approval" in the
"Risk Factors" section of our Annual Report.

COVID-19 Pandemic



We continue to monitor the COVID-19 pandemic and its variants, including the
emergence of variant strains, which continue to spread throughout the world and
have adversely impacted global commercial activity and contributed to
significant declines and volatility in financial markets. Across many
industries, including the Company's, COVID-19 - among other factors - has
negatively impacted personnel and operations at third-party manufacturing and
component part supplier facilities in the United States and around the world.
These disruptions have adversely impacted the availability and cost of raw
materials and component parts. For example, various electronic components and
semi-conductor chips have become increasingly difficult to source, and, when
available, may be subject to substantially longer lead times and higher costs
than historically applicable. While the Company's manufacturing run rate is not
currently being impacted, past shortages have impacted the Company's ability to
manufacture units.

We continue to actively monitor the situation and may take further actions that
impact operations as may be required by federal, state or local authorities or
that we determine is in the best interests of our employees, customers,
suppliers and stockholders. As of the date of this Quarterly Report, the
pandemic presents uncertainty and risk as we cannot reasonably determine or
predict the nature, duration or scope of the overall impact the COVID-19
pandemic and the evolving strains of COVID-19 will have on our business, results
of operations, liquidity or capital resources.

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Results of Operations

The following table summarizes our results of operations for the periods indicated:



Comparison of the Nine Months and Three Months ended September 30, 2022 and 2021

                                       Three Months Ended September 30,                     Nine Months Ended September 30,
                                    2022             2021             Change             2022             2021             Change
Product revenues               $       58,385    $     261,299    $    (202,914)    $      136,037    $     261,299    $    (125,262)
Cost of sales                          30,834          147,733         (116,899)            70,724          147,733          (77,009)
Gross profit                           27,551          113,566          (86,015)            65,313          113,566          (48,253)
Operating expenses:
Selling, general and
administrative                      4,440,645          685,079

3,755,566 10,687,936 2,678,689 8,009,247 Research and development

              633,262          956,499

(323,237) 1,743,806 3,617,101 (1,873,295) Total operating expenses

            5,073,907        1,641,578

3,432,329 12,431,742 6,295,790 6,135,952 Income/ (Loss) from operations

                        (5,046,356)      (1,528,012)

(3,518,344) (12,366,429) (6,182,224) (6,184,205) Change in fair value of warrant liability

                (11,489,000)                -      (11,489,000)      (10,839,000)                -      (10,839,000)
Loss before income tax
benefit                             6,442,644      (1,528,012)         7,970,656       (1,527,429)      (6,182,224)         4,654,795
Income tax benefit                  (206,849)                -         (206,849)         (426,681)                -         (426,681)
Net income (loss)              $    6,649,493    $ (1,528,012)    $    8,177,505    $  (1,100,748)    $ (6,182,224)    $    5,081,476


Revenues and Cost of Sales


The Company began the production and sale of its first commercial product,
P?rgo, in July 2021, and therefore, did not have any revenue in the prior year
period. Revenues for the three and nine months ended September 30, 2022 were
$58,385 and $136,037, respectively, as compared to $261,299 for the prior year
three and nine months ended September 30, 2021. Sales decreased by $202,914 for
the quarter ended September 30, 2022 as compared to the prior year period due to
a large sale to a healthcare system in the prior year period with no such sale
in the current period. Cost of sales decreased in line with the decrease in
revenues as compared to the prior year period.

Operating Expenses

Selling, General and Administrative Expenses


Selling, general and administrative expenses ("SG&A") consist primarily of costs
related to our employees, independent contractors and consultants. Other
significant general and administrative expenses include accounting and legal
services and expenses associated with obtaining and maintaining patents as well
as marketing and advertising services and expenses associated with establishing
our brand and developing our website, marketing materials and call center.

For the three months ended September 30, 2022 and 2021, we incurred $4,440,645
and $685,079, respectively, of SG&A expenses. The increase of $3,755,566 is
primarily due to an increase in legal fees (approximately $1,689,000), public
company costs (an increase of approximately $471,000), insurance expense (an
increase of approximately $290,000) and stock-based compensation (an increase of
approximately $794,000).

For the nine months ended September 30, 2022 and 2021, we incurred $10,687,936
and $2,678,689, respectively, of SG&A expenses. We attribute the increase of
$8,009,247 primarily to the offering costs associated with the Private Placement
(approximately $1,300,000) and an increase in costs required to be a public
company as well as a greater level of business activities being conducted in the
nine months ended September 30, 2022 as compared to the same period in 2021.
Public company costs include: audit and legal fees; costs required to establish
investor relations, financial reporting and public relations functions;
increased insurance costs; public company filing and registration fees; and
related costs. These public company costs drove an increase in SG&A of
approximately $3,954,000 for the nine months ended September 30, 2022 as
compared to the prior year period, including the increase in stock-based
compensation expense of approximately $1,250,000 and increased personnel costs
of approximately $512,000.

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Research and Development Expenses



Since our inception, we have focused our resources on our research and
development activities. We expense research and development costs as they are
incurred. Our research and development expenses primarily consist of outsourced
engineering, product development and manufacturing design costs. For the three
months ended September 30, 2022 and 2021, we incurred $633,262 and $956,499
respectively, in research and development costs. For the nine months ended
September 30, 2022 and 2021, we incurred $1,743,806 and $3,617,101,
respectively, in research and development costs. Research and development
expenses decreased by $323,237 and $1,873,295 for the three and nine months
ended September 30, 2022, respectively, as compared to the prior year period.
Research and development activities were higher in the third quarter of 2021 as
compared to the current quarter of 2022 due to product development, engineering,
testing and regulatory costs incurred to prepare our P?rgo device for launch in
July 2021. Research and development expenses decreased for the three and nine
months ended September 30, 2022 due to streamlining of our manufacturing
processes and reduction in expenses after testing and preparing for the FDA
submission in the previous quarter.

Change in Fair Value of Warrant Liability



The change in fair value of the warrant liability was a non-cash gain of
$11,489,000 and $10,839,000 resulting from a decrease in the fair value of the
warrant liability, which was reported in our unaudited condensed statement of
operations for the three and nine months ended September 30, 2022, respectively.

Net Income (Loss)


Our net income was $6,649,493 for the three months ended September 30, 2022 and
our net loss was $1,528,012 for the three months ended September 30, 2021. Our
net losses were $1,100,748 and $6,182,224 for the nine months ended September
30, 2022 and 2021, respectively. We incurred net income in the third quarter of
2022 as compared to the third quarter 2021 as a result of the decrease in the
fair value of the warrant liability.

Liquidity and Capital Resources

Sources of Liquidity



As of September 30, 2022, we had cash of $25,818,620 compared to cash of
$19,629,649 as of December 31, 2021. On November 29, 2021, we completed our
initial public offering (the "IPO") of 2,514,000 shares of our common stock,
which included the partial exercise of the underwriters' overallotment option,
at a public offering price of $10.00 per share for aggregate gross proceeds of
$25,140,000 and net proceeds of approximately $21,640,000, after deducting
underwriting fees and closing costs of approximately $3,500,000.

The Company issued a purchase option to the underwriters (the "Underwriter
Option") exercisable within five years of our IPO for 5.0% of the shares of
common stock issued, or 125,700 shares of common stock, at an exercise price of
$12.50 per share. On June 21, 2022, 31,192 shares of common stock were issued
pursuant to the Underwriter Option.

Prior to its IPO, AeroClean Technologies, LLC, our predecessor, funded its
operations principally with approximately $15,000,000 in gross proceeds from the
sale of Class A units. As of September 30, 2022, we had an accumulated deficit
of $2,848,608. The Company's net cash used in operating activities was
$7,232,949 for the nine months ended September 30, 2022 as compared to
$5,524,098 used in operating activities for the prior year period.

On June 29, 2022, we completed a private placement with a single institutional
investor (the "Purchaser") pursuant to which we received gross cash proceeds of
$15,000,000 in connection with the issuance of (i) 1,500,000 shares of our
common stock and (ii) a common stock purchase warrant (the "Warrant") to
purchase up to 1,500,00 shares of our common stock (the "Private Placement").
The Warrant has an exercise price of $11.00 and is exercisable until July 21,
2027. Net proceeds amounted to $13,578,551 after issuance costs of $1,421,449,
of which $1,326,212 was charged to expense, and $95,237 was charged to
additional paid-in capital.

The Purchaser has contractually agreed to restrict its ability to exercise the
Warrant if the number of shares of common stock held by the Purchaser and its
affiliates after such exercise would exceed 4.99% of the then issued and
outstanding shares of common stock. The Purchaser may increase or decrease this
limitation upon notice to the Company, but in no event will any such limitation
exceed 9.99%.

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Pursuant to a registration rights agreement between us and the Purchaser, we
filed a registration statement on Form S-1, which became effective on July 21,
2022, registering the offering and resale, from time to time, by the Purchaser
of up to 3,000,000 shares of our common stock which includes 1,500,000 shares of
our common stock issued in the Private Placement and 1,500,00 shares issuable
upon the exercise of the Warrant acquired in the Private Placement.

We have incurred operating losses since our inception. While the Company began
producing and selling its P?rgo device in July 2021, these losses are expected
to continue through at least the end of 2022 as we continue to make investments
to develop and market our products and to establish our consumables and service
business.

Future Funding Requirements and Outlook



We have incurred operating losses each year since our inception. These losses
are expected to continue through at least the end of 2022 because we plan to
continue to make investments to develop and market our products and to establish
our consumables and service business. We also expect to continue to incur
increased costs to comply with corporate governance, internal controls and
similar requirements applicable to public companies.

On February 1, 2021, we entered into a lease with Garden Bio Science Partners,
LLC, an entity controlled by the chair of our board of directors, with a term of
ten years at an annual base rent of $260,000, subject to escalation of 2.5% on
an annual basis. As of September 30, 2022, the future minimum lease payments
under this arrangement approximated $2,475,000.

Based on our current financial resources, our expected revenues and our expected
level of operating expenditures, we believe that we will be able to fund our
projected operating requirements for at least the next 12 months from the date
of issuance of this Quarterly Report.

Over the long-term, the Company will continue to have capital requirements, and
expects to devote resources to grow its operations. Moreover, if the Company
pursues an acquisition strategy, it may need to raise incremental capital in
order to finance the purchase price to be paid to target stockholders. As a
result of these funding requirements, we will likely need to obtain additional
financing by engaging in debt and/or equity offerings or seeking additional
borrowings. To the extent that we raise additional capital through the sale of
convertible debt or equity securities, or pay for acquisitions in whole or in
part with the issuance of equity securities (either as merger consideration or
to finance the cash portion of merger consideration), the ownership interests of
our common stockholders will be diluted, and the terms of these securities may
include liquidation or other preferences that adversely affect the rights of our
common stockholders. Debt financing, if available, may involve agreements that
include covenants limiting or restricting our ability to take specific actions,
such as incurring additional debt, making capital expenditures or declaring
dividends. The availability of debt financing or equity capital will depend upon
the Company's financial condition and results of operations as well as
prevailing market conditions.

Inflation



Inflation has adversely affected our business, and we expect this to continue
through the end of 2022. We have been and expect to continue to be negatively
impacted by increased component and logistics costs. In addition, our cost of
labor and materials may increase, which would negatively impact our business and
financial results. Alternatively, deflation may cause a deterioration of global
and regional economic conditions, which could impact unemployment rates and
consumer discretionary spending. These, and other factors that may increase the
risk of significant deflation, could negatively impact our business and results
of operations.

Critical Accounting Policies and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our condensed financial statements, which we have
prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). The preparation of the financial
statements in accordance with U.S. GAAP requires us to make estimates and
assumptions that affect the reported amounts and related disclosures. We
evaluate these estimates, judgments and methodologies on an ongoing basis. We
base our estimates on historical experience and on various other assumptions
that we believe are reasonable. Our actual results could differ from those
estimates.

Our significant accounting policies are more fully described in Note 2, Summary
of Significant Accounting Policies to our audited financial statements included
in our Annual Report. We believe that the accounting policies are critical for
fully understanding and evaluating our financial condition and results of
operations.

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JOBS Act

On April 5, 2012, the JOBS Act was enacted. Under the JOBS Act, emerging growth
companies can delay adopting new or revised accounting standards issued
subsequent to the enactment of the JOBS Act until such time as those standards
apply to private companies. We have irrevocably elected to avail ourselves of
this exemption from new or revised accounting standards and, therefore, will not
be subject to the same new or revised accounting standards as public companies
that are not emerging growth companies. As a result of this election, our
financial statements may not be comparable to companies that are not emerging
growth companies.

We are in the process of evaluating the benefits of relying on other exemptions
and reduced reporting requirements provided by the JOBS Act. Subject to certain
conditions set forth in the JOBS Act, as an "emerging growth company," we intend
to rely on certain of these exemptions, including without limitation, (i) an
exemption from the requirement to provide an auditor's attestation report on our
system of internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act and (ii) an exemption from any requirement that may be
adopted by the Public Company Oversight Board ("PCAOB") regarding mandatory
audit firm rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements, known as the auditor
discussion and analysis. We will remain an "emerging growth company" until the
earliest of: (i) the last day of the fiscal year in which we have total annual
gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year
following the fifth anniversary of the date of the completion of the IPO; (iii)
the date on which we have issued more than $1 billion in non-convertible debt
during the previous three years; or (iv) the date on which we are deemed to be a
large accelerated filer under the rules of the SEC.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



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 Quarterly Report includes 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 Quarterly Report, the words "believe," "expect," "plan," "project,"
"intend," "anticipate," "estimate," "predict," "potential," "continue," "may,"
"might," "likely," "should," "could," "will," "target" 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.

These forward-looking statements are subject to a number of risks,
uncertainties, assumptions and other factors that could cause our actual
results, performance and prospects to differ materially from those expressed in,
or implied by, these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in our filings with
the SEC, in particular those discussed under the heading "Risk Factors" in our
Registration Statement on Form S-1, filed with the SEC on July 11, 2022, as
amended on July 20, 2022, and in our Annual Report and our quarterly reports on
Form 10-Q for the fiscal quarters ended March 31, 2022 and June 30, 2022, filed
with the SEC on May 12, 2022 and August 15, 2022, respectively, including the
following factors:

?general economic conditions in the markets in which AeroClean and Molekule 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 AeroClean and Molekule's ability to successfully sell their products and the market reception to and performance of our products;

?compliance with, and changes to, applicable laws and regulations;

?the limited operating history of AeroClean and Molekule;



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?the ability of AeroClean and Molekule to manage growth;

?the ability of AeroClean and Molekule to obtain additional financing when and if needed;

?the ability to expand AeroClean and Molekule's product offerings;

?the ability of AeroClean and Molekule to compete with others in the industry;

?the ability of AeroClean and Molekule to protect their intellectual property;

?the ability of certain existing stockholders to determine the outcome of matters which require stockholder approval;

?our ability to retain the listing of our common stock on Nasdaq;

?the ability of AeroClean and Molekule 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 may not be completed;

?the ability to successfully integrate the businesses of AeroClean and Molekule;

?the ability of the parties to achieve the expected benefits from the proposed transaction within the expected time frames or at all;

?the incurrence of significant transaction and other related fees and costs;

?the incurrence of unexpected costs, liabilities or delays relating to the Merger;

?the risk that the public assigns a lower value to Molekule's business than the value used in negotiating the terms of the transaction;

?the risk that the Merger may not be accretive to AeroClean's current stockholders;

?the risk that the Merger may prevent AeroClean from acting on future opportunities to enhance stockholder value;

?the dilutive impact of the stock consideration which will be issued in the Merger;

?the risk that any goodwill or identifiable intangible assets recorded due to the transaction could become impaired;

?potential disruptions to the business of the companies while the Merger is pending;

?the risk that a closing condition to the proposed Merger may not be satisfied;

?the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger; and



?other economic, business, competitive, and regulatory factors affecting the
businesses of AeroClean and Molekule generally, including those set forth herein
under "Risk Factors" as well as those set forth in AeroClean'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 our Annual Report,
quarterly reports on Form 10-Q, current reports on Form 8-K, and other SEC

filings.

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In light of these risks, uncertainties and assumptions, you are cautioned not to
put undue reliance on any forward-looking statements in this Quarterly Report.
These statements should be considered only after carefully reading this entire
Quarterly Report. 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 Quarterly Report not to occur.

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