AeroClean Technologies, Inc. announced a private placement of 1,500,000 common shares at the price of $10 per share for gross proceeds of $15 million on June 26, 2022. The transaction will include participation from Armistice Capital Master Fund Ltd., a fund managed by Armistice Capital LLC. The company will also issue warrants to purchase up to an aggregate of 1,500,000 shares having an exercise price of $11 per share.

The warrant will be exercisable with respect to 1,261,650 shares beginning on the earlier of the effective date of a resale registration statement covering the shares underlying the warrant and September 27, 2022. The remainder of the warrant may be exercised upon receiving the requisite Stockholder Approval for the issuance of the securities. The warrant must be exercised on or prior to 5:00 p.m. on the fifth-year anniversary of the Initial Exercise Date (which will be no later than September 27, 2027).

The securities in the private placement are offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the ôActö) and Regulation D promulgated thereunder, and have not been registered under the Act or applicable state securities laws.