Molekule Group, Inc. announced that it has entered into a securities purchase agreement with a single institutional investor for gross proceeds of $9,971,500 on May 3, 2023. The company will issue 3,400,000 common shares, series A warrant to purchase up to 3,125,000 shares of common stock, series B warrant to purchase up to 6,250,000 shares of common stock, and pre-funded warrant to purchase up to 2,850,000 shares of common stock. 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 private placement is expected to close on or about May 5, 2023, subject to the satisfaction of customary closing conditions. 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 in the private placement are offered under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, and have not been registered under the Act or applicable state securities laws.