Molekule Group, Inc. (NasdaqCM:MKUL) entered into definitive agreement to acquire Aura Smart Air Ltd (TASE:AUSA) for $8.6 million on February 26, 2023. Under the terms of the Merger, Molekule has agreed to acquire Aura for a total purchase price of approximately 3,519,105 shares of Molekule common stock. Molekule is entitled to a termination fee of $330,000. Aura will retain its technology development offices in Tel Aviv led by Eldar Shnaiderman, as Chief Technology Officer, several members of the Aura executive team will integrate into Molekule?s offices in the U.S., led by Aviad Shnaiderman, as General Manager of Global Commercial Sales. Consummation of the merger is subject to customary closing conditions, including among others the SEC declaring Molekule?s registration statement on Form S-4 effective, the listing of Molekule?s common stock on the Tel Aviv Stock Exchange, receipt of Aura shareholder approval, IIA Approval, receipt of a tax ruling regarding Israeli withholding tax and receipt of all material third party consents. The transaction has been unanimously approved by the Board of Aura. The merger is expected to close early in the second half of 2023. Valerie Ford Jacob and Paul K. Humphreys of Freshfields Bruckhaus Deringer US LLP and Adam Klein and Hod Mimun of Goldfarb Gross Seligman & Co. acted as legal counsel to Molekule. David Schapiro of Arnon, Tadmor-Levy acted as legal counsel to Aura.

Molekule Group, Inc. (NasdaqCM:MKUL) terminated the agreement to acquire Aura Smart Air Ltd (TASE:AUSA) on August 14, 2023.