UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 2319, 2023 (~~August~~September 2318, 2023)

Molekule Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41096		45-3213164
(State or other jurisdiction  of incorporation)		(Commission  File Number)		(IRS Employer Identification No.)

10455 Riverside Dr. Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 652-5326

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading  Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		MKUL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 82.~~01.~~05 ~~Other~~Costs ~~Events~~Associated with Exit or Disposal Activities.

~~Molekule~~On ~~Group~~September 18, 2023, Molekule Group Inc. (the “Company” or) commenced a plan to reduce the Company’s headcount by approximately 15% (the “~~Molekule~~Workforce Reduction”). The Workforce Reduction is ~~filing~~part ~~this~~of ~~Current~~the ~~Report~~Company’s oncost-reduction ~~Form 8~~efforts intended to reduce operating expenses. The Company expects that it will incur non-Krecurring costs of approximately $150,000 to ~~update~~$200,000 ~~certain~~as ~~items~~a ~~previously~~result ~~reported~~of this action, principally in ~~its~~severance ~~Quarterly~~expenses. The Company expects that the majority of these costs will be incurred in the third quarter of 2023 and the Workforce ~~Report~~Reduction, onincluding ~~Form 10-Q~~related ~~for~~cash payments, will be substantially complete by the ~~period~~end ~~ended~~of ~~June 30~~the fiscal year ending December 31, 2023.

~~Balance~~The estimates of the charges ~~Sheet~~and expenditures that the Company expects to incur in connection with the Workforce Reduction, and ~~Liquidity~~the timing thereof, are subject to several assumptions and the actual amounts incurred may differ from these estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Workforce Reduction.

~~As previously~~Item ~~reported,~~5.02 ~~for~~Departure ~~the six months ended June 30, 2023, the Company incurred a net loss~~ of ~~$34.9~~Directors ~~million~~or ~~and~~Certain ~~its~~Officers; ~~net~~Election ~~cash used in operating activities was $28.0 million. In addition, at June 30, 2023, the Company’s accumulated deficit was $42.8 million and we had approximately $5.3 million~~ of ~~cash.~~Directors; ~~Notwithstanding~~Appointment ~~the development~~ of ~~Molekule~~Certain ~~360~~Officers; ~~hub~~Compensatory ~~(our~~Arrangements ~~indoor air quality management solution), integration~~ of ~~software~~Certain and device technologies and satisfactory performance in our direct to consumer and retail revenues, revenues from our B2B channel have performed below the Company’s expectations and, as a result, the Company is reducing its cost baseOfficers. Backlog and orders for our new indoor air quality solutions from enterprise and commercial customers have fallen below expectations, resulting in efforts to defer or reduce costs while the Company continues to build a market and demand for its indoor air quality B2B business.

~~Based~~On onSeptember ~~the~~19, ~~current~~2023, ~~liquidity~~Ritankar ~~position~~Ronti ofPal, the ~~Company~~Chief ~~and~~Operating ~~delays~~Officer inof ~~its~~the ~~IoT~~Company, ~~cloud~~resigned ~~deployment~~from ~~independence~~all ~~and~~positions ~~orders~~at ~~from~~ the ~~B2B business~~Company, ~~our~~effective ~~board~~as of ~~directors~~September ~~and management have been exploring~~19, ~~and are continuing to explore~~2023, ~~various capital raising opportunities, including but not limited to a rights~~ ~~offering~~due ~~or private placement of securities. Some or all of the net proceeds from any capital raise would be used~~ to ~~invest~~personal ~~in cost reduction programs associated with our products and services, conducting research and development and funding operations~~reasons.

~~The~~Item ~~Company is currently in discussions with its principal lender, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), to restructure its indebtedness~~8.01 AsOther of June 30, 2023, we had $4.3 million outstanding under a senior term loan with SVB, accruing interest at 9.25%, and maturing in March 2028, and $30 million outstanding under a mezzanine loan with SVB, accruing interest at 14.25%, and maturing in March 2028. In addition, the Company’s subsidiary has a legacy building lease in a building which the Company no longer occupies, that since May 2023, payments for rent thereunder have been obtained by the landlord from the subsidiary’s previously posted cash letter of credit. That letter of credit will be depleted by approximately mid-September 2023. The Company, its subsidiary, and the landlord are in ongoing discussions concerning the termination of that legacy lease.Events

The Company ~~has~~filed ~~accrued~~a ~~liabilities~~registration statement ~~for~~on ~~the~~Form ~~reasons~~S-1 ~~discussed~~(File ~~above~~No. ~~and~~333-274332) ~~will~~with ~~need~~the toU.S. ~~obtain~~Securities ~~funds~~and inExchange ~~the~~Commission ~~third~~on ~~quarter~~September of1, 2023 inwith ~~order~~respect to ~~fund~~a ~~operations~~potential ~~through~~rights offering (the ~~third~~“Registration ~~quarter of 2023~~Statement”). ~~Such~~The ~~funds~~rights ~~would~~offering ~~also~~as ~~afford~~described in the ~~Company~~Registration ~~time~~Statement towas ~~explore and take advantage of growth opportunities~~subject ~~and~~to, ~~identify~~among ~~potential~~other ~~strategic~~conditions, ~~partnerships.~~the ~~There~~Company ~~can~~(i) bereaching noan ~~assurance~~agreement ~~that~~with ~~the~~Silicon ~~Company~~Valley ~~will~~Bank ~~obtain~~(“SVB”) ~~funds,~~to ~~that~~restructure the Company’s ~~subsidiary~~indebtedness ~~will~~and ~~reach~~(ii) arenegotiating ~~mutually~~or ~~acceptable~~otherwise ~~termination~~reaching ~~agreement~~a settlement with ~~its~~respect ~~landlord~~to ona ~~the~~ legacy building lease, ~~that~~each ~~the Company will reach an agreement with SVB,~~ on ~~acceptable~~ terms ~~and~~acceptable to ~~conditions, or that any cost-cutting measures of~~ the Company. ~~will~~The beCompany ~~sufficient~~previously ~~to continue~~disclosed ~~operations.~~that Ifif ~~the~~it ~~Company~~could ~~cannot~~not achieve ~~any of~~ the ~~foregoing,~~preceding ~~the~~conditions ~~Company~~then ~~will~~it would not be able to continue as a going concern ~~and will~~without ~~need to explore~~ restructuring and reorganization initiatives.

~~Merger~~The ~~Agreement~~Company recently concluded its discussions and negotiations with ~~Aura~~the legacy lease landlord and failed to reach a settlement and agreement acceptable to it and SVB. As a result of such failure, the legacy landlord has communicated that it will be filing a civil complaint against the Company’s subsidiary for breach of the subject lease for damages and will seek to attach the cash operating accounts of the Company. The filing of the landlord’s complaint will constitute a default under the Company’s credit agreement with SVB, which would allow SVB to foreclose on the Company’s assets which constitute collateral securing the credit agreement. Such actions by either the legacy landlord or SVB would prevent the Company from continuing as a going concern.

OnIn ~~February 26,~~light ~~2023~~of the foregoing, the weboard ~~entered~~of ~~into~~directors of the Company has authorized the Company’s management to commence preparation of a ~~merger agreement~~voluntary ~~with~~petition ~~Aura~~under Chapter ~~Smart~~11 ~~Air~~of ~~Ltd~~the U.S. Bankruptcy Code (the “~~Aura~~Bankruptcy Filing”),. aThe ~~company~~Company ~~organized~~has ~~under~~engaged bankruptcy counsel and is currently preparing the ~~laws~~Bankruptcy ofFiling. During such preparations the ~~State~~Company will continue to have discussions with SVB in hopes of ~~Israel~~reaching an (agreement with it prior to making the ~~“Merger Agreement”)~~Bankruptcy Filing.

AsIn ~~previously disclosed~~addition, ~~on August 14,~~the ~~2023,~~Company wehas determined ~~informed~~not ~~Aura~~to ~~that~~proceed wewith ~~were terminating~~ the ~~Merger~~rights ~~Agreement,~~offering described in ~~accordance with Section 8.02 and Section 8.01(c)(i) of~~ the ~~Merger~~Registration ~~Agreement.~~Statement, Wewhich ~~believe that Aura~~ has ~~committed~~not ayet ~~material~~been ~~and~~declared ~~incurable breach of Section 6~~effective.02 Accordingly, of the ~~Merger~~Company ~~Agreement such~~has ~~that~~taken westeps ~~are entitled~~ to ~~terminate~~withdraw the ~~Merger~~Registration ~~Agreement~~Statement ~~pursuant~~as ~~to Section 8.01(c)(i)(B)~~ of ~~the~~September ~~Merger Agreement. On August 14~~19, ~~2023,~~ ~~Aura notified us that it disputed the termination of the Merger Agreement and believes that we have breached Section 6~~2023.~~09 of the Merger Agreement. We are highly confident that we are not in breach of the Merger Agreement.~~

Notwithstanding Molekule’s termination of the Merger Agreement for, among other things, Aura’s failure to operate its business in the ordinary course, we had intended to continue discussions with Aura regarding future sales, marketing and technology collaboration and had intended to continue discussions regarding the parties’ current arrangements in connection with, and certain disagreements under, the surviving standForward-~~alone~~Looking Technology Collaboration Agreement and Co-Distribution Agreement entered into contemporaneously with the Merger Agreement. However, on August 22, 2023, Aura publicly reported that it had received notice from its supplier that provides IoT connectivity services to Aura’s products that such supplier had unilaterally disconnected all Aura products from the supplier’s cloud services, so that the data from the sensors installed in Aura’s products are no longer being transferred to Aura and, as a result, cannot be displayed on Aura’s platform and application used by Aura’s end customers, as part of the product’s characteristics, and Aura has no possibility to control the characteristics of the various remote products. As a result, the Aura devices that Molekule sold and previously offered to sell through the Co-Distribution Agreement will no longer transmit data to or from Aura supplier’s cloud and thus will not have IoT functionality, including control and monitoring. Molekule’s legacy products do not depend on Aura’s supplier’s services and thus will not be impacted by such supplier’s suspension of Aura’s product IoT connectivity capabilities. The Company does not believe this will have a material adverse effect on its business. The Company continues to evaluate the impact of this development on its business.Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding the potential costs and charges related to the Workforce Reduction and the potential filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. These forward-~~Looking~~looking ~~Statements~~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. 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 Molekule believes that the expectations reflected in the forward-looking statements are reasonable based on information currently available, Molekule 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 Current Report on Form 8-K. The parties undertake no obligation to revise or update any of the forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events.

This Current Report on Form 8-K 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. 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 Molekule believes that the expectations reflected in the forward-looking statements are reasonable based on information currently available, Molekule 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 Current Report on Form 8-K. The parties undertake no obligation to revise or update any of the forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events.SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

	MOLEKULE GROUP, INC.

Dated: September 19, 2023	By:	/s/ Ryan Tyler
		Name:	Ryan Tyler
		Title:	Chief Financial Officer

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOLEKULE GROUP, INC.
Dated: August 23, 2023	By:	/s/ Ryan Tyler
		Name:	Ryan Tyler
		Title:	Chief Financial Officer

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