Form 15-12G - Securities registration termination [Section 12(g)]
March 27 2024 - 4:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number | 001-41096 |
MOLEKULE
GROUP, INC.
(Exact name
of registrant as specified in its charter)
10455
Riverside Drive, Suite 100, Palm Beach Gardens, FL 33410 (833) 652-5326
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common
stock, par value $0.01 per share
(Title of each class of
securities covered by this Form)
none
(Titles of all other classes
of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | x |
| Rule 12g-4(a)(2) | ¨ |
| Rule 12h-3(b)(1)(i) | x |
| Rule 12h-3(b)(1)(ii) | ¨ |
| Rule 15d-6 | ¨ |
| Rule 15d-22(b) | ¨ |
Approximate number of holders of record as of
the certification or notice date: 5*
* As previously disclosed, on October 3, 2023, Molekule Group, Inc.
(the “Company”) and its wholly owned subsidiary, Molekule, Inc. (the “Debtors”), filed a voluntary petition in
the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) for relief under the provisions
of Chapter 11 of Title 11 of the United States Code. By order entered on February 5, 2024, the Bankruptcy Court confirmed the Chapter
11 Plan of Reorganization of the Debtors (the “Plan”). The Plan became effective on February 20, 2024 (the “Effective
Date”). Pursuant to the Plan, all shares of common stock in the Company were deemed cancelled and extinguished upon the Effective
Date, and immediately after on the Effective Date, 63% of the new equity interests in the reorganized Debtor was awarded to the DIP Lenders
consisting of four entities. The remaining 37% of the new equity interests in the reorganized Debtor was awarded to the two holders of
the Secured Mezz Term Loan Claims, with one such holder also being one of the DIP Lender entities. As a result, as of the Effective Date
by order of the Bankruptcy Court, 100% of the reorganized Debtor is owned by 5 new shareholders. Subject to the underwriter restrictions
in section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of any securities pursuant to the Plan, including the
new equity interests of the reorganized Debtor awarded to the above 5 shareholders, are exempt from the registration requirements of
section 5 of the Securities Act of 1933 or any similar federal, state, or local law in reliance on section 1145 of the Bankruptcy Code.
Pursuant to the requirements of the Securities
Exchange Act of 1934 Molekule Group, Inc. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
Date: | March 27,
2024 |
|
By: |
/s/
Ryan M. Patch |
| |
|
|
Ryan
M. Patch, authorized signatory |
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