Molekule Group Inc (fka MKULQ)

[ed3/6me]

Explanatory Note: This Amendment No. 1 (“Amendment No. 1”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2023 (the “Original Schedule 13D”) is being filed on behalf of Foundry Group Next, L.P. (“Foundry”), FG Next GP, L.L.C. (“Foundry GP”), Brad Feld (“Feld”), Seth Levine (“Levine”), Ryan McIntyre (“McIntyre”), Lindel Eakman (“Eakman”) and Chris Moody (“Moody” and with Feld, Levine, McIntyre and Eakman, the “Managing Members”) (collectively, the “Reporting Persons”) in respect of the Common Stock, par value $0.01 per share (“Common Stock”) of Molekule Group, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 1 is being filed for the purpose of reporting the disposition of the securities of the Issuer by the Reporting Persons in connection with Issuer’s Chapter 11 reorganization. The Original Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.



Item 4. Purpose of Transaction


Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4:



On October 3, 2023, the Issuer and Molekule Group, a Delaware corporation which is a holding company (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Florida West Palm Beach Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. On February 5, 2024, the Bankruptcy Court entered an order confirming (the “Confirmation Order”) the Debtors’ Debtors’ Modified Amended Joint Plan of Reorganization (the “Plan”), dated as of December 22, 2023, and on February 20, 2024, the Plan became effective. Pursuant to the Plan, all outstanding stock of the Issuer was cancelled for no consideration and the business of the Issuer was continued in a newly formed reorganized corporation (“New Molekule”). Foundry, as a provider of debtor-in-possession financing to the Issuer, received a portion of the equity of New Molekule.