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2
filename2.txt
United States securities and exchange commission logo
August 24, 2021
Jason DiBona
Chief Executive Officer
AeroClean Technologies, LLC
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Re: AeroClean
Technologies, LLC
Draft Offering
Statement on Form 1-A
Submitted on August
9, 2021
CIK No. 0001872356
Dear Mr. DiBona:
We have reviewed your draft offering statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft offering statement or publicly filing your offering
statement on
EDGAR. Please refer to Rule 252(d) regarding the public filing
requirements for non-public
submissions, amendments and correspondence. If you do not believe our
comments apply to
your facts and circumstances or do not believe an amendment is
appropriate, please tell us why
in your response. After reviewing your amended draft offering statement
or filed offering
statement and the information you provide in response to these comments,
we may have
additional comments.
Comments & Notes to Comments
Cover Page
1. Please clarify whether
the approval of Nasdaq for listing of the common stock is a
condition of this
offering.
Market and Industry Data, page iii
2. You state that you have
not independently verified market and industry forecasts from
third-party sources.
Please note that you are responsible for the entire content of the
offering statement.
Please revise your disclosure to remove any implication that you are
Jason DiBona
AeroClean Technologies, LLC
August 24, 2021
Page 2
not responsible for assessing the reasonableness and soundness of the
market and industry
data included in your disclosures.
Prospectus Summary, page 1
3. Please disclose in the prospectus summary that you have not yet generated
any revenue,
you incurred net losses of $3.3 million and $0.2 million during the years
ended December
31, 2020 and 2019, respectively, and have accumulated deficit of $8.2
million as of
December 31, 2020 which raises substantial doubt about your ability to
continue as a
going concern.
Description of Capital Stock, page 66
4. Please disclose the total number of Class A units that are currently
outstanding and the
conversion terms. Clarify the conditions under which the outstanding
Class A units will
automatically convert into shares of common stock prior to the closing of
this offering.
Please contact Austin Pattan, Staff Attorney, at (202) 215-1319 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
FirstName LastNameJason DiBona
Division of
Corporation Finance
Comapany NameAeroClean Technologies, LLC
Office of Technology
August 24, 2021 Page 2
cc: Valerie Ford Jacob
FirstName LastName
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