Filed by AeroClean Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: AeroClean Technologies, Inc.
Commission File No. 001-41096
Hello Molekulers -
Well, today is a VERY big day in Molekule’s history!
Today we announce that we have signed a definitive agreement to
merge with AeroClean Technologies, Inc. (Nasdaq: AERC), a leading
air hygiene technology company. The planned merger will unite two
leading air purifier brands with a rigorous commitment to
science-based technology. This deal underscores the increasing
importance of access to clean indoor air for consumers and
businesses. As air pollution awareness increases, and more
employees return to offices, there is a big demand for indoor air
quality services to ensure safer work environments, and together,
we believe the combined company will be able to offer even more of
this to the world.
As the world grapples with an escalating climate crisis and
widespread airborne viruses, the challenge of purifying indoor air
is more urgent than ever before. Consumers, government leaders, and
business owners understand the urgency of this clean air crisis,
yet still struggle to find science-backed solutions. We believe the
merger between AeroClean and Molekule signals a new clean air
revolution. AeroClean and Molekule have set a high standard in
purifier testing, development, and performance—together, the
combined brands will seek to complement and supplement each other
to improve operational efficiency and increase educational efforts,
while expanding clean air access.
The combined company will provide consumers and businesses with
access to a broad range of premium, proprietary and patented,
FDA-cleared air purifiers on the market. We believe the proposed
merger will expedite opportunities for commercial synergies in the
B2B space while deepening market penetration and expansion in the
healthcare, government, hospitality and education verticals
specifically. Furthermore, we believe the combined company will
have the balance sheet, liquidity and access to capital to fuel
organic growth and pursue additional, value-creating strategic
acquisitions within the broader indoor air quality and cleantech
space in the future.
So what does this mean for us?
We will be welcoming AeroClean into the Mo family. Their team is
relatively small and compliments our business nicely. Operations
will continue as usual leading up to the closing of the merger, and
there will be a shift to the leadership team in connection with the
closing. Upon closing of the proposed transaction, I will
transition to Chief Commercial Officer (CCO) and Ronti will become
the combined company’s Chief Operating Officer (COO), with
AeroClean’s current CEO, Jason DiBona becoming the CEO of the new
combined company. AeroClean’s CFO, Ryan Turner, will become our new
CFO. I have had the pleasure of getting to know both Jason and Ryan
in the recent months and can’t underscore enough how strongly
positioned I believe they are to lead this business alongside Ronti
and me.
Furthermore, upon completion of the merger, AeroClean will change
its name to Molekule, Inc. and its listing on NASDAQ to a new
Molekule-centric ticker symbol, MKUL. Yes, this does mean we will
become a publicly traded company! AeroClean’s corporate
headquarters will remain in Palm Beach Gardens, Florida and our San
Francisco & Lakeland locations will continue to operate.
We expect the introduction of AeroClean’s and Molekule’s products
into each other’s existing sales and distribution channels in the
coming weeks.
I’m sure you all will have many questions which we will address at
today’s all-hands meeting (hopefully getting to all of them).
All & all, this is a huge win for Molekule and we’re excited
for the next chapter by partnering with AeroClean and becoming a
publicly traded company.
And as for today, please keep pushing on your tasks and thank you
for your passion, dedication, and support.
JH
Important disclaimer: While this announcement is certainly
very exciting, we do anticipate a great deal of interest from the
public markets. Should a reporter, analyst, or someone similar
reach out to you for commentary on this event, please point them to
Stephanie Borman for commentary.
Further, there are strict communication requirements placed
upon us by applicable regulatory agencies as part of the process.
It is necessary to reiterate the importance of abiding by these
restrictions.
No one should make any statements in writing about the merger to
anyone outside of Molekule. This includes any form of
electronic communication, especially email, text, chat and social
media forums.
Written communications about the merger can jeopardize the merger
and create an issue with regulatory agencies.
Important Additional Information
In connection with the proposed transaction, AeroClean intends to
file a registration statement on Form S-4 with the Securities and
Exchange Commission (the “SEC”) that will include an AeroClean
information statement and prospectus (the “information
statement/prospectus”), and will file other documents with the SEC
regarding the proposed transaction. The Form S-4 and information
statement/prospectus will contain important information about
AeroClean, Molekule, the merger and related matters. STOCKHOLDERS
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND
INFORMATION STATEMENT/ PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. A definitive information
statement/prospectus will be sent to AeroClean’s stockholders prior
to the consummation of the proposed transaction. AeroClean
stockholders will be able to obtain the registration statement and
the information statement/prospectus from the SEC’s website or from
AeroClean’s website. These documents may also be obtained free of
charge from AeroClean by requesting them by mail at 10455 Riverside
Drive, Suite 100, Palm Beach Gardens, FL 33410.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication 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. Factors that could cause
actual events to differ include, but are not limited to:
|
· |
the risk that the transaction may
not be completed; |
|
· |
the ability to successfully combine
the businesses of AeroClean and Molekule; |
|
· |
the ability of the parties to
achieve the expected synergies and other benefits from the proposed
transaction within the expected time frames or at all; |
|
· |
the incurrence of significant
transaction and other related fees and costs; |
|
· |
the incurrence of unexpected costs,
liabilities or delays relating to the transaction; |
|
· |
the risk that the public assigns a
lower value to Molekule’s business than the value used in
negotiating the terms of the transaction; |
|
· |
the risk that the transaction may
not be accretive to AeroClean’s current stockholders; |
|
· |
the risk that the transaction may
prevent AeroClean from acting on future opportunities to enhance
stockholder value; |
|
· |
the dilutive impact of the stock
consideration which will be issued in the transaction; |
|
· |
the risk that any goodwill or
identifiable intangible assets recorded due to the transaction
could become impaired; |
|
· |
potential disruptions to the
business of the companies while the transaction is pending; |
|
· |
the risk that a closing condition
to the proposed transaction may not be satisfied; |
|
· |
the occurrence of any event, change
or other circumstances that could give rise to the termination of
the transaction; and |
|
· |
other economic, business,
competitive, and regulatory factors affecting the businesses of
AeroClean and Molekule generally, including those set forth in
AeroClean’s filings with the SEC, including in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of AeorClean’s latest annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and other SEC filings. |
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 AeroClean believes that the
expectations reflected in the forward-looking statements are
reasonable based on information currently available, AeroClean
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 release. 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 release or to reflect new information or the occurrence of
unanticipated events.
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