Current Report Filing (8-k)
15 November 2022 - 9:42AM
Edgar (US Regulatory)
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0001872356
2022-11-10
2022-11-10
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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):
November 14, 2022 (November 10, 2022)
AeroClean
Technologies, 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
N/A |
(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 (see General Instruction A.2.
below):
x |
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)) |
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Ticker symbol(s) |
|
Name of each exchange on which registered |
Common Stock |
|
AERC |
|
The Nasdaq Stock Market LLC |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2022, the board of directors (the “Board”)
of AeroClean Technologies, Inc. (“AeroClean” or the “Company”) expanded the size of the Board from six to seven
members, with Stephen M. Ward, Jr. accepting the appointment to serve as a new member of the Board.
Stephen M. Ward, Jr. is
the retired President, Chief Executive Officer and a member of the board of directors of Lenovo Corporation (OTCMKTS: LNVGY), the
international company formed by the acquisition of IBM Corporation’s (NYSE: IBM) personal
computer business by Lenovo of China. Mr. Ward had spent 26 years at IBM Corporation
holding various management positions, including Chief Information Officer and Senior Vice President and General Manager, Personal Systems
Group. Mr. Ward has been a director of Carpenter Technology Corporation (NYSE: CRS) since
2001, where he is the Chair of the Corporate Governance Committee and a member of the Compensation and Science and Technology Committees.
Mr. Ward is a founding team member and board member of C3.AI (NYSE: AI), an Artificial Intelligence SaaS company
that develops software for business transformation, analytics and control. Mr. Ward is the Chairman of the Compensation Committee
and a member of the Nominating and Corporate Governance Committee of C3.AI. Mr. Ward served
as a member of the board of directors of KLX Energy Services Holdings (Nasdaq: KLXE) from September 2018 to May 2021. He also served on
the Board of Directors of KLX Inc. from December 2014 until its sale to The Boeing Company (NYSE: BA) in October 2018. Mr. Ward was
previously a board member and co-founder of E2open (NYSE: ETWO), a maker of enterprise software, and a board member of E-Ink, a
maker of high-tech screens for e-readers and computers, a director at Vonage Holdings Corp. (Nasdaq: VG) from June 2021 to July
2022 until its sale to Telefonaktiebolaget LM Ericsson (Nasdaq: ERIC), an internet communications company, and a member of the board of
QDVision, the developer and a manufacturer of quantum dot technology for the computer, TV and display industries until its sale to Samsung
in 2016. Mr. Ward attended the California Polytechnic State University-San Luis Obisqo, where he received a bachelor’s degree
in Mechanical Engineering. The Board believes that Mr. Ward’s broad executive experience
and focus on innovation enables him to share with the Board valuable perspectives on a variety of issues relating to management, strategic
planning, tactical capital investments and growth.
The
Company is not aware of any transaction involving Mr. Ward requiring disclosure under Item 404(a) of Regulation S-K. There
are no family relationships between Mr. Ward and any director, executive officer, or any person nominated or chosen by the
Company to become its director or executive officer. Except as disclosed in this
Current Report on Form 8-K, there are currently no arrangements or understandings between Mr. Ward and any other person pursuant to
which Mr. Ward was elected to serve as a member of the Board. In connection with his appointment to the Board, Mr. Ward
will be eligible to participate in the Company’s standard compensation program for non-employee directors (the
“Non-Employee Directors Stock and Deferred Compensation Plan”), as described in the Company’s offering circular
filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 253(g)(1) promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), on November 24, 2021.
Mr. Ward is entitled to receive a one-time initial grant of 92,000
restricted stock units (“RSUs”). The RSUs will vest in three annual installments beginning on November 10, 2023, subject to
Mr. Ward’s continued service to the Company. In addition, Mr. Ward will be eligible to receive annual equity awards payable
in the Company’s common stock, par value $0.01 per share.
Mr. Ward will also enter into an indemnification agreement with
the Company, in substantially the same form as the Company has entered into with each of the Company’s existing directors and as
previously filed with the SEC.
As previously disclosed, on October 3, 2022, the Company entered
into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Air King Merger Sub Inc.
(“Merger Sub”) and Molekule, Inc., a Delaware corporation (“Molekule”), pursuant to which Merger Sub will
merge with and into Molekule, with Molekule continuing as the surviving entity and a wholly owned subsidiary of the Company (the
“Merger”). Pursuant to a revised form of Stockholders Agreement to be entered into at the closing of the Merger, the
Company, certain stockholders of the Company and certain stockholders of Molekule have agreed to nominate Mr. Ward to be a director
until immediately after the Company’s 2024 annual meeting of stockholders. The revised form of Stockholders Agreement is filed
as Exhibit 10.1 to this Current Report on Form 8-K.
Important Additional
Information
This Current Report on
Form 8-K relates to a proposed business combination between AeroClean and Molekule (the “Business Combination”).
In connection with the proposed Business Combination, AeroClean intends to file a registration statement on Form S-4 (the
“Registration Statement”) that will include an information statement relating to the proposed Business Combination (the
“Information Statement”) that will be sent to AeroClean’s stockholders. The Registration Statement and
Information Statement will contain important information about AeroClean, Molekule, the Business Combination and related matters
(collectively, the “Transactions”). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND
INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The Information Statement will be sent to AeroClean’s stockholders prior to the consummation of the
Transactions. AeroClean stockholders will be able to obtain the Registration Statement and Information Statement 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 Current Report on
Form 8-K 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, and otherwise in accordance with applicable law.
Forward-Looking 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. 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 Transactions 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 Transactions 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 Transactions; |
| · | the risk that the public assigns a lower value
to Molekule’s business than the value used in negotiating the terms of the Transactions; |
| · | the risk that the Transactions may not be accretive
to AeroClean’s current stockholders; |
| · | the risk that the Transactions 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 Transactions; |
| · | the risk that any goodwill or identifiable intangible
assets recorded due to the Transactions could become impaired; |
| · | potential disruptions to the business of the
companies while the Transactions are pending; |
| · | the risk that a closing condition to the Transactions
may not be satisfied; |
| · | the occurrence of any event, change or other
circumstances that could give rise to the termination of the Transactions; 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 AeroClean’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.
Item
9.01. | Financial
Statements and Exhibits. |
(d) Exhibits:
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.
Dated: November 14, 2022 |
AEROCLEAN TECHNOLOGIES, INC. |
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By: |
/s/ Jason DiBona |
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Name: Jason DiBona |
|
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Title: Chief Executive Officer |
[Signature page –
8-K]
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