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]
Exhibit 10.1
FORM OF
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of
[•], 2022 by and among AeroClean Technologies, Inc., a Delaware
corporation (the “Parent”), and the stockholders named in
Schedule I hereto and any additional person that becomes a
party to this Agreement in accordance with the terms hereof
(collectively, the “Stockholders”).
RECITALS
WHEREAS, on October 3, 2022, the Parent, Air King Merger Sub
Inc., a Delaware corporation (“Merger Sub”) and Molekule,
Inc., a Delaware corporation (the “Company”), entered into
an agreement and plan of merger (the “Merger Agreement”),
pursuant to which the Parent and the Company intend to effect a
merger of Merger Sub with and into the Company, with the Company
surviving as a wholly-owned subsidiary of the Parent, in accordance
with the Delaware General Corporation Law (the
“Merger”);
WHEREAS, in order to induce the Parent and the Company to
enter into the Merger Agreement and consummate the Merger, a
condition to closing under the Merger Agreement is the execution of
this Agreement by the Parent and the Stockholders, pursuant to
which the parties hereto wish to establish certain board nomination
and corporate governance rights in respect of the Parent;
WHEREAS, as of the date hereof, the Stockholders are the
record and “beneficial owners” (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (together
with the rules and regulations promulgated thereunder, the
“Exchange Act”)) of the number of shares of the Parent’s
common stock (the “Common Stock”) set forth on Exhibit
A hereto ((the “Owned Shares”); the Owned Shares and any
additional shares of Common Stock (or any securities convertible
into or exercisable or exchangeable for Common Stock) in which such
Stockholder acquires record and/or beneficial ownership after the
date hereof, including by purchase, as a result of a stock
dividend, stock split, recapitalization, combination,
reclassification, exchange or change of such shares, or upon
exercise or conversion of any securities, the “Covered
Shares”); and
WHEREAS, the Owned Shares represent a majority of the
outstanding shares of Common Stock.
NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Right to Nominate Directors.
(a) After the date hereof and until the Termination Date
(as defined in Section 3 herein), the Parent and the Stockholders
shall take all necessary and desirable actions within their control
to cause the nominating and corporate governance committee of the
Board (the “Nominating Committee”) to nominate and recommend
to the Board, including self-nominations, the following individuals
for election to the Board as directors (each, a “Director”): Brad
Feld, Heather Floyd, David Helfet, M.D., Amin J. Khoury, PhD (Hon)
(as Non-Executive Chairman of the Board), Thomas P. McCaffrey,
Timothy Scannell, Michael Senft and Stephen M. Ward, Jr.
(b) The Parent agrees to take all necessary action to
(i) call, or cause the Board to call, a meeting of stockholders of
the Parent as may be necessary to cause the election as directors
of those individuals nominated in accordance with this Agreement
and to (ii) include, in the slate of nominees recommended by the
Board for election at any meeting of stockholders called for the
purpose of electing directors between the date hereof and the
Termination Date (or in any election by written consent), the
persons nominated pursuant to this Section 1 and to nominate and
recommend each such individual to be elected as a director as
provided herein, and to solicit proxies or consents in favor
thereof and to cause the applicable proxies to vote in accordance
with the foregoing. The Parent shall use its commercially
reasonable efforts to support the election of the Directors and, in
any event, shall use not less than the efforts used by the Parent
to obtain the election of any other nominee nominated by it to
serve on the Board. The Parent and the Stockholders shall take all
necessary and desirable actions within their control to enable the
Nominating Committee and/or the Board to nominate the
Directors.
(c) The chairman of the Board shall be a non-executive
chairman, shall preside at all meetings of the Board and shall
exercise such powers and perform such other duties as shall be
determined from time to time by the Board or otherwise enumerated
in an agreement between the Parent and the chairman. The
Non-Executive Chairman shall initially be Amin J. Khoury.
(d) Directors may be removed from office only in
accordance with the provisions contained in the Parent’s bylaws and
certificate of incorporation, as amended from time to time (the
“Organizational Documents”), and Delaware law. In the event
that a vacancy is created on the Board at any time by the death,
disability, retirement, resignation or removal of any of the
above-referenced Director, the Parent and each Stockholder,
severally and not jointly, shall take all necessary action as will
result in the election or appointment of such individual as may be
selected by the Board or the Nominating Committee of the Board to
fill such vacancy.
(e) The Board shall maintain committees in accordance
with the Organizational Documents as well as the applicable
requirements of Nasdaq. The Parent and each of the Stockholders
agrees that, following the consummation of the Merger, the members
of the audit, compensation, and nominating committees of the Board
shall be as set forth on Exhibit B hereto or as otherwise
determined by the Board. Upon the death, disability, retirement,
resignation or removal of any Director, such Director shall also be
removed from the committees on which such Director serves and the
Board may in its discretion appoint alternative Directors or any
newly-appointed director to any committee.
2. No Inconsistent Agreements. Each
Stockholder hereby covenants and agrees that such Stockholder shall
not, at any time prior to the Termination Date, (i) enter into any
voting agreement or voting trust with respect to any of such
Stockholder’s Covered Shares that is inconsistent with such
Stockholder’s obligations pursuant to this Agreement, (ii) grant a
proxy or power of attorney with respect to any of such
Stockholder’s Covered Shares that is inconsistent with such
Stockholder’s obligations pursuant to this Agreement, or (iii)
enter into any agreement or undertaking that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent
it from satisfying, such Stockholder’s obligations pursuant to this
Agreement.
3. Termination. This Agreement shall
terminate on the day immediately following the Parent’s 2024 annual
meeting of stockholders (the “Termination Date”);
provided, that the provisions set forth in Sections 6 and 7
shall survive the termination of this Agreement.
4. Representations and Warranties of each
Stockholder. Each Stockholder hereby represents and
warrants as to itself as follows:
(a) Such Stockholder is the record and beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of, and
has good, valid and marketable title to, the Covered Shares, free
and clear of liens.
(b) Such Stockholder (i) has full voting power, full
power of disposition and full power to issue instructions with
respect to the matters set forth herein, in each case, with respect
to such Stockholder’s Covered Shares, (ii) has not entered into any
voting agreement or voting trust with respect to any of such
Stockholder’s Covered Shares that is inconsistent with such
Stockholder’s obligations pursuant to this Agreement, (iii) has not
granted a proxy or power of attorney with respect to any of such
Stockholder’s Covered Shares that is inconsistent with such
Stockholder’s obligations pursuant to this Agreement and (iv) has
not entered into any agreement or undertaking that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent
such Stockholder from satisfying, its, his or her obligations
pursuant to this Agreement.
(c) This Agreement has been duly authorized (with
respect to any Stockholder that is not an individual), executed and
delivered by such Stockholder and constitutes a valid and binding
agreement of such Stockholder enforceable against such Stockholder
in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors’ rights generally and subject, as
to enforceability, to general principles of equity.
(d) No filings, notices, reports, consents,
registrations, approvals, permits, waivers, expirations of waiting
periods or authorizations are required to be obtained by such
Stockholder from, or to be given by such Stockholder to, or be made
by such Stockholder with, any governmental authority in connection
with the execution, delivery and performance by such Stockholder of
this Agreement, other than any filings, notices and reports
pursuant to, in compliance with or required to be made under the
Exchange Act.
(e) The execution, delivery and performance of this
Agreement by such Stockholder do not constitute or result in (i) a
breach or violation of, or a default under, the governing documents
of such Stockholder (if such Stockholder is not an individual),
(ii) a breach or violation of any applicable law, or (iii) a breach
or violation of, or a default under, any contract binding upon such
Stockholder except, in the case of clause (ii) or (iii) directly
above, for any such breach, violation, or default that would not,
individually or in the aggregate, reasonably be expected to prevent
or materially delay or impair such Stockholder’s ability to perform
its, his or her obligations hereunder.
5. Entire Agreement. This Agreement
constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersedes all
prior understandings, agreements, or representations by or among
the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof. This Agreement may not be
changed, amended, modified or waived (other than to correct a
typographical error) as to any particular provision, except by a
written instrument executed by the parties hereto. The Stockholders
are not and shall not be deemed to be a “group” (within the meaning
of the Exchange Act) or to be “acting in concert” (within the
meaning of Rule 144 under the Securities Act) by virtue of the
execution and delivery of this Agreement or the performance of
their obligations hereunder.
6. Governing Law; Jurisdiction; Waiver of Jury
Trial. This Agreement, and all claims or causes of action
based upon, arising out of, or related to this Agreement, shall be
governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would
require or permit the application of laws of another jurisdiction.
Any action based upon, arising out of or related to this Agreement
or the actions contemplated hereby may be brought in the United
States District Court for the District of Delaware or, if such
court does not have jurisdiction, the Delaware state courts located
in Wilmington, Delaware, and each of the parties irrevocably
submits to the exclusive jurisdiction of each such court in any
such action, waives any objection it may now or hereafter have to
personal jurisdiction, venue or convenience of forum, agrees that
all claims in respect of the action shall be heard and determined
only in any such court, and agrees not to bring any action arising
out of or relating to this Agreement or the actions contemplated
hereby in any other court. Nothing herein contained shall be deemed
to affect the right of any party to serve process in any manner
permitted by applicable law or to commence legal proceedings or
otherwise proceed against any other party in any other
jurisdiction, in each case, to enforce judgments obtained in any
action brought pursuant to this paragraph.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR
RELATED TO THIS SPONSOR AGREEMENT OR THE ACTIONS CONTEMPLATED
HEREBY.
7. Notices. Any notice, designation,
request, request for consent or consent provided for in this
Agreement shall be in writing and shall be either personally
delivered, mailed first class mail (postage prepaid) or sent by
reputable overnight courier service (charges prepaid) or sent via
electronic mail to (i) the Parent at the address set forth below
and (ii) the applicable Stockholder at the address set forth below
such Stockholder’s name in Schedule I hereto and to any
other recipient at the address indicated on Parent’s records, or at
such address or to the attention of such other Person as the
recipient party has specified by prior written notice to the
sending party. Notices will be deemed to have been given hereunder
when sent by electronic mail or delivered personally, five (5) days
after deposit in the U.S. mail and one (1) day after deposit with a
reputable overnight courier service.
The Parent’s address is:
AeroClean Technologies, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Attn: Jason DiBona
E-mail: jdibona@aeroclean.com
with a copy (not constituting notice) to:
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, NY 10022
Attn: Valerie Ford Jacob
E-mail: valerie.jacob@freshfields.com
8. Specific Performance. The Parent and
each of the Stockholders acknowledges that the rights of each party
to this Agreement to consummate the transactions contemplated
hereby are unique and recognize and affirm that in the event any of
the provisions hereof are not performed in accordance with their
specific terms or otherwise are breached, money damages would be
inadequate (and therefore the non-breaching party would have no
adequate remedy at law) and the non-breaching party would be
irreparably damaged. Accordingly, each party hereto agrees that
each other party shall be entitled to specific performance, an
injunction or other equitable relief (without posting of bond or
other security or needing to prove irreparable harm) to prevent
breaches of the provisions hereof and to enforce specifically this
Agreement to the extent expressly contemplated herein or therein
and the terms and provisions hereof in any legal proceeding, in
addition to any other remedy to which such person may be entitled.
Each party hereto agrees that it will not oppose the granting of
specific performance and other equitable relief on the basis that
the other parties hereto have an adequate remedy at law or that an
award of specific performance is not an appropriate remedy for any
reason at law or equity. The parties hereto acknowledge and agree
that any party seeking an injunction to prevent breaches of this
Agreement and to enforce specifically the terms and provisions
hereof in accordance with this Section 8 shall not be required to
provide any bond or other security in connection with any such
injunction.
9. Counterparts. This Agreement may be
executed in any number of original, electronic or facsimile
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. This Agreement
may be executed by facsimile or .pdf signature, or by Docusign or
other customary mode of electronic signature, which shall
constitute an original for all purposes.
10. Severability. This Agreement shall be
deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or
enforceability of this Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be
added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and
be valid and enforceable.
11. Further Assurances. Subject to the
terms and conditions of this Agreement, each party hereto shall do
and perform or cause to be done and performed all such further acts
and things and shall execute and deliver all such other agreements,
certificates, instruments and other documents as any other party
hereto reasonably may request in order to carry out the provisions
of this Agreement and the consummation of the transactions
contemplated hereby.
12. Waiver. No course of dealing between
or among the Parent, any of the parties hereto or any delay in
exercising any rights hereunder will operate as a waiver of any
rights of any party. The failure of any party hereto to enforce any
of the provisions of this Agreement will in no way be construed as
a waiver of such provisions and will not affect the right of such
party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.
13. Successors and Assigns. The terms and
conditions of this Agreement inure to the benefit of and are
binding upon the respective successors and assignees of the
parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as
expressly provided herein.
14. No Third Party Beneficiaries. Except
as expressly provided in this Agreement, none of the provisions in
this Agreement shall be for the benefit of or enforceable by any
person other than the parties hereto and their respective heirs,
executors, administrators, successors and assigns. The covenants
and agreements contained herein shall be binding upon and inure to
the benefit of the heirs, executors, administrators, successors and
assigns of the respective parties hereto.
(signature pages follow)
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
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AEROCLEAN TECHNOLOGIES, INC. |
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By: |
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Jason DiBona |
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Chief Executive
Officer |
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AMIN J. KHOURY |
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By: |
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Amin J.
Khoury |
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LEWIS PELL |
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By: |
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Lewis Pell |
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DAVID HELFET, M.D. |
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By: |
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David Helfet,
M.D. |
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DATELINE TV HOLDINGS, INC. |
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By: |
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Timothy
Helfet |
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Chief Executive
Officer |
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
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FOUNDRY GROUP NEXT,
L.P.
By its General Partner
FG Next GP, L.L.C. |
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By: |
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Brad Feld |
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Managing
Director |
[Signature page to the Stockholders Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
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CROSSLINK CROSSOVER FUND
VII, L.P.
By its General Partner
Crossover Fund VII Management, L.L.C. |
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By: |
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CROSSLINK CROSSOVER FUND VIII,
L.P.
By its General Partner
Crossover Fund VIII Management, L.L.C. |
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By: |
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CROSSLINK CROSSOVER FUND VIII-B,
L.P.
By its General Partner
Crossover Fund VIII Management, L.L.C. |
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By: |
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CROSSLINK ENDEAVOUR FUND I,
L.P.
By its General Partner
Endeavour I Holdings, L.L.C. |
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By: |
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[Signature page to the Stockholders Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
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CROSSLINK VENTURES VII,
L.P.
By its General Partner
Crossover Ventures VII Holdings, L.L.C. |
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By: |
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CROSSLINK VENTURES VII-B,
L.P.
By its General Partner
Crossover Ventures VII Holdings, L.L.C. |
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By: |
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CROSSLINK BAYVIEW VII,
L.L.C. |
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By: |
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BETA BAYVIEW, LLC |
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By: |
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[Signature page to the Stockholders Agreement]
SCHEDULE I
Name, Address and Email Address of the
Stockholders |
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Amin J. Khoury, PhD (Hon)
c/o AeroClean Technologies,
Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Attn: Amin J. Khoury
E-mail: ajk@kadlp.com
With a copy (not constituting notice) to: Valerie Ford
Jacob (valerie.jacob@freshfields.com)
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Foundry Group Next, L.P.
645 Walnut St
Boulder, CO 80306
Attn: Brad Feld
E-mail: brad@foundrygroup.com
With a copy to General Counsel:
lynch@foundrygroup.com
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Crosslink Venture VII, L.P.
2 Embarcadero Center, St.
2200
San Francisco, CA 94111
Attn: Eric Chin and Phil Boyer
E-mail: echin@crosslinkcapital.com,
pboyer@crosslinkcapital.com
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Crosslink Venture VII-B, L.P.
2 Embarcadero Center, St.
2200
San Francisco, CA 94111
Attn: Eric Chin and Phil Boyer
E-mail: echin@crosslinkcapital.com,
pboyer@crosslinkcapital.com
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Crosslink Bayview VII, L.L.C.
2 Embarcadero Center, St.
2200
San Francisco, CA 94111
Attn: Eric Chin and Phil Boyer
E-mail: echin@crosslinkcapital.com,
pboyer@crosslinkcapital.com
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Crosslink Crossover Fund VII, L.P.
2 Embarcadero Center,
St.
2200 San Francisco, CA 9411
Attn: Eric Chin and Phil Boyer
E-mail: echin@crosslinkcapital.com,
pboyer@crosslinkcapital.com
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Beta Bayview, LLC
2 Embarcadero Center, St.
2200 San Francisco, CA 9411
Attn: Eric Chin and Phil Boyer
E-mail: echin@crosslinkcapital.com,
pboyer@crosslinkcapital.com
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Lewis Pell
c/o AeroClean Technologies, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Attn: Lewis Pell
E-mail: lewiscpell@jessco.org |
Dateline TV Holdings, Inc.
c/o AeroClean Technologies,
Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Attn: Tim Helfet
E-mail: thelfet@me.com |
David Helfet, M.D.
c/o AeroClean Technologies, Inc.
10455 Riverside Drive
Palm Beach Gardens, FL 33410
Attn: David Helfet
E-mail: davidhelfet@gmail.com |
EXHIBIT A
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Stockholder |
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Owned Shares |
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[=] |
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EXHIBIT B
Board Committee Composition
AeroClean Technologies (NASDAQ:AERC)
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From Apr 2023 to May 2023
AeroClean Technologies (NASDAQ:AERC)
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From May 2022 to May 2023
