AeroClean Technologies (“AeroClean”) (Nasdaq: AERC), an air hygiene
technology company, and Molekule, Inc. (“Molekule”), a market
leader for premium air purifiers, today have successfully completed
the all-stock merger transaction that was announced on October 3,
2022 (the “Merger”). Under the terms of the Merger, AeroClean
stockholders now own approximately 50.5%, and Molekule stockholders
own approximately 49.5%, of the outstanding shares of common stock
of the combined company. Effective at 9:00 a.m. eastern time on
January 12, 2023, AeroClean changed its name and ticker symbol to
Molekule Group, Inc. (Nasdaq: MKUL).
The combined company has the largest range of
proprietary and patented, FDA-cleared air purification devices to
address the estimated $15 billion, rapidly growing global air
purification market. The combined company on a pro forma basis
would have generated approximately $48 million of revenues in FY
2022, and approximately $13 million of revenues in the fourth
quarter. The combined company also offers a Software-as-a-service
(“SaaS”) software solution for B2B businesses, further enabling
facility managers to monitor and control individual room air
quality on an enterprise-wide basis.
“The completion of the Merger resulted from an
extensive process by management and the board to combine with a
leading brand in the IAQ sector and represents an important step in
the indoor air purification sector for customers and businesses
alike,” stated Amin Khoury, Chairman of the Board of the combined
company. “For the first time, we are now able to offer an extensive
range of FDA-cleared air purifiers to address some of the largest
threats to air quality. Our Merger combines two suites of propriety
and patented technologies and paves the way for the innovation of
further cutting-edge, IAQ technology and solutions to provide
enterprise-wide clean indoor air to our clients. Furthermore, this
transaction provides the combined company with the scale to pursue
organic and inorganic opportunities for growth to enhance
stockholder value.”
“We are excited to further drive innovation and
momentum in the indoor air purification space as a combined company
by bringing together two unique skillsets and capabilities that
position us to provide leading IAQ products and solutions to our
clients,” said Jason DiBona, Chief Executive Officer of the
combined company. “We look forward to supporting this period of
renaissance within the IAQ sector as regulatory bodies like the
Centers for Disease Control and Prevention (CDC) and American
Society of Heating, Refrigerating and Air-Conditioning Engineers
(ASHRAE) are working expeditiously to develop and codify standards
with the White House, which through public funding initiatives such
as the American Rescue Plan, is committing over $500 billion to
support their initiatives. We are excited to bring new products and
solutions to our clients to help them meet their IAQ guidelines on
an enterprise-wide basis, while also achieving their sustainability
and ESG objectives. The combined company expects to assist its
clients in meeting their objectives through its existing broad
offering of patented, FDA-cleared devices, the introduction of its
enterprise monitoring and control software, and the pursuit of
strategic, accretive acquisition opportunities. Through these
initiatives, we expect to not only accelerate growth and enhance
our offering, but also create long-term stockholder value.”
Recent Developments
Molekule recently announced the launch of its
new PECO-HEPA Tri-Power Filter for Air Pro, Air Mini+ and Air Mini.
The new filter combines the true HEPA 99.97% particle-capture
efficiency rate with Molekule's very own patented PECO technology,
which destroys organic pollutants including viruses, bacteria,
mold, allergens, volatile organic compounds, chemicals and more
from the air. The powerful, triple-layered filter is finished with
a final layer of carbon filtration to reduce odors and toxic gases,
delivering clean, crisp air. This makes it one of the most advanced
filters on the market with the ability to destroy a wide range of
pollutants compared to conventional filters. Molekule also recently
began collaboration with key customers across the US who have
deployed thousands of Molekule premium air purifiers throughout
portions of their office spaces and enterprises. The combined
company expects to collaborate with several of these important
customers to accelerate the development of its Safe Air as a
Service, IAQ monitoring and internet-of-things (“IoT”) device
control solution that will help improve customer IAQ and measure
sustainability and ESG metrics across their enterprises.
AeroClean was also recently granted FDA 510k
clearance (K223328) to update its Pūrgo™ air purifier’s indications
for use to include the elimination of SARS-CoV-2, the RNA virus
that causes COVID-19. This joins Molekule’s products, which also
have FDA 510(k) clearance, and were proven to destroy
SARs-CoV-2.
Leadership and Structure
Under the terms of the Merger, AeroClean’s
executive team, CEO Jason DiBona and CFO Ryan Tyler, will remain in
their roles, while Molekule’s CEO Jonathan Harris will transition
to CCO (Chief Commercial Officer) of the combined company and Ronti
Pal, who leads finance, administration, research and development at
Molekule, will become the combined company’s COO (Chief Operating
Officer). The seven-member AeroClean Board of Directors will be
expanded to eight members, with Brad Feld, Molekule board member
and co-founder of venture capital firm Foundry, joining the
combined company’s Board. Amin Khoury will assume a more active
role as Non-Executive Chairman at the combined company. The
combined company will remain headquartered in Palm Beach Gardens,
Florida, with significant operations in Lakeland, Florida and
offices in San Francisco, California.
About AeroClean
Technologies
AeroClean is a pathogen elimination technology
company on a mission to keep work, play and life going by improving
indoor air quality. Our air hygiene product, Pūrgo™ (pure-go), is
an FDA 510(k) cleared, Class II medical device that provides
continuous air filtration, sanitization and supplemental
ventilation solutions with technology that can be applied in any
indoor space - including in hospitals, offices, even in elevators.
Pūrgo™ products feature SteriDuct™, a proprietary germicidal
technology developed by our best-in-class aerospace engineers,
medical scientists and innovators that work to eradicate viral,
fungal, and bacterial airborne microorganisms. Our purpose is
simple: to never stop innovating solutions that keep people healthy
and safe, so life never stops. Learn more at aeroclean.com.
About Molekule
Molekule is on a mission to provide clean indoor
air to everyone, everywhere. Based on 25 years of research and
development, the company's patented photo electrochemical oxidation
(PECO) technology destroys a wide range of pollutants, including
VOCs, mold, bacteria, viruses, and allergens, when compared to
conventional filters. Molekule's range of air purification
solutions have been reviewed and validated by third-party
laboratories, as well as continual internal testing, and its
medical-grade products have been granted medical device clearance
by the FDA.
Contacts:
Media ContactsPress@molekule.com
Drew Tybus drew@oakpr.com
Investor Relations Contacts Ryan Tyler Chief
Financial Officer, Molekule Ryan.Tyler@molekule.com
MATTIO Communications molekule@mattio.com
Forward-Looking Statements
This press release 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:
- our total addressable market;
- general economic conditions in the markets where we
operate;
- the impact of the COVID-19 pandemic and related prophylactic
measures;
- the expected timing of regulatory approvals and product
launches;
- non-performance of third-party vendors and contractors;
- risks related to our ability to successfully sell our products
and the market reception to and performance of our products;
- our compliance with, and changes to, applicable laws and
regulations;
- our limited operating history;
- our ability to manage growth;
- our ability to obtain additional financing when and if
needed;
- our ability to expand product offerings;
- our ability to compete with others in our industry;
- our ability to protect our intellectual property;
- the ability of certain existing stockholders to determine the
outcome of matters which require stockholder approval;
- our ability to retain the listing of our common stock on
Nasdaq;
- our ability to defend against legal proceedings;
- our success in retaining or recruiting, or changes required in,
our officers, key employees or directors;
- the ability to successfully integrate the businesses after the
completion of the Merger;
- our ability to achieve the expected benefits from the Merger
within the expected time frames or at all;
- the incurrence of unexpected costs, liabilities or delays
relating to the Merger;
- the risk that the public assigns a lower value to Molekule’s
business than the value used in negotiating the terms of the
Merger;
- the risk that the Merger may not be accretive to our
stockholders;
- the risk that the Merger may prevent us from acting on future
opportunities to enhance stockholder value;
- the risk that any goodwill or identifiable intangible assets
recorded due to the Merger could become impaired; and
- other economic, business, competitive, and regulatory factors
affecting the businesses of the company generally, including but
not limited to those set forth in the AeroClean’s filings with the
Securities and Exchange Commission, including in the “Risk Factors”
section of AeroClean’s information statement/prospectus filed with
the Securities and Exchange Commission on December 21, 2022, 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 the combined company
believes that the expectations reflected in the forward looking
statements are reasonable based on information currently available,
the combined company 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 Molekule
Group, Inc. assumes 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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