AeroClean Technologies and Molekule to Combine in an All-Stock Merger Establishing an Industry-Leading Provider of Premium, FDA-Cleared Air Purification Products and Solutions
- Creates a pro forma company with a substantial base of revenues, a solid balance sheet and a path to profitability.
- A broad range of highly complementary, proprietary and patented, FDA-cleared air purification devices.
- Powerful brand value and recognition with an installed base of over 350,000 air purification units, providing a foundation for growing recurring revenues from both consumables and the launch of a SaaS software solution to enable facility managers to monitor and control individual room air quality on an enterprise wide basis.
- Expected double-digit organic revenue growth for the combined company, with gross profit expected to grow faster than revenues due to expanding gross margins.
AeroClean(Nasdaq: AERC) will change its name and ticker symbol to Molekule, Inc.(Nasdaq: MKUL). Amin Khourywill assume a more active role as Non-Executive Chairman at the combined company
- AeroClean’s executive team, CEO
Jason DiBonaand CFO Ryan Tyler, will remain in those roles at the combined company, while Molekule’s CEO Jonathan Harriswill 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 Chief Operating Officer.
- The six-member AeroClean Board of Directors will be expanded to seven members, with
Brad Feld, Molekule board member and co-founder of venture capital firm Foundry, joining the combined company’s Board.
- The combined company’s management and the Board have a track record for high growth and creating category leaders through both organic and inorganic growth.
Under the terms of the Merger Agreement, which has been unanimously approved by the boards of directors of both companies,
Compelling Strategic and Financial Benefits
- Creation of the First Publicly Traded Provider of a Suite of Premium, Proprietary and Patented, FDA-cleared Air Purification Devices: The combined company’s full range of complementary technologies will include a new generation of IoT-enabled devices and SaaS IAQ solutions which is in development.
- Launch of a SaaS Product Offering to Drive Recurring Revenue and Financial Performance: The combined company’s integrated IoT devices and IAQ solutions, including the newly released business software, Molekule Air Platform (MAP), is expected to enable the company to begin to sell monitoring and device control subscriptions that enable facility managers to provide enterprise-wide clean indoor air.
- Expedited Opportunities for Commercial Synergies in the B2B space: The combined company’s strategy is to introduce each other’s products into the other’s existing sales and distribution channels to accelerate B2B market penetration and to expand further into healthcare, government, hospitality and education verticals.
- Solid Balance Sheet, Liquidity and Access to Capital Provide Opportunities for Growth: On an estimated pro forma combined basis as of
September 30, 2022, the combined company would have had approximately $30 million in cash and total long-term debt of approximately $37 million, which is interest-only through April of 2024 and amortizing through April of 2027.
- Reinforced Platform for Future M&A: The combined company will be well-positioned to selectively pursue additional value-creating M&A opportunities within the broader IAQ and cleantech industries.
Approvals and Closing
The transaction has been unanimously approved by the board of directors of both
A joint conference call and webcast will be held October 4, 2022 at 9:00am (Eastern Time) to discuss the proposed combination for analysts and investors. You may access the call by telephone at 1 (800) 715-9871 with Conference ID 9102098. A link to the webcast is available here and can also be found on the Investor Relations sections of the
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.
Investor Relations Contacts
Chief Financial Officer,
Important Additional Information
In connection with the proposed transaction,
No Offer or Solicitation
This press release 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.
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:
- the risk that the transaction may not be completed;
- the ability to successfully combine the businesses of
- 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
AeroCleanfrom 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
AeroCleanand 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 SECfilings.
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
Source: AeroClean Technologies, Inc.