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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