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
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 2.02. | Results of Operations and Financial Condition. |
On November 14, 2022, AeroClean Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022.
The press release is included as Exhibit 99.1 hereto. The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
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 SECURITIES AND EXCHANGE COMMISSION (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 of 1933, as amended, 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. |
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. |
| | By: | /s/ Jason DiBona |
| | | Name: Jason DiBona |
| | | Title: Chief Executive Officer |
