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.
Item 8.01. Other Events.
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.
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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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Revised Form of Stockholders Agreement
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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