AeroClean Technologies, Inc. (NasdaqCM:AERC) entered into a definitive agreement to acquire Molekule, Inc. for $43.6 million on October 3, 2022. As consideration, AeroClean will issue 15.1 million shares. As a part of acquisition, both companies will be combined in an all-stock merger. AeroClean stockholders will own 50.5%, and Molekule stockholders will own 49.5%, of the outstanding common equity of the combined company on a pro forma basis upon consummation of the merger. AeroClean will change its name and ticker symbol to Molekule, Inc. (Nasdaq: MKUL) upon consummation of the merger. Amin Khoury will be a Non-Executive Chairman at the combined company. AeroClean?s executive team, Chief Executive Officer Jason DiBona and Chief Financial Officer Ryan Tyler, will remain in those roles at the combined company, while Molekule?s Chief Executive Officer Jonathan Harris will transition to 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 will remain headquartered in Palm Beach Gardens, Florida, with significant operations in Lakeland, Florida and offices in San Francisco, California.

The transaction has been unanimously approved by the board of directors of both AeroClean and Molekule and by a majority of AeroClean?s stockholders. In addition, holders of a majority of the shares of Molekule?s outstanding preferred stock have executed stockholder support agreements in which they have agreed to support the transaction and vote in favor of the proposed transaction. The transaction is subject to the satisfaction of customary closing conditions, including among others the SEC declaring AeroClean?s registration statement on Form S-4 effective, the AeroClean stockholder approval must remain valid and binding, the AeroClean Common Stock to be issued in connection with the Transactions shall have been approved for listing on the Nasdaq Capital Market, approvals from Governmental Authorities, obtaining consents from various third parties, Molekule shall have commenced and consummated an equity financing and, in connection therewith, shall have received an amount in cash of not less than $5 million and Molekule stockholder approval. On October 3, 2022, the holders of 52% of the outstanding shares of AeroClean Common Stock executed a written consent in which they approved the Merger. The merger is expected to close early in the first half of 2023.

Valerie Ford Jacob and Paul K. Humphreys of Freshfields Bruckhaus Deringer US LLP is serving as legal counsel to AeroClean, and The Benchmark Company, LLC served as financial advisor and fairness opinion provider to AeroClean in connection with the merger. Cynthia Hess, Ethan Skerry and Jeremy Delman of Fenwick and West LLP is serving as legal counsel to Molekule. Computershare acted as transfer agent and registrar for AeroClean.

Molekule Group, Inc. (NasdaqCM:MKUL) completed the acquisition of Molekule, Inc. for $52.5 million on January 12, 2023.