• Aura provides the software program, sensor and IoT enabled applied sciences to speed up a direct and aggressive push into the burgeoning B2B market
• Executes on technique of mixing natural expertise growth with focused, inorganic, strategic transactions to construct the trade chief in IAQ options with a complete suite of patented and proprietary merchandise and applied sciences
• Accelerates Software-as-a-Service providing with AI-enabled expertise for purchasers and “smart building” homeowners looking for to observe and management IAQ on an enterprise-wide foundation from a single location and facilitates the protected return of in-office employees
• Aura’s highly effective model worth and put in base of roughly 50,000 air purification items drives recurring revenues by means of each consumables and software program for enterprise-wide deployments of air purification items
• Aura contributes each enterprise software program and superior sensor expertise that’s implementable throughout Molekule’s present gadget platforms with main international healthcare, business and municipal prospects

PALM BEACH GARDENS, Fla., Feb. 26, 2023 (GLOBE NEWSWIRE) — Molekule Group, Inc. (“Molekule” or the “Company”) (Nasdaq: MKUL), an rising chief in air purification expertise options, techniques for healthcare and business good constructing functions, and particular person client safety, as we speak introduced it has entered right into a definitive settlement to amass Aura Smart Air Ltd. (“Aura”), an Israeli-based firm presently listed on the Tel Aviv Stock Exchange, in an all-stock merger with a worth of roughly $10 million (the “Merger”). Molekule has the biggest vary of proprietary and patented, FDA-cleared air purification units.

Aura’s award-winning patented good air expertise platform screens and purifies the air in hospitals, faculties, companies, resorts, eating places, buses, and nursing properties in additional than 87 international locations world wide. Its distinctive four-stage purification course of is scientifically confirmed to seize and kill 99.9% of viruses, micro organism, germs, and allergens. With workplaces in Israel, India, and the United States, Aura’s shoppers and companions embody main international organizations reminiscent of Detroit Pistons, Florida Agricultural and Mechanical University, Delos, and the New Jersey Hospital Association. It additionally counts among the largest college districts within the United States as shoppers, together with Meriden Public Schools in Connecticut, Jackson Public Schools in Mississippi, and Highline Public Schools in Washington State.

The Company intends to implement Aura’s superior software program, sensor and IoT expertise throughout its whole product vary and in every of its extremely developed gross sales channels, together with main international healthcare, business and municipal prospects, looking for multi-location and multi-room, enterprise-wide protected air options. In addition, the Merger is anticipated so as to add vital strategic relationships and channel companions throughout a number of key markets. The Company believes its complete options platforms are properly positioned to deal with the quickly rising, estimated $15 billion international air purification market.

Management Commentary

Amin Khoury, Chairman of the Molekule Board of Directors, commented, “Our recent merger of Molekule and AeroClean in January 2023 created a company with the broadest range of patented and proprietary, FDA-cleared air purification products with a robust portfolio of clinical products for hospital and health care systems and the market-leading premium consumer brand, with an installed base of more than 350,000 premium air purifiers, which we expect to drive growing, profitable recurring consumables revenues. The Aura acquisition will accelerate our ability to deploy enterprise-wide, in-room air purification systems, built upon our foundation of FDA-cleared air purification devices, by incorporating Aura’s advanced software, sensor and IoT technology. Importantly, this will enable centralized monitoring and remote management of all units to ensure indoor air safety and quality, enhancing our Safe-Air-as-a-Service software solution for customers and facility managers requiring enterprise-wide monitoring and control of IAQ and the ability to mitigate airborne threats remotely, all from a single location.”

Mr. Khoury continued, “Feedback has been very favorable from recent pilots of our Safe Air-as-a-Service platform, with customers requesting expanded deployments of the software to additional facilities across their enterprises. We are excited about the early results of our deployments, including one deployment with a large technology company that has acquired and deployed 3,000 Molekule devices in numerous U.S. locations. With the addition of Aura’s technology, we believe Molekule will immediately be in a position to provide these enhanced air safety and quality systems to every fiduciary charged with providing a safe environment that drives wellness and productivity to their constituents and helps to accelerate the safe return to in-office work. In short, the ability to offer our institutional customers Molekule’s best-in-class air purification IP on an integrated platform will be very compelling.”

Jason DiBona, Chief Executive Officer of Molekule, famous, “The Aura acquisition will immediately expand our ability to offer best-in-class solutions for our customers’ growing in-room air quality priorities and initiatives, facilitating an immediate and aggressive push into the burgeoning B2B space. We look forward to playing a leading role in the implementation of next generation systems to provide localized air quality monitoring and treatment across smart building applications for commercial, healthcare, hospitality and municipal customers seeking solutions to the growing responsibility to provide a safe air environment for employees and customers.”

Mr. DiBona added, “The importance of the IAQ sector has never been more top of mind. Regulatory bodies, such as the Centers for Disease Control and Prevention (CDC) and American Society of Heating, Refrigerating and Air-Conditioning Engineers (ASHRAE), continue to work expeditiously to develop and codify standards with the White House, which through public funding initiatives such as the American Rescue Plan, is committing over $500 billion to support these initiatives.”

Mr. DiBona concluded, “We are excited to bring the most advanced technologies, products and solutions to our clients to help them meet their IAQ guidelines on an enterprise-wide basis, while also achieving their sustainability and ESG objectives. We expect these initiatives to not only accelerate growth and enhance our offering, but also create long-term stockholder value.”

Transaction Details

Under the phrases of the Merger, Molekule has agreed to amass Aura for a complete buy value of roughly 3,519,105 shares of Molekule frequent inventory. Aura, an Israeli-based expertise firm presently listed on the Tel Aviv Stock Exchange, is the creator of a proprietary, software program, sensor and IoT-enabled data-driven air purification system. Consummation of the Merger is topic to customary closing situations, together with amongst others the SEC declaring Molekule’s registration assertion on Form S-4 efficient, the itemizing of Molekule’s frequent inventory on the Tel Aviv Stock Exchange, receipt of Aura shareholder approval, receipt of a tax ruling relating to Israeli withholding tax and receipt of all materials third celebration consents. The Merger is anticipated to shut early within the second half of 2023. While Aura will retain its expertise growth workplaces in Tel Aviv led by Eldar Shnaiderman, as Chief Technology Officer, a number of members of the Aura government crew will combine into Molekule’s workplaces within the U.S., led by Aviad Shnaiderman, as General Manager of Global Commercial Sales.

Advisors

Freshfields Bruckhaus Deringer US LLP is serving as U.S. authorized counsel to Molekule. Goldfarb Gross Seligman & Co. is serving as Israeli authorized counsel to Molekule. Arnon, Tadmor-Levy is serving as authorized counsel to Aura.

About Molekule

Molekule is on a mission to offer clear indoor air to everybody, in every single place. With the biggest vary of proprietary, FDA-cleared air purification units in the marketplace, Molekule is offering shoppers, enterprise homeowners and medical professionals with {hardware} and software program options to raised perceive and enhance indoor air high quality. Its Air Pro, Air Mini+ and Pūrgo™ purification units might be utilized to just about any indoor area, together with properties, school rooms, workplaces, hospitals and extra. For extra data and buyer opinions, go to https://investors.molekule.com/.

About Aura

Aura Air created the world’s smartest data-driven air purification system, one which cleanses indoor air whereas vigilantly monitoring its high quality in real-time. Aura Air’s award-winning and patented expertise filters and disinfects indoor air by means of a singular four-stage purification course of that captures and kills 99.9% of viruses, micro organism, germs and allergens. Founded in 2018, Aura Air is now serving to to purify the air in properties, hospitals, faculties, companies, resorts, eating places, buses and nursing properties in additional than 87 international locations world wide. Aura is headquartered in Israel with international workplaces within the U.S. and India. For extra data, go to www.auraair.io.

Contacts:

Media Contacts
Press@molekule.com

Investor Relations Contacts
Ryan Tyler — Chief Financial Officer, Molekule
Ryan.Tyler@molekule.com

MATTIO Communications
molekule@mattio.com

Important Additional Information

In reference to the proposed transaction, Molekule intends to file a registration assertion on Form S-4, which can embody a prospectus, with the Securities and Exchange Commission (“SEC”) and the Israel Securities Authority (“ISA”), and can file different paperwork with the SEC and ISA relating to the Merger. The Form S-4 and prospectus will include essential details about Molekule, Aura, the Merger and associated issues. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND THE ISA WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will have the ability to receive the registration assertion and prospectus from the SEC’s web site, the ISA’s web site or Molekule’s web site. These paperwork might also be obtained freed from cost from Molekule by requesting them by mail at 10455 Riverside Drive, Suite 100, Palm Beach Gardens, FL 33410.

No Offer or Solicitation

This press launch shall not represent a proposal to promote or the solicitation of a proposal to promote or the solicitation of a proposal to purchase any securities, nor shall there be any sale of securities in any jurisdiction during which such supply, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides by way of a prospectus assembly the necessities of Section 10 of the Securities Act of 1933, as amended, and, in Israel, by way of a prospectus accepted by the ISA, and in any other case in accordance with relevant regulation.

Forward-Looking Statements

This press launch comprises “forward-looking statements” throughout the that means of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based mostly upon present beliefs and expectations of our administration and are topic to recognized and unknown dangers and uncertainties. Words or expressions reminiscent of “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast” or different comparable expressions assist determine forward-looking statements. Factors that might trigger precise occasions to vary embody, however should not restricted to:

• the danger that the Merger might not be accomplished;
• the flexibility to efficiently mix the companies of Molekule and Aura;
• the flexibility of the events to attain the anticipated synergies and different advantages from the Merger throughout the anticipated time frames or in any respect;
• the incurrence of serious transaction and different associated charges and prices;
• the incurrence of sudden prices, liabilities or delays regarding the Merger;
• the danger that the general public assigns a decrease worth to Aura’s enterprise than the worth utilized in negotiating the phrases of the Merger;
• the danger that the Merger might not be accretive to our stockholders;
• the danger that the Merger might stop us from performing on future alternatives to reinforce stockholder worth;
• the dilutive affect of the inventory consideration that shall be issued within the Merger;
• the danger that any goodwill or identifiable intangible property recorded as a result of Merger may turn out to be impaired;
• potential disruptions to the enterprise of the businesses whereas the Merger are pending;
• the danger {that a} closing situation to the proposed Merger might not be happy;
• the prevalence of any occasion, change or different circumstances that might give rise to the termination of the Merger; and
• different financial, enterprise, aggressive, and regulatory components affecting the companies of Molekule and Aura usually, together with these set forth in Molekule’s filings with the SEC, together with within the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Molekule’s newest annual report on Form 10-Okay, quarterly experiences on Form 10-Q, present experiences on Form 8-Okay and different SEC filings, and in Aura’s filings with the ISA, together with within the “Risk Factors” part in its newest annual report.

Forward-looking statements should not ensures of future efficiency and contain dangers and uncertainties, and precise outcomes might differ materially from these within the forward-looking statements on account of varied components. Although we consider that the expectations mirrored within the forward-looking statements are affordable based mostly on data presently out there, we can’t guarantee you that the expectations will show to have been appropriate. Accordingly, you shouldn’t place undue reliance on these forward-looking statements. In any occasion, these statements communicate solely as of the date of this launch. Molekule assumes no obligation to revise or replace any of the forward-looking statements to mirror occasions or circumstances after the date of this launch or to mirror new data or the prevalence of unanticipated occasions.