SMTKD SmartKem Inc (QB)

 

 

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 21, 2023

 

SmartKem, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	000-56181	85-1083654
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

(Address of principal executive offices, including zip code)

 

011-44-161-721-1514

(Registrant’s telephone number, including area code)

 

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:

 

¨	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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Effective November 21, 2023, Barbra C. Keck resigned as a member of the Board of Directors (the “Board”) of SmartKem, Inc. (the “Company”). At the time of her resignation, Ms. Keck did not serve on any committees of the Board. Ms. Keck’s resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. Ms. Keck will continue to serve as the Company’s Chief Financial Officer.

 

Effective November 21, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Melisa A. Denis, age 60, to serve as a Class III director of the Company to fill the vacancy created by Ms. Keck’s resignation. Ms. Denis will hold this position until the 2024 annual meeting of the Company’s stockholders or until her successor is elected and qualified, subject to her earlier resignation or removal. The Board appointed Ms. Denis to serve as the Chair of the Company’s Audit Committee and as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. The Board has determined that Ms. Denis (i) is independent under the rules of The Nasdaq Stock Market LLC (“Nasdaq”), (ii) meets the heightened standards of independence for compensation and audit committee membership under the applicable rules of the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq and (iii) qualifies as an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.

 

Since November 20, 2020, Ms. Denis has served as a member of the audit committee and mergers and acquisitions committee of the board of directors of Hydrofarm Holdings Group, Inc. (NASDAQ: HYFM). Ms. Denis previously served as a partner at KPMG from 1998 to October 2020, including as National Tax Leader for Consumer Goods and as the leader of the Consumer and Industrial Market for Dallas. Ms. Denis has served as a member of the Board of Regents and chair of the audit committee for the University of North Texas System since January 2020, an advisory board member of Women Corporate Directors since 2011, and a board member of Enactus, a global non-profit, since 2019. Ms. Denis is a Certified Public Accountant and received her degree in accounting and her Bachelor of Science and Master of Science from the University of North Texas.

 

Ms. Denis will be compensated in accordance with the Company’s standard non-employee director compensation plan.

 

There are no family relationships between Ms. Denis and any other executive officers or directors of the Company. There is no arrangement or understanding between Ms. Denis and any other persons pursuant to which Ms. Denis was selected as director. There are no transactions to which the Company is a party and in which Ms. Denis has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD.

 

On November 28, 2023, the Company issued a press release announcing Ms. Denis’s appointment to the Board.  A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) The following exhibits are being filed herewith:

 

Exhibit		Description
99.1		Press Release, dated November 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

 

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.

 

	SMARTKEM, INC.
Dated: November 28, 2023	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

PRESS RELEASE

 

SMARTKEM, INC. APPOINTS MELISA A. DENIS TO THE BOARD OF DIRECTORS

 

Manchester, England – November 28, 2023 – SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that have the potential to drive the next generation of displays, today announced the appointment of Melisa A. Denis to the SmartKem Board of Directors, effective November 21, 2023. Ms. Denis will serve as the Chair of the Audit Committee of the Board, a member of the Compensation Committee and Nominating and Corporate Governance Committee.

 

SmartKem Chairman and CEO, Ian Jenks, commented, “We are pleased to welcome Melisa Denis to the SmartKem Board. Melisa’s Big-4 accounting background and public company board experience will be invaluable to SmartKem as we grow our business and pursue our mission to disrupt the world of technology with our leading-edge organic thin-film transistors”.

 

Ms. Denis has served as a member of the audit committee and mergers and acquisitions committee of the board of directors of Hydrofarm Holdings Group, Inc. (NASDAQ: HYFM) since November 20, 2020. Ms. Denis previously served as a partner at KPMG from 1998 to October 2020, including as National Tax Leader for Consumer Goods and as the leader of the Consumer and Industrial Market for Dallas. Ms. Denis has served as a member of the Board of Regents and chair of the audit committee for the University of North Texas System since January 2020, an advisory board member of Women Corporate Directors since 2011, and a board member of Enactus, a global non-profit, since 2019. Ms. Denis is a Certified Public Accountant and received her degree in accounting and her Bachelor of Science and Master of Science from the University of North Texas.

 

Ms. Denis was appointed to the Board to fill a vacancy created by the resignation, effective November 21, 2023, of Barbra C. Keck as a member of the Board. Ms. Keck will continue to serve as SmartKem’s Chief Financial Officer.

 

SmartKem’s OTCQB information can be found on the OTC Markets website: www.otcmarkets.com/stock/SMTK/overview

 

About SmartKem

 

SmartKem is reshaping the world of electronics with its disruptive organic thin-film transistors (OTFTs) that have the potential to drive the next generation of displays. SmartKem’s patented TRUFLEX® semiconductor and dielectric inks, or electronic polymers, are used to make a new type of transistor that could potentially revolutionize the display industry. SmartKem’s inks enable low temperature printing processes that are compatible with existing manufacturing infrastructure to deliver low-cost displays that outperform existing technologies. The company’s electronic polymer platform can be used in a number of display technologies including microLED, miniLED and AMOLED displays for next generation televisions, laptops, augmented reality (AR) and virtual reality (VR) headsets, smartwatches and smartphones.

 

Smartkem Ltd

Manchester Technology Center, Hexagon Tower,

Delaunays Road, Blackley, Manchester, M9 8GQ UK

 

+44 (0) 161 721 1514

enquiries@smartkem.com

 

 

PRESS RELEASE

 

SmartKem develops its materials at its research and development facility in Manchester, UK, its semiconductor manufacturing processes at the Centre for Process Innovation (CPI) at Sedgefield, UK and retains a field application office in Taiwan. The company has an extensive IP portfolio including 125 granted patents across 19 patent families and 40 codified trade secrets. For more information, visit: www.smartkem.com and follow us on LinkedIn and Twitter @SmartKemTRUFLEX.

 

Forward-Looking Statements

 

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to the SmartKem’s expectations regarding its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations with its partners and investors. These statements are not historical facts but rather are based on SmartKem Inc.’s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or elated expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

 

Contact Details:

 

Barbra Keck, Chief Financial Officer, SmartKem

b.keck@smartkem.com

 

Selena Kirkwood, Head of Communications, SmartKem

s.kirkwood@smartkem.com

 

##END##

 

Smartkem Ltd

Manchester Technology Center, Hexagon Tower,

Delaunays Road, Blackley, Manchester, M9 8GQ UK

 

+44 (0) 161 721 1514

enquiries@smartkem.com

 

 

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