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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): July
13, 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) |
(IRS 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2023, upon
the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of SmartKem,
Inc. (the “Company”), the Board approved, effective immediately, an increase in the size of the Board
from four directors to five directors and appointed Sriram Peruvemba, age 58, to serve as a Class II director to fill the newly-created
vacancy. Mr. Peruvemba will hold this position until the 2023 annual meeting of the Company’s stockholders or until his successor
is elected and qualified, subject to his earlier resignation or removal.
From September 2019 until his appointment to the Board, Mr. Peruvemba
served as a consultant to the Company. Since July 2014, he has served as the chief executive officer of Marketer International Inc., a
consulting services firm specializing in the global high-tech industry. Prior to that, from December 2009 to April 2013, Mr. Peruvemba
was the chief marketing officer for E Ink Holdings, a company specializing in electronic paper displays. Since June 2020, Mr. Peruvemba
has served on the board of directors of WiSA Technologies, Inc. (NASDAQ: WISA), an audio wireless technology company. He has also served
as a board member of Visionect d.o.o, an electronics company in Slovenia since September 2017. Mr. Peruvemba has also served as chairman
of the board of Omniply, a Montreal-based electronics and display company, since May 2020 and as board member of Edgehog Advanced Technologies
an anti-reflective technology company in Canada, since January 2023. Mr. Peruvemba has a B.S. from R. V. College of Engineering, Bangalore,
an M.B.A. from Barton School of Business, WSU and a post-graduate diploma in management from Indira Gandhi National University.
Mr. Peruvemba will be compensated
in accordance with the Company’s standard non-employee director compensation plan.
Prior to his appointment as
a director, Mr. Peruvemba served as a consultant to the Company, pursuant to a consultancy agreement entered into on September 13, 2019,
by and between the SmartKem Limited and Marketer International (“Marketer”), a company controlled by Mr. Peruvemba (the “Consulting
Agreement”). During the fiscal years ended December 31, 2022 and 2021, the Company paid Marketer $120,000 and $130,000, respectively.
Since January 1, 2023, the Company has paid Marketer $65,000. In addition, in connection with the services provided pursuant to the Consulting
Agreement, on February 23, 2021, Mr. Peruvemba was granted options to purchase 66,029 shares of the Company’s common stock with
an exercise price of $2.00 per share. The options vested immediately upon grant and expire on the 10th anniversary of the date of grant.
On July 12, 2023, prior to Mr. Peruvemba’s appointment to the Board, the Consulting Agreement was terminated.
There are no family relationships
between Mr. Peruvemba and any other executive officers or directors of the Company. There is no arrangement or understanding between Mr.
Peruvemba and any other persons pursuant to which Mr. Peruvemba was selected as director. Except as described above, there are no transactions
to which the Company is a party and in which Mr. Peruvemba has a material interest that is required to be disclosed under Item 404(a)
of Regulation S-K.
Item 5.08 Shareholder Director Nominations.
On
July 13, 2023, the Board set August 25, 2023, as the date of its 2023 annual meeting of stockholders (the “2023 Annual Meeting”).
The Board has established July 14, 2023 as the record date for determining stockholders entitled to notice of, and to vote at, the 2023
Annual Meeting.
The
date of the 2023 Annual Meeting will be more than 30 days from the anniversary of the Company’s 2022 annual meeting of stockholders.
Accordingly, the deadline for submission of proposals by stockholders for inclusion in the Company’s proxy materials in accordance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be July 21,
2023. Any such proposal must also meet the requirements set forth in the rules and regulations of the Exchange Act in order to be eligible
for inclusion in the proxy materials for the 2023 Annual Meeting.
In
addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than
our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On July 18, 2023, the Company
issued a press release announcing Mr. Peruvemba’s appointment, a copy of which is being filed herewith 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 Securities
and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of 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 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.
SIGNATURES
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.
July 18, 2023 |
SmartKem, Inc. |
|
|
|
By: |
/s/ Barbra Keck |
|
Name: |
Barbra Keck |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
|
PRESS
RELEASE |
SRI PERUVEMBA JOINS SMARTKEM BOARD OF DIRECTORS
Manchester,
England – July 18, 2023 – SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of
electronics with its disruptive organic thin-film transistors (OTFTs) that can drive the next generation of displays, has today announced
the appointment of Sri Peruvemba to its board of directors.
SmartKem CEO and Chairman, Ian Jenks, commented, “Sri has
been a valued advisor of the business since he joined in 2019, and we’re delighted that he is now joining the board of directors
following a successful fundraise last month. This comes in line with our strategy of expanding SmartKem’s board with additional
industry experts.”
From September 2019 until his appointment
to the board of directors, Mr. Peruvemba served as a consultant to SmartKem. Since July 2014, he has served as the chief executive
officer of Marketer International Inc., a consulting services firm specializing in the global high-tech industry. Prior to that, from
December 2009 to April 2013, Mr. Peruvemba was the chief marketing officer for E Ink Holdings, a company specializing
in electronic paper displays. Since June 2020, Mr. Peruvemba has served on the board of directors of WiSA Technologies, Inc.
(NASDAQ: WISA), an audio wireless technology company. He has also served as a board member of Visionect d.o.o, an electronics company
in Slovenia since September 2017. Mr. Peruvemba has also served as chairman of the board of Omniply, a Montreal-based electronics
and display company, since May 2020 and as board member of Edgehog Advanced Technologies an anti-reflective technology company in
Canada, since January 2023. Mr. Peruvemba has a B.S. from R. V. College of Engineering, Bangalore, an M.B.A. from Barton School
of Business, WSU and a post-graduate diploma in management from Indira Gandhi National University.
SmartKem’s OTCQB information can be found on the OTC Markets
website: www.otcmarkets.com/stock/SMTK/overview
About SmartKem
SmartKem is 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. SmartKem’s
patented TRUFLEX® semiconductor and dielectric inks, or liquid 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 models. 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
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.
Smartkem Ltd
Manchester
Technology Center, Hexagon Tower,
Delaunays
Road, Blackley, Manchester, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com
|
PRESS
RELEASE |
Forward-Looking Statements
All statements in this press release that are
not historical are forward-looking statements, including, among other things, the intended use of proceeds from the private placement,
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:
Selena Kirkwood, Head of Communications, SmartKem
s.kirkwood@smartkem.com
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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