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): May 30, 2024

 

SmartKem, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-42115	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:

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		SMTK		The Nasdaq Stock Market LLC

 

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 8.01.

Other Events.

   

On May 30, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC approving the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on the Nasdaq Capital Market effective at the opening of trading on May 31, 2024 (the “Uplisting”). The Company issued a press release on May 30, 2024 announcing the Uplisting, which press release is attached as Exhibit 99.1 hereto.

 

Pursuant to the terms of the Company’s Series A-2 Convertible Preferred Stock, stated value $1,000 per share (“Series A-2 Preferred Stock), effective at 4:00 P.M. (New York time) on May 30, 2024, the trading day immediately prior to the Uplisting, the remaining 2,411 outstanding shares of Series A-2 Preferred Stock automatically converted (the “Automatic Conversion”) into an aggregate of 275,576 shares of Common Stock. As of May 31, 2024, after giving effect to the Automatic Conversion, the Company had 1,713,900 shares of Common Stock issued and outstanding.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press Release, dated May 30, 2024.
104		Cover Page Interactive Date 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: May 31, 2024	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

 

 

 

Exhibit 99.1

  

PRESS RELEASE

 

 

Smartkem Announces Uplisting to Nasdaq

 

Manchester, England – Thursday, May 30th, 2024 – Smartkem, Inc. (OTCQB: SMTK; NASDAQ: SMTK) (the “Company” or “Smartkem”), the developer of a new class of semiconductor polymer transistors with the potential to power the next generation of displays, announced today that the Company has received approval to list its common stock on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SMTK”. Trading on Nasdaq is expected to commence with the open of trading on Friday, May 31st. Shareholders are not required to take any action as a result of the uplisting.

 

Smartkem Chairman and Chief Executive Officer, Ian Jenks, comments, “Smartkem’s uplist from the OTCQB to Nasdaq is a significant achievement for the Company. We believe that the Nasdaq listing will result in increased marketability, liquidity, and trading volume, and provide the Company with increased access to the capital markets as we work to provide long-term value for our stockholders.”

 

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, can be used to make a new type of transistor that has the potential to 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 technology. 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 and provides prototyping services at the Centre for Process Innovation (CPI) at Sedgefield, UK, It has 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 www.linkedin.com/company/Smartkem-limited and Twitter @SmartkemOTFT.

 

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 the effect of the Nasdaq listing on its common stock, 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,”

 

 

SMARTKEM LTD

MANCHESTER TECHNOLOGY CENTER, HEXAGON TOWER,

DELAUNAYS ROAD, BLACKLEY, MANCHESTER, M9 8GQ UK

  

+44 (0) 161 721 1514

enquiries@Smartkem.com

 

 

PRESS RELEASE

 

 

“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

 

 

 

v3.24.1.1.u2

Cover	May 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2024
Entity File Number	001-42115
Entity Registrant Name	SmartKem, Inc.
Entity Central Index Key	0001817760
Entity Tax Identification Number	85-1083654
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Manchester Technology Center, Hexagon Tower
Entity Address, Address Line Two	Delaunays Road
Entity Address, Address Line Three	Blackley
Entity Address, City or Town	Manchester
Entity Address, Country	GB
Entity Address, Postal Zip Code	M9 8GQ
City Area Code	011-44-161
Local Phone Number	721-1514
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SMTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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