Smartkem SEC Filings

SmartKem, Inc. (SMTK) reports that it has amended its non-binding letter of intent with Jericho Energy Ventures Inc. covering a potential business combination. The amendment extends the exclusivity period to negotiate a definitive agreement to February 3, 2026 and pushes the deadline for SmartKem to purchase at least $500,000 of Jericho common shares to December 31, 2025, which is required to prevent Jericho from gaining a right to terminate the LOI. All other terms of the LOI remain in effect, and the update underscores that any transaction is still subject to funding, negotiation of definitive terms, required approvals, and other closing conditions.

SmartKem, Inc. furnished a Form 8‑K announcing it issued a press release covering financial results for the fiscal quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and incorporated by reference.

The information under Item 2.02 and Exhibit 99.1 is expressly designated as furnished, not filed, under the Exchange Act. The company’s common stock trades on Nasdaq under the symbol SMTK.

SmartKem, Inc. (SMTK) filed its quarterly report and highlighted severe liquidity pressure and operational disruption. The company posted a net loss of $3.9 million for the quarter and $8.5 million year‑to‑date. Cash and cash equivalents were $0.9 million as of September 30, 2025, with net cash used in operating activities of $6.3 million for the nine months.

Accounts payable and accrued expenses rose to $4.9 million, and management disclosed substantial doubt about continuing as a going concern. The company ceased prototyping at CPI following a cost dispute and loss of facility access, and is evaluating alternatives, including ITRI in Taiwan. Subsequent to quarter‑end, SmartKem raised $1.0 million of bridge financing via $1.1 million Senior Secured Notes due April 30, 2026 and issued 400,000 five‑year warrants at an exercise price of $2.75 per share.

SmartKem also signed a non‑binding LOI to pursue an all‑stock combination with Jericho Energy Ventures, envisioning post‑close ownership of 65% Jericho / 35% SmartKem, subject to customary conditions and financing. Shares outstanding were 6,134,963 as of November 11, 2025.

SmartKem, Inc. entered into a private placement, issuing senior secured notes with an aggregate principal amount of $1,100,000 and warrants exercisable for up to 400,000 shares at $2.75 per share for an aggregate purchase price of $1,000,000. The notes mature on April 30, 2026, bear no interest unless an event of default occurs (then up to 10% per annum or the legal maximum), and are not convertible.

The company and its subsidiaries granted a security interest in substantially all assets to the collateral agent. The warrants are immediately exercisable, expire five years from issuance, and include cash and, in certain cases more than six months after issuance, cashless exercise; exercises are limited by a 4.99% (or 9.99% at holder election) beneficial ownership cap. Purchasers received piggy-back registration rights.

Separately, the company disclosed it has significantly curtailed operations and delayed vendor payments due to the need for additional capital, with accounts payable increasing significantly since June 30, 2025, and that it will require significant additional capital to pay vendors and resume normal operations.

SmartKem, Inc. amended terms with certain holders of securities from its June 2023 private placement. Effective October 13, 2025, the Amendment Agreement lowers the price at which a “Lower Price Issuance” would be deemed to occur, changing it from $4.00 to $2.75. This update modifies when the contract’s pricing provision is triggered under the existing Purchase Agreement dated June 14, 2023.

SmartKem, Inc. reported unregistered equity issuances and a potential strategic transaction. The company agreed to issue up to 500,000 shares of common stock to two consulting firms for investor relations services under an exemption from registration. It also previously issued 10,000 shares on each of July 1, August 1, and September 2, 2025 to vendors as payment for consulting work, also relying on a registration exemption.

The company signed a non-binding letter of intent with Jericho Energy Ventures Inc. for an all-stock business combination in which Jericho stockholders would own 65% and current SmartKem stockholders 35% of the fully diluted equity of the combined company. SmartKem would remain the Nasdaq-listed surviving entity, with Jericho’s chief executive officer leading the combined company and Jericho designating a majority of the board, subject to regulatory requirements. The LOI includes a 60-day exclusivity period and contemplates SmartKem purchasing Jericho common shares from treasury in an amount tied to regaining Nasdaq stockholders’ equity compliance or raising at least $5,000,000, with purchase amounts between $500,000 and $1,000,000. The parties emphasize there is no assurance a definitive agreement or closing will occur due to multiple financing, approval, and diligence conditions.

SmartKem, Inc. (SMTK) director Joseph Christopher Lizzio reported a sale of 150,000 shares on 09/10/2025 coded as a G transaction (price reported as $0), leaving him with 419,000 shares beneficially owned. The Form 4 was signed 09/25/2025 and indicates the filing is by one reporting person. No derivative transactions or additional details are disclosed in this filing.