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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):
October 6, 2025
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
8Delaunays 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 3.02 Unregistered
Sales of Equity Securities.
On October 7, 2025, SmartKem, Inc. (the “Company”)
entered into agreements with two consulting firms to provide investor relations related services to the Company, and in consideration
for such services, agreed to issue up 500,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per
share (the “Common Stock”), subject to certain restrictions. The Shares will be issued and sold in reliance upon the exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2)
of the Securities Act. The Company may enter into similar agreements in the future.
On July 1, 2025, the
Company issued 10,000 shares of Common Stock to a vendor as consideration for consulting services. Such issuance was exempt from registration
under 4(a)(2) of the Securities Act.
On August 1, 2025, the
Company issued 10,000 shares of Common Stock to a vendor as consideration for consulting services. Such issuance was exempt from registration
under 4(a)(2) of the Securities Act.
On September 2, 2025,
the Company issued 10,000 shares of Common Stock to a vendor as consideration for consulting services. Such issuance was exempt from registration
under 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
On October 6, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with Jericho
Energy Ventures Inc. (“Jericho”), an energy innovation company, to pursue a potential business combination (the “Proposed
Transaction”). Under the LOI, the Proposed Transaction would be structured as an all-stock business combination, effected through
either a share exchange or statutory merger, pursuant to which the Company would be the surviving legal entity and would continue as a
publicly listed company on The Nasdaq Stock Market (“Nasdaq”) (such surviving company, the “Combined Company”).
Upon the closing of the Proposed Transaction, Jericho stockholders would own 65% and Company stockholders prior to the Proposed Transaction
would own 35% of the fully diluted issued and outstanding equity securities of the Combined Company, subject to adjustment in certain
circumstances. Brian Williamson, the current chief executive officer of Jericho, would become the chief executive officer of the Combined
Company, and the board of directors of the Combined Company would be reconstituted to include a majority of members designated by Jericho,
subject to compliance with applicable requirements of Nasdaq and the Securities and Exchange Commission.
The LOI is non-binding,
and there can be no assurance that the Company and Jericho will ultimately enter into a definitive agreement for the Proposed Transaction,
that the Proposed Transaction will be consummated, or as to the timing or ultimate terms of any Proposed Transaction that may occur. Both
the Company and Jericho will need significant additional capital to complete the negotiation of the Proposed Transaction, obtain any required
stockholder approvals and ultimately complete the Proposed Transaction. The closing of the Proposed Transaction would be subject to significant
closing conditions, including the negotiation of the definitive agreement, the satisfactory completion of due diligence, required board
and stockholder approvals, and approval of continued listing by Nasdaq.
In the LOI, the
Company and Jericho have agreed to a 60-day exclusivity period to negotiate the terms of a definitive agreement, which exclusivity
period is terminable by either party under certain circumstances including, in the case of Jericho, if the Company does not purchase
Jericho common shares having a value of at least $500,000 on or prior to November 30, 2025. So long as the LOI is still
in effect, upon the earlier of (i) the Company’s chief financial officer’s good faith determination that the
Company has regained compliance with Nasdaq’s minimum stockholders’ equity requirement and (ii) the Company’s
issuance of securities (including upon exercise of outstanding convertible securities) for aggregate gross proceeds of not less than
$5,000,000, the Company will purchase from treasury Jericho common shares in an amount equal to the greater of (a) $500,000 and
(b) 10% of the gross proceeds of such issuances, subject to a cap of $1,000,000. There can be no assurance that the
circumstances necessary for the Company to satisfy the requirements for completion of the investment will occur.
No Offer or Solicitation
This Form 8-K does not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Transaction. This Form 8-K also
does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s
ability to (i) satisfy the requirements of the LOI, including obtaining the necessary additional capital required to purchase Jericho
common shares, (ii) negotiate a definitive agreement for the Proposed Transaction on the terms set forth in the LOI, (iii) satisfy
the conditions precedent to the Proposed Transaction, including the receipt of any required stockholder or Nasdaq approval, (iv) consummate
the Proposed Transaction on the terms set forth in the LOI, or (v) obtain the capital necessary to complete the negotiation and consummation
of the Proposed Transaction. These statements are based on various assumptions and on the current expectations of the Company’s
management and are not predictions of actual performance. These forward-looking statements are not intended to serve as, and must not
be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events
and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond
the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including: the Company’s
ability to enter into a definitive agreement with respect to the Proposed Transaction or consummate a Proposed Transaction; the risk that
the Company will not be able to obtain sufficient additional capital to make the required investment in Jericho common shares or to negotiation
and consummate the Proposed Transaction; the risk that the approval of the Company’s stockholders or Nasdaq for the Proposed Transaction
is not obtained; failure to realize the anticipated benefits of the Proposed Transaction, including as a result of a delay in consummating
the Proposed Transaction or difficulty in integrating the businesses of the Company and Jericho; those factors discussed in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors,” and other
documents of the Company filed, or to be filed, with the Securities and Exchange Commission. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s
expectations, plans, or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and
developments will cause the Company’s assessments to change. The Company specifically disclaims any obligation to update such forward-looking
statements unless legally obligated to do so. These forward-looking statements should not be relied upon as representing the Company’s
assessments as of any date subsequent to the date of this Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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: October 7, 2025 |
By: |
/s/ Barbra C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |
