8-K
SmartKem, Inc. (SMTK)
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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) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2025
SmartKem, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42115 | 85-1083654 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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)) |
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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 (§230.405 of this chapter) or Rule 12b - 2 of the Securities Exchange Act of 1934 (§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 2.02. | Results of Operations and Financial Condition. |
|---|
On April 1, 2025, SmartKem, Inc. (the “Company”) issued a press release regarding the Company’s financial results for its fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 1, 2025. |
| 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: April 1, 2025 | By: | /s/ Barbra C. Keck |
| Barbra C. Keck | ||
| Chief Financial Officer |
Exhibit 99.1
| PRESS RELEASE |
|---|
Smartkem Reports Fourth Quarter and
Full Year 2024 Financial Results
Manchester, England – Tuesday, April 1, 2025 – Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, today provides a business update and reports financial results for the three and twelve months ended December 31, 2024.
Smartkem Chairman and CEO, Ian Jenks,com****mented: "During the fourth quarter of 2024, Smartkem made bold strides towards commercializing our advanced semiconductor materials, which enable flexible, transparent and lightweight MicroLED displays, an industry projected to grow to over$4 billion by 2030.^1^We delivered on every key milestone during the quarter, and in December, we raised $7.65 million in equity financing and received a $1.1 million grant from Innovate UK – critical funding to supercharge our momentum, expand our resources, and support our ongoing programs.
“Our commercialization strategy is built on three pillars:advancing our polymer materials, developing EDA tools, and establishing scalable manufacturing processes. Concentrating on executing this strategy, we established some key goals for 2025, which included:
| ü | Commencing development work on a rollable, transparent MicroLED display with<br>our partner, AUO; |
|---|---|
| ü | Completing first sale of our TRUFLEX® materials to Chip Foundation under<br>the terms of our co-development agreement; |
| --- | --- |
| ü | Extending Technology Transfer Agreement with RiTdisplay to transfer Smartkem’s<br>OTFT process from ITRI to RiTdisplay’s Gen2.5 line; |
| --- | --- |
| • | Entering into a joint development agreement for a “chip-first” MicroLED display; |
| --- | --- |
| • | Entering into additional collaboration and/or co-development agreements that further advance our technology toward commercialization;<br>and |
| --- | --- |
| • | Producing a demonstration of a MicroLED display using our OTFT technology. |
| --- | --- |
“Our early wins in 2025, including the project commencement with AUO and the first commercial sales of our TRUFLEX® advanced semiconductor materials show our focus on accelerating towards commercialization of our technology. We are well on our way to delivering further objectives set out including additional joint development agreements and product demonstrations at upcoming industry events. I look forward to updating you of our progress throughout the year as we continue to solidify our position as a global leader in organic transistor technology that has the potential to change the world of electronics,” added Jenks.
Smartkem Ltd
Manchester Technology Center, Hexagon Tower,
Delaunays Road, Blackley, Manchester, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com
| PRESS RELEASE |
|---|
Recent Business Highlights
| · | Advanced strategic partnership with RiTdisplay Corporation, a leading<br>developer of optoelectronic solutions, visual displays and passive-matrix OLED displays, in a new phase toward commercialization, including<br>the planned integration of Smartkem’s OTFT process on to RiTdisplay’s Gen 2.5 Pilot Line. |
|---|---|
| · | Positioned to unveil the first MicroLED-in-a-Package(MiP) Backlight using<br>Smartkem’s unique and proprietary technology at this year's Touch Taiwan conference in Taipei City, Taiwan which runs from April<br>16-18^th^ 2025. |
| --- | --- |
| · | Completed first sale of TRUFLEX^®^ semiconductor materials<br>to joint development partner, Chip Foundation, a manufacturer of semiconductor and integrated circuit devices, for use in the co-development<br>of a new generation of MicroLED-based backlight technology for Liquid Crystal Displays. |
| --- | --- |
| · | Signed multi-year agreement with FlexiIC, a company providing innovation<br>in the design of flexible integrated circuits and systems, to begin a new project to develop a new generation of CMOS for smart sensors. |
| --- | --- |
| · | Partnered with AUO, the largest display manufacturer in Taiwan, to<br>jointly develop the world's first advanced rollable, transparent MicroLED display. |
| --- | --- |
| · | Appointed Jonathan Watkins as Chief Operating Officer (COO), with<br>responsibility for global operations and strategic partnerships. |
| --- | --- |
| · | Participated at SEMICON® Korea 2025. |
| --- | --- |
Full Year 2024 Financial Highlights:
| · | Completed concurrent public and private offerings in December 2024<br>for aggregate proceeds of $7.65 million. |
|---|---|
| · | Received and accepted a £900,000 (USD 1.1 million) grant from<br>Innovate UK for a project partnership with AUO to develop a rollable, transparent MicroLED display. |
| --- | --- |
| · | Cash and cash equivalents were $7.1 million as of December 31, 2024,<br>compared to $8.8 million as of December 31, 2023. |
| --- | --- |
| · | Revenues were $82 thousand for the year ended December 31, 2024, up<br>compared to $27 thousand for the same period of 2023, primarily due to an increase in the sale of demonstrator products to potential partners,<br>as the company sought to expand its marketing efforts. |
| --- | --- |
| · | Operating expenses were $11.5 million for the year ended December<br>31, 2024, compared to $10.8 million for the same period of 2023. |
| --- | --- |
About Smartkem
Smartkem is seeking to change the world of electronics with a new class of transistor using its proprietary advanced semiconductor materials. Its technology can be used in a range of applications including MicroLED, LCD and AMOLED displays, as well as advanced computer and AI chip packaging, and a new type of sensor.
In seeking to enable the adoption and mass commercialization of MicroLED displays, Smartkem’s low temperature (80C) process allows its liquid transistors to be poured directly onto the MicroLEDs, eliminating many of the high-cost, low-yield manufacturing processes used in traditional production. This innovation reduces defects, enhances yield and integrates seamlessly into existing manufacturing infrastructure, making MicroLED displays more commercially viable across sectors including smartphones, wearables, automatives and digital signage.
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 138 granted patents across 17 patent families, 16 pending patents and 40 codified trade secrets. For more information, visit our website or follow us on LinkedIn.
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, 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.
Industry Representatives and Media
Selena Kirkwood
Head of Communications for Smartkem
T: +44 (0) 7971 460 364
s.kirkwood@smartkem.com
Analysts and Investors
David Barnard, CFA
Alliance Advisors Investor Relations
T: 1 415 433 3777
dbarnard@allianceadvisors.com
^1^ 2024 Omdia Report
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, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except number of shares and per share data)
| December 31, | |||||
|---|---|---|---|---|---|
| 2023 | |||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 7,141 | $ | 8,836 | ||
| Accounts receivable | — | 268 | |||
| Research and development tax credit receivable | 519 | 610 | |||
| Prepaid expenses and other current assets | 849 | 811 | |||
| Total current assets | 8,509 | 10,525 | |||
| Property, plant and equipment, net | 269 | 455 | |||
| Right-of-use assets, net | 120 | 285 | |||
| Other assets, non-current | 6 | 7 | |||
| Total assets | 8,904 | $ | 11,272 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable and accrued expenses | 1,791 | $ | 1,178 | ||
| Lease liabilities, current | 47 | 230 | |||
| Other current liabilities | 450 | 360 | |||
| Total current liabilities | 2,288 | 1,768 | |||
| Lease liabilities, non-current | 25 | 19 | |||
| Warrant liability | — | 1,372 | |||
| Total liabilities | 2,313 | 3,159 | |||
| Commitments and contingencies (Note 7) | — | — | |||
| Stockholders’ equity: | |||||
| Preferred stock, par value 0.0001 per share, 10,000,000 shares authorized, 856 and 13,765 shares issued and outstanding, at December 31, 2024 and December 31, 2023, respectively | — | — | |||
| Common stock, par value 0.0001 per share, 300,000,000 shares authorized, 3,590,217 and 889,668 shares issued and outstanding, at December 31, 2024 and December 31, 2023, respectively | — | — | |||
| Additional paid-in capital | 122,316 | 104,757 | |||
| Accumulated other comprehensive loss | (1,105 | ) | (1,578 | ) | |
| Accumulated deficit | (114,620 | ) | (95,066 | ) | |
| Total stockholders' equity | 6,591 | 8,113 | |||
| Total liabilities and stockholders’ equity | 8,904 | $ | 11,272 |
All values are in US Dollars.
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, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and ComprehensiveLoss
(in thousands, except number of shares and per share data)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue | $ | 82 | $ | 27 | ||
| Cost of revenue | 32 | 23 | ||||
| Gross profit | 50 | 4 | ||||
| Other operating income | 1,017 | 836 | ||||
| Operating expenses | ||||||
| Research and development | 5,111 | 5,556 | ||||
| General and administrative | 6,342 | 5,188 | ||||
| (Gain)/loss on foreign currency transactions | 78 | 87 | ||||
| Total operating expenses | 11,531 | 10,831 | ||||
| Loss from operations | (10,464 | ) | (9,991 | ) | ||
| Non-operating income/(expense) | ||||||
| Gain/(loss) on foreign currency transactions | (544 | ) | 1,213 | |||
| Transaction costs allocable to warrants | — | (198 | ) | |||
| Change in fair value of the warrant liability | 672 | 465 | ||||
| Interest income/(expense) | 7 | 12 | ||||
| Total non-operating income/(expense) | 135 | 1,492 | ||||
| Loss before income taxes | (10,329 | ) | (8,499 | ) | ||
| Income tax expense | (1 | ) | — | |||
| Net loss | $ | (10,330 | ) | $ | (8,499 | ) |
| Preferred stock deemed dividends | (9,224 | ) | — | |||
| Net loss attributed to common stockholders | $ | (19,554 | ) | $ | (8,499 | ) |
| Weighted average shares outstanding - basic and diluted | 3,260,127 | 1,344,892 | ||||
| Basic and diluted net loss per common share attributed to common stockholders | $ | (6.00 | ) | $ | (6.32 | ) |
| Net loss | $ | (10,330 | ) | $ | (8,499 | ) |
| Other comprehensive loss: | ||||||
| Foreign currency translation | 473 | (1,095 | ) | |||
| Total comprehensive loss | $ | (9,857 | ) | $ | (9,594 | ) |
##END##
Smartkem Ltd
Manchester Technology Center, Hexagon Tower,
Delaunays Road, Blackley, Manchester, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com