Smartkem (Nasdaq: SMTK), which aims to transform the world of electronics with its groundbreaking organic thin film transistors (OTFTs), announced that it has completed its previously announced concurrent public and private offerings of securities, including common stock and common stock equivalents, for aggregate gross proceeds of $7. $65 million.
Smartkem issued 1,449,997 registered shares of common stock and unregistered Class D warrants to purchase up to 1,449,997 shares of common stock to investors in simultaneous public and private offerings at a price of $3.00 per share and associated Class D warrant to each investor received one Class D warrant for each share purchased in the public offering.
As part of the separate concurrent private placement, the Company sold to certain institutional investors, including existing investors in the Company, 169,784 unregistered shares of common stock, unregistered pre-funded warrants to purchase up to 930,215 shares of common stock and unregistered Class D warrants to purchase up to 1,099 shares. 999 shares of common stock priced at $3.00 per share and associated Class D warrant and at a price of $2.9999 per pre-funded warrant and associated Class D warrant. Each investor received one Class D warrant for each share of common stock or pre-funded warrant purchased in the offering.
The Class D warrants are exercisable immediately at an exercise price of $3.00 per share and expire on December 31, 2025. The Prefunded Warrants are exercisable immediately at an exercise price of $0.0001 per share and may be exercised at any time until all Prefunded Warrants have been exercised in full.
The gross proceeds of the offerings described above were $7.65 million, before deducting finder’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for working capital and general corporate purposes.
Craig-Hallum Capital Group LLC acted as the Company’s exclusive placement agent for the offerings.
In connection with the offerings described above, the Company has completed a registration rights offering pursuant to which it has agreed to sell the shares of common stock issued pursuant to the private placement, the shares of common stock issued upon exercise of the Class D warrants and pre-funded warrants sold in the offerings and certain other securities for resale by the holder thereof no later than (i) the tenth day following the filing of the Company’s annual report on Form 10-K for the period ended December 31 the year ending 2024 or (ii) on April 25, 2025, whichever is earlier.
The sale of the registered common shares was made pursuant to Smartkem’s effective shelf registration statement on Form S-3 (File No. 333- 281608), including a base prospectus filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 22, 2024, and a prospectus supplement dated December 18, 2024 filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, call (612) 334-6300 or email at prospectus@chlm.com. Copies of the prospectus supplement and the accompanying base prospectus may also be obtained free of charge on the SEC’s EDGAR website at www.sec.gov be requested.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase Smartkem securities.
Information about Smartkem
Smartkem aims to reshape the world of electronics with its organic thin film transistors (OTFTs), which have the potential to revolutionize the display industry. Smartkem’s patented TRUFLEX® liquid semiconductor polymers can be used to produce a new type of transistor that can be used in a range of display technologies, including the next generation of micro-LED displays. Smartkem’s organic inks enable low-temperature printing processes that are compatible with existing production infrastructure to deliver cost-effective displays that outperform existing technology.
Smartkem develops its materials at its research and development facility in Manchester, UK, and offers prototyping services at the Center for Process Innovation (CPI) in Sedgefield, UK. It has an outdoor applications office in Taiwan. The company has an extensive IP portfolio with 138 issued patents from 18 patent families, 16 pending patents and 40 codified trade secrets.
Forward-Looking Statements
All statements in this press release that are not historical are forward-looking statements, including, without limitation, the expected use of proceeds from the offerings. These statements are not historical facts, but 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 related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. They should not be placed in undue reliance on forward-looking statements involve known and unknown risks, uncertainties and assumptions that are difficult or impossible to predict and, in some cases, are beyond the Company’s control. Actual results may differ due to a number of factors, including those contained in the filings The company’s filings with the Securities and Exchange Commission may differ materially from those set forth in the forward-looking statements. The company assumes no obligation to revise or update the information in this release to reflect future events or circumstances, even if new information is disclosed available become.
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