MANCHESTER, England, December 23, 2024 /PRNewswire/ — Smartkem (Nasdaq: SMTK), which seeks to change the world of electronics with its organic thin film transistors (OTFTs), announced that it has completed its previously announced simultaneous public and private offerings of its securities, including ordinary shares and ordinary share equivalents, for an aggregate total gross proceeds of $7.65 million.
Smartkem has 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 from investors in simultaneous public and private offerings at a price of $3.00 per share and the associated class D warrants. Each investor received one Class D warrant for each share purchased in the public offering.
In a separate concurrent private placement, the Company sold to certain institutional investors, including existing investors of the Company, 169,784 shares of unregistered common stock, pre-funded unregistered warrants to purchase up to 930,215 shares of common stock and unregistered Class D warrants to purchase up to 1,099,999 shares of common stock at a price of $3.00 per share and associated class D warrant and a price of $2.9999 by pre-funded subscription warrant and associated class D subscription warrant. Each investor received one Class D warrant for each share of common stock or pre-funded warrant purchased in the offering.
Class D warrants are immediately exercisable at an exercise price of $3.00 per share and expires on December 312025. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share and may be exercised at any time until all pre-funded warrants have been fully exercised.
The gross proceeds from the offers described above were $7.65 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offerings for its 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 entered into a registration rights offering pursuant to which it agreed to register the shares of common stock issued in the private placement, with the shares of common stock issuable upon the exercise of class D warrants. and the pre-funded warrants sold as part of the offerings and certain other securities intended for resale by their holders no later than the earliest of the following dates: (i) 10th day after the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2024 or (ii) April 25, 2025.
The sale of the registered shares of ordinary shares was carried out in accordance with Smartkem’s current pre-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 dated prospectus supplement 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, Minnesota 55402, by telephone at (612) 334-6300 or by email at prospectus@chlm.com. Alternatively, copies of the prospectus supplement and accompanying base prospectus may be obtained free of charge from the SEC’s EDGAR website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy Smartkem securities.
About Smartkem
Smartkem seeks to reshape the world of electronics with its revolutionary organic thin film transistors (OTFTs) that have the potential to revolutionize the display industry. Smartkem’s patented TRUFLEX® liquid semiconductor polymers can be used to make a new type of transistor that can be used in a number of display technologies, including next-generation microLED displays. Smartkem’s organic inks enable low-temperature printing processes compatible with existing manufacturing infrastructure to deliver low-cost displays that outperform existing technology.
Smartkem develops its materials in its research and development center in Manchester, United Kingdom and provides prototyping services at the Center for Process Innovation (CPI) in Sedgefield, UK. It has a field application office at Taiwan. The Company has an extensive intellectual property portfolio including 138 granted patents across 18 patent families, 16 pending patents and 40 codified trade secrets.
Forward-looking statements
All statements contained in this press release that are not historical are forward-looking statements, including, among other things, the anticipated use of proceeds received from the Offerings. 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”, “have l “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. 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 due to 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 the information contained in this release to reflect future events or circumstances, even if new information becomes available.
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SOURCE SmartChem
