MANCHESTER, England, Dec. 18,
2024 /PRNewswire/ -- Smartkem (Nasdaq: SMTK), which
is seeking to change the world of electronics using its disruptive
organic thin-film transistors (OTFTs), announced that it has priced
concurrent public and private offerings of its securities,
including shares of its common stock and common stock equivalents,
for an aggregate offering price of $7.65
million to new and existing investors.
1,449,997 registered shares of common stock and unregistered
Class D warrants to purchase up to 1,449,997 shares of common stock
are being sold to investors in concurrent public and private
offerings at a price of $3.00 per
share and related Class D warrant. Each investor will receive
one Class D warrant for each share purchased in the offering.
In a separate concurrent private placement, the Company is
selling 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 1,099,999 shares of common stock at a price of
$3.00 per share and related Class D
warrant and a price of $2.9999 per
pre-funded warrant and related Class D warrant. Each investor
will receive one Class D warrant for each share of common stock or
pre- funded warrant purchased in the offering.
The Class D warrants will be immediately exercisable upon
issuance at an exercise price of $3.00 per share and will expire on December 31, 2025. The pre-funded warrants
will be immediately exercisable at an exercise price of
$0.0001 per share and may be
exercised at any time until all of the pre-funded warrants have
been exercised in full.
The gross proceeds of the offerings described above are expected
to be $7.65 million before deducting
placement agent fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds of the
offerings for working capital and general corporate purposes.
Craig-Hallum Capital Group LLC is acting as the Company's
exclusive placement agent for the offerings.
The offerings are expected to close on December 20, 2024, subject to satisfaction of
customary closing conditions.
In connection with the offerings described above, the Company
has entered into a registration rights offering pursuant to which
it has agreed to register the shares of common stock issuable upon
the exercise of the Class D warrants and the pre-funded warrants
sold in the offerings and certain other securities for resale by
the holders thereof no later than the earlier of (i) the
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 common stock is being 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 to be filed with
the SEC. Copies of the prospectus supplement and the accompanying
base prospectus may be obtained, once available,
from Craig-Hallum Capital Group LLC, Attention: Equity Capital
Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by telephone at (612)
334-6300 or by email
at prospectus@chlm.com. Alternatively, copies of the
prospectus supplement and the accompanying base prospectus may be
obtained, once filed, for free at 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 any Smartkem securities.
About Smartkem
Smartkem is seeking to reshape the world of electronics with its
disruptive 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
that are compatible with existing manufacturing infrastructure to
deliver low-cost displays that outperform existing technology.
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 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, among other things, the
expected closing date of the offerings described herein and the
proceeds expected to be 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,"
"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 the ability of the Company to satisfy the conditions to
the closing of the offerings and the timing thereof, as well as
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.
Contacts:
Selena Kirkwood
Head of Communications for Smartkem
T: +44 (0) 7971 460 364
s.kirkwood@smartkem.com
U.S. Investors
David Barnard, CFA
Alliance Advisors Investor Relations
T: 1 415 433 3777
dbarnard@allianceadvisors.com
View original
content:https://www.prnewswire.com/news-releases/smartkem-prices-7-65-million-offering-302334962.html
SOURCE Smartkem
