Smartkem, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SMTK The Nasdaq Stock Mar
• $500,000 — ch the Company has to purchase at least $500,000 of Jericho common shares to prevent Jer

Filing Documents

• tm2531858d1_8k.htm (8-K) — 29KB
• 0001104659-25-114601.txt ( ) — 195KB
• tmb-20251120.xsd (EX-101.SCH) — 3KB
• tmb-20251120_lab.xml (EX-101.LAB) — 33KB
• tmb-20251120_pre.xml (EX-101.PRE) — 22KB
• tm2531858d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, on October 6, 2025, SmartKem, Inc. (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"). On November 20, 2025, the Company and Jericho entered into an amendment to the LOI (the "Amendment"), pursuant to which (i) the exclusivity period to negotiate the terms of a definitive agreement was extended to February 3, 2026 and (ii) the date by which the Company has to purchase at least $500,000 of Jericho common shares to prevent Jericho from having the right to terminate the LOI was extended to December 31, 2025. Except as amended by the Amendment, the terms of the LOI remain in full force and effect. 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 of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

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 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 t

View Full Filing

View this 8-K filing on SEC EDGAR