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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) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2025
SmartKem, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42115 | 85-1083654 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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)) |
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 August 12, 2025, SmartKem, Inc. (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended June 30, 2025. 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 August 12, 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: August 12, 2025 | By: | /s/ Barbra C. Keck |
| Barbra C. Keck | ||
| Chief Financial Officer | ||
Exhibit 99.1
Smartkem Reports Second Quarter 2025 Financial Results
Manchester, England – Tuesday, August 12, 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 its financial results for the three and six months ended June 30, 2025.
Second quarter 2025 and recent highlights included:
| · | Introducing a 12.3-inch MicroLED Smart Backlight demonstration targeting next-generation automotive LCD displays. |
| · | Signing a preliminary joint development agreement with Manz Asia to co-develop inkjet dielectric inks for advanced chip packaging. |
| · | Forming a collaboration with Manz Asia to showcase inkjet-printed dielectric solutions for AI chip packaging at SEMICON Southeast Asia. |
| · | Securing a new UK patent for a MicroLED manufacturing process that enables wafer reuse and supports its expanding IP portfolio. |
| · | Presenting and exhibiting Smarkem’s MicroLED technologies at Display Week 2025, with CEO Ian Jenks speaking on commercialization opportunities. |
Second Quarter 2025 Financial Highlights:
| · | Cash and cash equivalents were $1.2 million as of June 30, 2025, compared to $7.1 million as of December 31, 2024. The company believes the cash balance at June 30, 2025 will be sufficient to fund operations through September 30, 2025. |
| · | Revenue was $32 thousand for the three months ended June 30, 2025, compared to $40 thousand for the same period of 2024, primarily as a result of sales of OTFT backplanes and TRUFLEX® materials for customer assessment and development purposes. |
| · | Operating expenses were $4.7 million for the three months ended June 30, 2025, compared to $3.0 million for the same period of 2024. The increase in operating expenses in Q2 2025 was due to a $1.5 million increase in R&D expenses primarily resulting from a $0.8 million increase in costs in the second quarter of 2025 pursuant to the terms of the extension of the CPI Framework agreement and higher personnel expenses as well as $0.6 million higher G&A expenses related to professional services, including $0.3 million in non-cash expenses. |
| · | Loss from operations was $4.4 million for the three months ending June 30, 2025, compared to $2.8 million for the same period of 2024. |
About Smartkem
Smartkem is seeking to change the world of electronics with a new class of transistors developed using its proprietary advanced semiconductor materials. Our TRUFLEX® semiconductor polymers enable low temperature printing processes that are compatible with existing manufacturing infrastructure to deliver low-cost, high-performance displays. Our semiconductor platform can be used in a range of display technologies including MicroLED, LCD and AMOLED, as well as in applications in advanced computer and AI chip packaging, sensors, and logic.
SMARTKEM LTD
MANCHESTER TECHNOLOGY CENTER, HEXAGON TOWER,
DELAUNAYS ROAD, BLACKLEY, MANCHESTER, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com
Smartkem designs and develops its materials at its research and development facility in Manchester, UK and provides prototyping services at the Centre for Process Innovation (CPI) in Sedgefield, UK. It operates a field application office in Hsinchu, Taiwan, close to collaboration partner, The Industrial Technology Research Institute (ITRI). Smartkem is developing a commercial-scale production process and Electronic Design Automation (EDA) tools to demonstrate the commercial viability of manufacturing a new generation of displays using its materials.
The company has an extensive IP portfolio including 140 granted patents across 17 patent families, 14 pending patents and 40 codified trade secrets.
For more information, visit our website or follow us on LinkedIn.
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.
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
SMARTKEM LTD
MANCHESTER TECHNOLOGY CENTER, HEXAGON TOWER,
DELAUNAYS ROAD, BLACKLEY, MANCHESTER, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com
SMARTKEM, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(in thousands, except number of shares and per share data)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 1,152 | $ | 7,141 | ||||
| Research and development tax credit receivable | 842 | 519 | ||||||
| Prepaid expenses and other current assets | 1,436 | 849 | ||||||
| Total current assets | 3,430 | 8,509 | ||||||
| Property, plant and equipment, net | 174 | 269 | ||||||
| Right-of-use assets, net | 678 | 120 | ||||||
| Other assets, non-current | — | 6 | ||||||
| Total assets | $ | 4,282 | $ | 8,904 | ||||
| Liabilities and stockholders’ (deficit) / equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 3,071 | $ | 1,791 | ||||
| Lease liabilities, current | 243 | 47 | ||||||
| Other current liabilities | 674 | 450 | ||||||
| Total current liabilities | 3,988 | 2,288 | ||||||
| Lease liabilities, non-current | 421 | 25 | ||||||
| Total liabilities | 4,409 | 2,313 | ||||||
| Contingencies (Note 7) | — | — | ||||||
| Stockholders’ (deficit) / equity: | ||||||||
| Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, 0 and 856 shares issued and outstanding, at June 30, 2025 and December 31, 2024, respectively | — | — | ||||||
| Common stock, par value $0.0001 per share, 300,000,000 shares authorized, 4,441,165 and 3,590,217 shares issued and outstanding, at June 30, 2025 and December 31, 2024, respectively | — | — | ||||||
| Additional paid-in capital | 123,201 | 122,316 | ||||||
| Accumulated other comprehensive loss | (4,174 | ) | (1,105 | ) | ||||
| Accumulated deficit | (119,154 | ) | (114,620 | ) | ||||
| Total stockholders' (deficit) / equity | (127 | ) | 6,591 | |||||
| Total liabilities and stockholders’ (deficit) / equity | $ | 4,282 | $ | 8,904 | ||||
SMARTKEM LTD
MANCHESTER TECHNOLOGY CENTER, HEXAGON TOWER,
DELAUNAYS ROAD, BLACKLEY, MANCHESTER, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com
SMARTKEM, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except number of shares and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 32 | $ | 40 | $ | 55 | $ | 40 | ||||||||
| Cost of revenue | 28 | 32 | 29 | 32 | ||||||||||||
| Gross profit | 4 | 8 | 26 | 8 | ||||||||||||
| Other operating income | 279 | 236 | 530 | 438 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | 2,426 | 1,158 | 3,923 | 2,434 | ||||||||||||
| General and administrative | 2,360 | 1,844 | 4,369 | 3,206 | ||||||||||||
| (Gain) / loss on foreign currency transactions | (131 | ) | 19 | (226 | ) | 32 | ||||||||||
| Total operating expenses | 4,655 | 3,021 | 8,066 | 5,672 | ||||||||||||
| Loss from operations | (4,372 | ) | (2,777 | ) | (7,510 | ) | (5,226 | ) | ||||||||
| Non-operating income / (expense) | ||||||||||||||||
| Gain / (loss) on foreign currency transactions | 1,970 | (243 | ) | 2,939 | (249 | ) | ||||||||||
| Change in fair value of the warrant liability | — | (81 | ) | — | 672 | |||||||||||
| Interest income / (expense) | 3 | 3 | 13 | 9 | ||||||||||||
| Total non-operating income / (expense) | 1,973 | (321 | ) | 2,952 | 432 | |||||||||||
| Loss before income taxes | (2,399 | ) | (3,098 | ) | (4,558 | ) | (4,794 | ) | ||||||||
| Income tax refund / (expense) | (1 | ) | (1 | ) | 24 | (1 | ) | |||||||||
| Net loss | $ | (2,400 | ) | $ | (3,099 | ) | $ | (4,534 | ) | $ | (4,795 | ) | ||||
| Preferred stock deemed dividends | — | — | — | (7,094 | ) | |||||||||||
| Net loss attributed to common stockholders | $ | (2,400 | ) | $ | (3,099 | ) | $ | (4,534 | ) | $ | (11,889 | ) | ||||
| Weighted average shares outstanding - basic and diluted | 8,070,836 | 3,157,334 | 7,364,145 | 2,946,354 | ||||||||||||
| Common share data: | ||||||||||||||||
| Basic net loss per common share | $ | (0.30 | ) | $ | (0.98 | ) | $ | (0.62 | ) | $ | (1.63 | ) | ||||
| Diluted net loss per common share | (0.30 | ) | (0.98 | ) | (0.62 | ) | (4.04 | ) | ||||||||
| Dividend per common share | — | — | — | (2.41 | ) | |||||||||||
| Net loss | $ | (2,400 | ) | $ | (3,099 | ) | $ | (4,534 | ) | $ | (4,795 | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation | (2,064 | ) | 174 | (3,069 | ) | 156 | ||||||||||
| Total comprehensive loss | $ | (4,464 | ) | $ | (2,925 | ) | $ | (7,603 | ) | $ | (4,639 | ) | ||||
##END##
SMARTKEM LTD
MANCHESTER TECHNOLOGY CENTER, HEXAGON TOWER,
DELAUNAYS ROAD, BLACKLEY, MANCHESTER, M9 8GQ UK
+44 (0) 161 721 1514
enquiries@smartkem.com