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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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SmartKem, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
83193D203 (CUSIP Number) |
Stephen Anderson 33 Holborn, London, X0, EC1N 2HT 44 (0) 800 316 2295 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/26/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 83193D203 |
| 1 |
Name of reporting person
Octopus Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
213,602.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
(1) With respect to Item 4, the source of funds was working capital of Octopus Titan VCT Plc ("Octopus Titan") and the Octopus Investments Nominees Limited (the "Octopus Nominees").
(2) With respect to Items 8, 10, and 11, the shares of Common Stock of the Issuer that may be deemed beneficially owned by Octopus Investments Limited ("Octopus Investments") are comprised of the following: (i) 211,895 shares of Common Stock of the Issuer held by Octopus Titan, and (ii) 1,707 shares of Common Stock of the Issuer held by the Octopus Nominees. Octopus Investments is the portfolio manager of Octopus Titan and the Octopus Nominees. By virtue of such relationship, Octopus Investments may be deemed to have voting and investment power with respect to the securities held by Octopus Titan and the Octopus Nominees. Octopus Investments disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Octopus Titan and the Octopus Nominees except to the extent of its indirect pecuniary interest therein.
(3) With respect to Item 13, the percent of class was calculated based on 3,562,173 shares of Common Stock of the Issuer outstanding, as disclosed in the Prospectus Supplement filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on December 18, 2024.
SCHEDULE 13D
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| CUSIP No. | 83193D203 |
| 1 |
Name of reporting person
Octopus Titan VCT Plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
211,895.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) With respect to Items 8, 10, and 11, the shares of Common Stock of the Issuer are directly held by Octopus Titan. Octopus Investments is the portfolio manager of Octopus Titan. By virtue of such relationship, Octopus Investments may be deemed to have voting and investment power with respect to the securities held by Octopus Titan. Octopus Investments disclaims beneficial ownership of the shares of Common Stock of the Issuer held by Octopus Titan except to the extent of its indirect pecuniary interest therein.
(2) With respect to Item 13, the percent of class was calculated based on 3,562,173 shares of Common Stock of the Issuer outstanding, as disclosed in the Prospectus Supplement filed by the Issuer with the SEC on December 18, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
SmartKem, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Manchester Technology Centre, Hexagon To, Delaunays Road, Blackley, Manchester,
UNITED KINGDOM
, M9 8GQ. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends the initial statement on Schedule 13D filed by the Reporting Persons on March 5, 2021, as amended by Amendment No. 1 thereto filed by the Reporting Persons on January 28, 2022 (as so amended, the "Schedule 13D"), relating to the Common Stock, par value $0.0001 per share ("Common Stock"), of SmartKem, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Item 11 and Item 13 on the cover pages hereto.
Since Amendment No. 1 to the Schedule 13D was filed by the Reporting Persons on January 28, 2022, there have been no acquisitions or dispositions by the Reporting Persons of shares of Common Stock of the Issuer. The number of shares held by the Reporting Persons decreased solely as a result of a reverse stock split of the Issuer's outstanding Common Stock at a ratio of 1-for-35, effective September 21, 2023 (the "Reverse Stock Split").
In addition, several issuances by the Issuer had a dilutive effect on the Reporting Persons' respective beneficial ownership percentages. In particular, the Reporting Persons' beneficial ownership percentages were materially reduced as a result of (i) the January 26, 2024 conversion of 4,220 shares of Series A-1 Convertible Preferred Stock, stated value $1,000 per share (the "Series A-1 Preferred Stock"), of the Issuer into 482,293 shares of Common Stock of the Issuer (the "Conversion"), resulting in 1,371,961 shares of Common Stock of the Issuer outstanding following the Conversion, and (ii) two concurrent private placement offerings of the Common Stock of the Issuer which closed on December 20, 2024 (the "Private Placements"), resulting in a total of 3,562,173 shares of the Issuer outstanding following the closings.
The foregoing descriptions of the Reverse Stock Split, the Conversion, and the Private Placements do not purport to be complete and are qualified in their entirety by reference to the Issuer's Current Reports on Form 8-K, filed September 20, 2023, January 29, 2024, and January 8, 2025, respectively, each of which are incorporated herein by reference to Exhibit 99.6, 99.7 and Exhibit 99.8 to this Schedule 13D, respectively. | |
| (b) | The information contained in Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(b) Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover pages hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover pages hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover pages hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover pages hereto. | |
| (c) | The information contained in Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past sixty days or since the most recent filing of Schedule 13D, whichever is less. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
Exhibit 99.6 - Current Report on Form 8-K dated September 19, 2023, filed by the Issuer with the SEC on September 20, 2023.
Exhibit 99.7 - Current Report on Form 8-K dated January 26, 2024, filed by the Issuer with the SEC on January 29, 2024.
Exhibit 99.8 - Current Report on Form 8-K dated January 8, 2025, filed by the Issuer with the SEC on January 8, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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