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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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 0800 316 2295 Robbie Campbell 33 Holborn, London, X0, EC1N 2HT 020 4509 1957 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/08/2025 (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 Ltd. | ||||||||
| 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)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 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 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025.
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: |
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| 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)
4.8 % | ||||||||
| 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 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the SEC on May 8th, 2025.
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 CENTER, MANCHESTER TECHNOLOGY CENTER, MANCHESTER,
UNITED KINGDOM
, M9 8GQ. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No.3") 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")) and as amended by Amendment No.2 thereto filed by the Reporting Persons on January 21, 2025, 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. 3 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Octopus Investments Limited | |
| (b) | 33 Holborn, London, EC1N 2HT | |
| (c) | Octopus Investments Limited | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The source of funds was working capital of Octopus Titan VCT Plc ("Octopus Titan") and the Octopus Investments Nominees Limited (the "Octopus Nominees").
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| 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. 2 to the Schedule 13D was filed by the Reporting Persons on January 21, 2025, there have been no acquisitions or dispositions by the Reporting Persons of shares of Common Stock of the Issuer. The percentage of Common Stock of the Issuer held by the Reporting Persons decreased as a result of an equity conversion of the Issuer's 835 Series A-1 Preferred Stock into an aggregate of (i) 690,788 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and (ii) Class C warrants to purchase 1,282,412 shares of Common Stock at an exercise price of $0.0001 per share. After giving effect to the Automatic Conversion, the Company had 4,431,165 shares of Common Stock issued and outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025.
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| (b) | No changes since Amendment No.2 filed on Jan 17th, 2025, whereby the information contained in Item 5(b) of the Schedule 13D was amended, and restated in Items 7, 8, 9 and 10. | |
| (c) | 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. | |
| (e) | The shares of Common Stock of the Issuer that may be deemed beneficially owned by 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. The percent of class collectively owned by Octopus Titan and Octopus Nominees, was calculated based on 4,431,165 shares of Common Stock of the Issuer outstanding, as disclosed in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on May 8th, 2025. On the Reporting Date (May 8th, 2025), the Reporting Persons ceased to beneficially own in excess of 5% of the Common Stock in the Issuer.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.9 - Current Report on Form 8-K dated May 8th, 2025, filed by the Issuer with the SEC on May 8th, 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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