smartkem公司美股招股说明书(2025-05-07版)

(i)169,784 shares of our common stock issued in our private placement offering that closed on December20, 2024 (the 2024 (the “RD Offering” and together with the PIPE, the “Offerings”), including shares of our common stock issuable uponthe exercise of pre-funded warrants into which the ClassD Warrants are exercisable in certain circumstances; (iv)127,499 shares of our common stock issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued toCraig-Hallum Capital Group LLC, our placement agent in connection with the Offerings; (v)1,875,324 shares of our common stock issuable upon the conversion of our SeriesA-1 Convertible Preferred Stock, StatedValue $10,000 per share (the “SeriesA-1 Preferred Stock”), that became issuable as a result of the reduction of the conversionprice of the SeriesA-1 Preferred Stock to $4.34 in connection with our 2024 restructuring transactions (the “2024Restructuring”), which includes shares of our common stock that may become issuable upon the exercise of ClassC Warrants (vi)750,000 shares of our common stock issuable upon the exercise of ClassC Warrants (the “Release Warrants”) issued to TheHewlett Fund LPin connection with the release of certain claims by The Hewlett Fund LP in connection with the 2024 We will not receive any proceeds from the sale or other disposition of the shares of our common stock by the SellingStockholders. The Selling Stockholders may sell or otherwise dispose of the shares of our common stock offered by this prospectusfrom time to time through the means described in this prospectus under the caption “Plan of Distribution.” We have borne and will common stock on the Nasdaq Capital Market on May 6, 2025 was $2.24 per share. Investing in our common stock involves a high degree of risk. Before making an investment decision, you should reviewthe information contained under the heading “Risk Factors” in our most recent Annual Report on Form10-K as such risk by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with theSecurities and Exchange Commission. these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminalThe date of this prospectus is May 7, 2025 ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGSRISK FACTORS SELLING STOCKHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIES INCORPORATION OF CERTAIN INFORMATION BY REFERENCE representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose isrequired. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observeany restrictions relating to, the offering of our securities covered hereby and the distribution of this prospectus outside the United We may also provide a prospectus supplement to add information to, or update or change information contained in, thisprospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information towhich we refer you in the sections of this prospectus entitled “Additional Information”and “Incorporation of Certain Information byReference.” 1 information that you should consider before making an investment decision. You should read this entire prospectus, including the“Risk Factors” section on page5 of this prospectus and the disclosures to which that section refers you, the financial statements andrelated notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus beforeinvesting in any of the securities described in this prospectus. high-performance displays. Our semiconductor platform can be used in a range of display technologies including MicroLED,miniLED and AMOLED, as well as in applications in advanced chip packaging, sensors and logic.Implications of Being an Emerging Growth Company and a Smaller Reporting Company As a company with less than $1.235 billion in revenue during our last fiscalyear, we qualify as an “emerging growthcompany” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as a “smaller reporting company” underapplicable SEC regulations. An emerging growth company and a smaller reporting company may take advantage of reduced reportingrequirements that are otherwise applicable to public companies. These provisions include, but are not limited to: amended (the “Securities Act”), upon issuance of a new or revised accounting standard that applies to