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Proposed all-stock transaction goals to align JEV’s scalable power platform with Smartkem’s semiconductor improvements to energy subsequent technology AI knowledge facilities
Smartkem, Inc. (Nasdaq: SMTK), (“Smartkem”), an organization creating a brand new class of natural semiconductor know-how, at this time introduced that it has signed a non-binding Letter of Intent (“LOI”) with Jericho Power Ventures Inc. (TSX-V: JEV, OTC: JROOF) (“Jericho” or “JEV”), an power innovation firm, for a proposed all-stock enterprise mixture (the “Proposed Transaction”). If accomplished, the Proposed Transaction would set up a U.S.-owned and managed AI infrastructure firm, integrating low-cost home power with superior semiconductor packaging and supplies to assist the surging demand for AI compute capability.
AI Infrastructure on the Core
JEV is positioned on the intersection of power and AI, leveraging its high-capacity power framework, renewable innovation, and clear hydrogen applied sciences to supply resilient, low-cost energy for AI knowledge facilities. The contemplated transaction would combine Smartkem’s patented natural semiconductor platform into Jericho’s infrastructure to speed up:
- Power-efficient AI knowledge facilities engineered for next-generation workloads
- Superior AI chip packaging that reduces energy consumption and warmth
- Low-power optical knowledge transmission to allow sooner interconnects
- Conformable sensors for environmental monitoring and operational resilience
Management Commentary
“This proposed transaction positions Smartkem’s know-how on the middle of the biggest know-how build-out of our period,” stated Ian Jenks , Chairman and CEO of Smartkem. “We imagine this mixture gives the pathway for our patented supplies to achieve their full industrial potential inside next-generation AI infrastructure.”
“AI compute progress is driving unprecedented demand for U.S. energy and infrastructure,” stated Brian Williamson , CEO of Jericho Power Ventures. “By combining JEV’s scalable power platform with Smartkem’s semiconductor breakthroughs, we will ship a brand new technology of sooner, cleaner, and extra resilient AI knowledge facilities.”
“Collectively, JEV and Smartkem are creating a unified U.S. platform for AI knowledge facilities that pairs power resilience with superior semiconductors, a vertically built-in technique aimed toward driving sustainable progress and creating worth for shareholders,” stated Anthony Amato , Strategic Advisor to Smartkem.
Proposed Transaction Highlights Embrace:
- Vertical Integration: Creates a totally built-in platform spanning power provide and AI knowledge middle infrastructure.
- Excessive-Progress Market Publicity: Positions the mixed firm to capitalize on the high-growth forecast of U.S. energy demand for AI knowledge facilities.
- Complementary Innovation: Leverages JEV’s scalable power and infrastructure experience with Smartkem’s patented natural semiconductor supplies and OTFT applied sciences.
- Enhanced Knowledge Middle Effectivity: Permits low-power optical knowledge transmission, superior AI chip packaging, and conformable sensor arrays for environmental monitoring.
- U.S.-Owned & Managed: Ensures strategic know-how belongings are developed, deployed, and scaled beneath U.S. possession for international AI infrastructure companions.
- Management Synergies: Combines two skilled administration groups centered on commercializing disruptive improvements at scale.
Phrases of the Proposed Transaction
Underneath the LOI, the Proposed Transaction can be structured as an all-stock enterprise mixture, effected by way of both a share alternate or statutory merger, pursuant to which Smartkem can be the surviving authorized entity and would proceed as a publicly listed firm on The Nasdaq Inventory Market (“Nasdaq”) (such surviving firm, the “Mixed Firm”). Upon the closing of the Proposed Transaction, Jericho stockholders would personal 65% and Smartkem stockholders previous to the Proposed Transaction would personal 35% of the totally diluted issued and excellent fairness securities of the Mixed Firm, topic to adjustment in sure circumstances.
Brian Williamson , the present chief government officer of Jericho, would develop into the chief government officer of the Mixed Firm, and the board of administrators of the Mixed Firm can be reconstituted to incorporate a majority of members designated by Jericho, topic to compliance with relevant necessities of Nasdaq and the Securities and Trade Fee.
The LOI is non-binding, and there might be no assurance that Smartkem and Jericho will finally enter right into a definitive settlement for the Proposed Transaction, that the Proposed Transaction might be consummated, or as to the timing or final phrases of any Proposed Transaction that will happen. Each Smartkem and Jericho will want important extra capital to finish the negotiation of the Proposed Transaction, get hold of any required stockholder approvals and finally full the Proposed Transaction. The closing of the Proposed Transaction can be topic to important closing situations, together with the negotiation of the definitive settlement, the passable completion of due diligence, required board and stockholder approvals, and approval of continued itemizing by Nasdaq.
Within the LOI, Smartkem and Jericho have agreed to a 60-day exclusivity interval to barter the phrases of a definitive settlement, which exclusivity interval is terminable by both celebration beneath sure circumstances together with, within the case of Jericho, if Smartkem doesn’t buy Jericho widespread shares having a price of no less than US$500,000 on or previous to November 30, 2025 . As long as the LOI remains to be in impact, upon the sooner of (i) Smartkem’s chief monetary officer’s good religion dedication that Smartkem has regained compliance with Nasdaq’s minimal stockholders’ fairness requirement and (ii) Smartkem’s issuance of securities (together with upon train of excellent convertible securities) for combination gross proceeds of not lower than $5,000,000 , Smartkem will buy from treasury Jericho widespread shares in an quantity equal to the higher of (a) $500,000 and (b) 10% of the gross proceeds of such issuances, topic to a cap of $1,000,000 . There might be no assurance that the circumstances mandatory for Smartkem to fulfill the necessities for completion of the funding will happen.
About Smartkem
Smartkem is in search of to alter the world of electronics with a brand new class of transistors developed utilizing its proprietary superior semiconductor supplies. Our TRUFLEX® semiconductor polymers allow low temperature printing processes which might be appropriate with current manufacturing infrastructure to ship low-cost, high-performance shows. Our semiconductor platform can be utilized in a variety of show applied sciences together with MicroLED, LCD and AMOLED, in addition to in purposes in superior laptop and AI chip packaging, sensors, and logic.
Smartkem designs and develops its supplies at its analysis and improvement facility in Manchester, UK and gives prototyping companies on the Centre for Course of Innovation (CPI) in Sedgefield, UK. It operates a area software workplace in Hsinchu, Taiwan , near collaboration accomplice, The Industrial Expertise Analysis Institute (ITRI). Smartkem is creating a commercial-scale manufacturing course of and Digital Design Automation (EDA) instruments to display the industrial viability of producing a brand new technology of shows utilizing its supplies.
The corporate has an intensive IP portfolio together with 140 granted patents throughout 17 patent households, 14 pending patents and 40 codified commerce secrets and techniques.
For extra info, go to the Smartkem web site or comply with on LinkedIn .
About Jericho Power Ventures (JEV)
Jericho Power Ventures (JEV) is uniquely positioned on the nexus of power and AI infrastructure. Leveraging our long-producing oil and gasoline three way partnership belongings and strong Oklahoma infrastructure, we’re deploying scalable, on-site energy options to construct cutting-edge build-to-suit AI Knowledge Facilities . With direct entry to plentiful, low-cost pure gasoline, we ship environment friendly, high-performance power options — decreasing waste, maximizing output, and unlocking long-term worth within the quickly converging AI and power markets.
At JEV, our mission is obvious: to innovate relentlessly, optimize power assets, and energy tomorrow’s breakthroughs, one daring step at a time.
For extra info, go to the JEV web site or comply with on LinkedIn .
No Provide or Solicitation
This press launch doesn’t represent a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Transaction. This press launch additionally doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any state or jurisdiction wherein such supply, solicitation, or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Ahead-Wanting Statements
The disclosure herein contains sure statements that aren’t historic details however are forward-looking statements for functions of the secure harbor provisions beneath the U.S. Non-public Securities Litigation Reform Act of 1995. Ahead-looking statements typically are accompanied by phrases comparable to “imagine,” “could,” “will,” “estimate,” “proceed,” “anticipate,” “intend,” “anticipate,” “ought to,” “would,” “plan,” “predict,” “potential,” “appear,” “search,” “future,” “outlook,” and related expressions that predict or point out future occasions or tendencies or that aren’t statements of historic issues. These forward-looking statements embrace, however usually are not restricted to, statements relating to Smartkem’s capacity to (i) fulfill the necessities of the LOI, together with acquiring the required extra capital required to buy Jericho widespread shares, (ii) negotiate a definitive settlement for the Proposed Transaction on the phrases set forth within the LOI, (iii) fulfill the situations precedent to the Proposed Transaction, together with the receipt of any required stockholder or Nasdaq approval, (iv) consummate the Proposed Transaction on the phrases set forth within the LOI, or (v) get hold of the capital mandatory to finish the negotiation and consummation of the Proposed Transaction. These statements are primarily based on numerous assumptions and on the present expectations of Smartkem’s administration and usually are not predictions of precise efficiency. These forward-looking statements usually are not meant to function, and should not be relied on by any investor as, a assure, an assurance, a prediction, or a definitive assertion of truth or likelihood. Precise occasions and circumstances are troublesome or unattainable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of Smartkem. These forward-looking statements are topic to a variety of dangers and uncertainties, together with: Smartkem’s capacity to enter right into a definitive settlement with respect to the Proposed Transaction or consummate a Proposed Transaction; the chance that Smartkem won’t be able to acquire enough extra capital to make the required funding in Jericho widespread shares or to negotiation and consummate the Proposed Transaction; the chance that the approval of Smartkem’s stockholders or Nasdaq for the Proposed Transaction isn’t obtained; failure to appreciate the anticipated advantages of the Proposed Transaction, together with on account of a delay in consummating the Proposed Transaction or problem in integrating the companies of Smartkem and Jericho; these elements mentioned in Smartkem’s Annual Report on Kind 10-Ok for the fiscal yr ended December 31, 2024 beneath the heading “Threat Elements,” and different paperwork of Smartkem filed, or to be filed, with the Securities and Trade Fee. If the dangers materialize or assumptions show incorrect, precise outcomes may differ materially from the outcomes implied by these forward-looking statements. There could also be extra dangers that Smartkem presently doesn’t know or that Smartkem presently believes are immaterial that might additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements mirror Smartkem’s expectations, plans, or forecasts of future occasions and views as of the date hereof. Smartkem anticipates that subsequent occasions and developments will trigger Smartkem’s assessments to alter. Smartkem particularly disclaims any obligation to replace such forward-looking statements until legally obligated to take action. These forward-looking statements shouldn’t be relied upon as representing Smartkem’s assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
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SOURCE SmartKem, Inc.
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