Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2022, the SmartKem, Inc. (the “Company”) appointed Nigel Prue,
the Company’s Finance Director, as the Company’s Chief Accounting Officer,
effective immediately, and he assumed the role of principal accounting officer.
Mr. Prue was designated as an executive officer of the Company and an “officer”
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
In connection with Mr. Prue’s appointment, Mr. Prue entered into a service
agreement (the “Prue Agreement”) the term of which will continue until
terminated (a) by either party giving not less than three months’ prior notice
in writing, (b) by the Company electing to make a “Payment in Lieu” whereby the
Company pays to Mr. Prue an amount equal to his salary which he would have been
entitled to receive during the notice period referenced in clause (a), or
(c) for “cause.” Pursuant to the Prue Agreement, Mr. Prue is entitled to an
annual base salary of £138,000 and to participate in the Company’s pension
program and death in service (life insurance) scheme.
The foregoing description of the Prue Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Prue
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Mr. Prue, 54, previously served as the Company’s Finance Director from April
2021. Prior to joining the Company, Mr. Prue served as the Director of Finance
EMEA & APAC from April, 2018 through January, 2021 and as the EMEA Financial
Controller from November 2015 through March 2018 at Global Eagle Entertainment,
Inc., a provider of connectivity and entertainment solutions for worldwide
mobility markets. Mr. Prue holds a Bachelor of Science in Physics from the
University of Exeter.
There is no family relationship between Mr. Prue and any director or executive
officer of the Company. There are no transactions between Mr. Prue and the
Company that would be required to be reported under Item 404(a) of Regulation
Item 7.01. Regulation FD.
On September 8, 2022, the Company issued a press release announcing Mr. Prue’s
appointment as Chief Accounting Officer. A copy of the press release is
attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K under Item 7.01, including
the information contained in Exhibit 99.1, is being furnished to the Securities
and Exchange Commission, and shall not be deemed to be “filed” for the 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, and shall not be
deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by a specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
99. Exhibit Description 10.1 Service Agreement, dated September 7, 2022, by and between SmartKem Limited and Nigel Prue. 99.1 Press Release, dated September 8, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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