Smartkem and Jericho Energy Ventures Sign Letter Of Intent to Create U.S.-Owned, AI-Focused Infrastructure Company

Executive Summary

• Smartkem, Inc. has signed a non‑binding Letter of Intent with Jericho Energy Ventures (JEV) to create a U.S.–owned AI infrastructure company through an all‑stock transaction.
• Under the proposed terms, JEV shareholders would own ~65% and existing Smartkem shareholders ~35% of the combined entity; Jericho’s CEO would become CEO of the combined company.
• The LOI includes a 60‑day exclusivity period and conditional purchase commitments tied to Smartkem raising at least $5 M and regaining Nasdaq equity compliance.

Key Details

• Transaction Structure: All‑stock business combination; either share exchange or statutory merger with Smartkem as surviving entity listed on Nasdaq.
• Equity Ownership Post‑Closing: Jericho shareholders ~65%; pre‑transaction Smartkem shareholders ~35% (subject to adjustments).
• Management & Governance: Brian Williamson (Jericho CEO) will become CEO of the combined company; board reconstituted with a majority appointed by Jericho, subject to Nasdaq and SEC requirements.
• Exclusivity & Conditions: 60‑day exclusivity period; can be terminated if Smartkem does not purchase at least US$500,000 of Jericho common shares by Nov 30 2025 or fails to meet other conditions.
• Capital Requirements for Smartkem: Must (i) regain Nasdaq minimum stockholders’ equity compliance (as determined in good faith by CFO) and/or (ii) issue securities raising ≥ $5 M; then must purchase Jericho shares equal to the greater of $500,000 or 10% of gross proceeds, capped at $1 M.
• Strategic Rationale: Combine Smartkem’s organic semiconductor/OTFT technology with Jericho’s scalable energy platform and clean‑hydrogen solutions to deliver low‑cost, energy‑efficient AI data centers, advanced chip packaging, low‑power optical interconnects, and conformable environmental sensors.
• Market Positioning: Aims to address surging U.S. power demand for AI compute workloads; creates a vertically integrated, U.S.–controlled platform for next‑generation AI infrastructure.
• Non‑Binding Nature: LOI is non‑binding; no guarantee of definitive agreement, timing, or ultimate terms. Completion subject to due diligence, board and shareholder approvals, Nasdaq listing compliance, and other closing conditions.

Notable Quotes

• “This proposed transaction positions Smartkem's technology at the center of the largest technology build‑out of our era,” – Ian Jenks, Chairman & CEO, Smartkem.
• “AI compute growth is driving unprecedented demand for U.S. power and infrastructure… we can deliver a new generation of faster, cleaner, and more resilient AI data centers,” – Brian Williamson, CEO, Jericho Energy Ventures.
• “Together, JEV and Smartkem are developing a unified U.S. platform for AI data centers that pairs energy resilience with advanced semiconductors…” – Anthony Amato, Strategic Advisor, Smartkem.