What changed in this filing

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Item 9A. Controls and Procedures

2022-03-28 compared with 2021-02-19 · 522 added, 554 removed, 8 unchanged (99% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls are procedures that

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

As the Company is a shell company with no or nominal business operations, Mr.

Jacobs would immediately

become aware of matters that would require disclosure under the Exchange Act.

In connection with the preparation of this

Form 10-K, management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated

the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)

and 15d-15(e)).

Based on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls

and procedures were effective, as of the end of the period covered by this Form 10-K.

Management’s Annual Report on Internal Control over

Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2020, using the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework version

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of

December 31, 2020.

This Annual Report on Form 10-K does not

include an attestation report of our independent registered public accounting firm, regarding internal controls over financial

Our internal control over financial reporting was not subject to such attestation as we are a “smaller reporting

company”

as defined by Item 10 of Regulation S-K.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal

control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15

under the Exchange Act that occurred during the period covered by this 10-K that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Control

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues,

if any, within a company have been detected.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

As of the end of the year covered by this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act.

Based upon, and as of the date of, this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2021 were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Report, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2020 and for interim reporting periods during the year ended December 31, 2021, our management and our independent registered public accounting firm identified material weaknesses related to (i) the fact that certain members of our finance team and personnel are able to operate across a number of different functions and have user access that gives rise to segregation of duties risks in connection with our information technology infrastructure and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place, or not operating effectively.

Under the direction of the Audit Committee, management has developed a plan of remediation to the overall design and operation of our internal control environment, as well as to policies and procedures to improve the overall

effectiveness of internal controls in the final quarter of the year ending December 31, 2021.

Under the remediation plan, we;

● recruited additional finance personnel including those with expertise in generally accepted accounting principles and controls over financial reporting;

● implemented measures to restrict system access, designed and operated enhanced controls including IT General Controls;

● documented the policies and procedures covering our accounting and reporting functions;

● engaged external advisors to provide expert assistance with these efforts and with the evaluation of the effectiveness of our internal controls over financial reporting.

Management believes that progress continues to be made towards improving the effective internal control environment, on a quarterly basis, as we continue to design and implement common policies, IT general controls, procedures and controls for financial reporting.

We have many individual policies, procedures and controls already in place and appropriate financial systems has been implemented to establish an effective internal control environment.

As of December 31, 2021, management, with the participation of our Chief Executive Officer and Chief Financial Officer, have determined that the material weaknesses identified in prior years and in the first three quarters of 2021 have been remediated.

Under the direction of the Audit Committee, management will continue to review and make necessary changes to the overall design of our internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal controls during each of the quarters and the year ending December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for nonaccelerated filers and emerging growth companies from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance

Our officers and directors and additional information concerning

them are as follows:

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Mark Tompkins

Ian Jacobs has served as

the Company’s President, Secretary, Chief Executive Officer, Chief Financial Officer and Director since inception.

has also served as President, Secretary, Chief Executive Officer, Chief Financial Officer and a Director of Parc Investments, Inc.,

since August 21, 2020, and of Laffin Acquisition Corp.

and of Patricia Acquisition Corp since November 9, 2020.

Jacobs previously

served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation,

now known as Exicure, Inc., from February 2017 until September 2017, of Lola One Acquisition Corporation, now known as Amesite

Inc., from April 2017 until April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc., from June 2017 to

February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc., from March 2018 to June 2020, and of Malo Holdings

Corporation, now known as Augmedix, Inc., from December 2018 to October 2020.

Jacobs has also been an associate of Montrose

Capital Partners Limited, or Montrose Capital, since 2008.

Montrose Capital is a privately held company, which focuses on identifying

public markets venture capital investment opportunities in high growth early stage companies.

Montrose Capital is a sector agnostic

privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including

in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

Jacobs received a B.S.

in Finance from

the University of South Florida.

Jacobs’

past experience identifying investment opportunities and investing in early

stage companies will be beneficial to the Company as it seeks to identify a business combination target which led to the conclusion

that he should serve as a director of the Company.

Mark Tompkins has served

as a director of the Company since inception.

Tompkins has also served as a Director of Parc Investments, Inc., since August

21, 2020, and of Laffin Acquisition Corp.

and of Patricia Acquisition Corp since November 9, 2020.

Tompkins previously served

as a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc., from February 2017 until September 2017, of Lola One

Acquisition Corporation, now known as Amesite Inc., from April 2017 until April 2018, of Peninsula Acquisition Corporation, now

known as Transphorm, Inc., from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.,

from March 2018 to June 2020, and of Malo Holdings Corporation, now known as Augmedix, Inc., from December 2018 to October 2020.

Tompkins is a founder of Montrose Capital and has served as its President since its inception in 2001.

Montrose Capital is

a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early

stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal

owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics,

and technology.

Tompkins’

past experience identifying investment opportunities and investing in early stage companies

will be beneficial to the Company as it seeks to identify a business combination target which led to the conclusion that he should

serve as a director of the Company.

Significant Employees

Family Relationships

Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy

act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity

of any director, executive officer, promoter or control person of the Company during the past ten years.

The Company does not have any standing

Conflicts of Interest

There are no binding guidelines or procedures

for resolving potential conflicts of interest.

Failure by management to resolve conflicts of interest in favor of the Company could

result in liability of management to the Company.

However, any attempt by stockholders to enforce a liability of management to

the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics

The Company has not at this time adopted

a Code of Ethics pursuant to rules described in Regulation S-K.

The Company has two persons who are the only stockholders and who

serve as the directors and officers.

The Company has no operations or business and does not receive any revenues or investment

The adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of

conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such

code applied.

Furthermore, because the Company does not have any activities, there are no activities or transactions which would

be subject to this code.

At the time the Company enters into a business combination, the current officers and directors will recommend

to any new management that such a code be adopted.

The Company does not maintain an Internet website on which to post a code of

Corporate Governance

For reasons similar to those described

above, the Company does not have a nominating nor audit committee of the board of directors.

At this time, the Company consists

of two stockholders who serve as the corporate directors and officers.

The Company has no activities, and receives no revenues.

At such time that the Company enters into a business combination and/or has additional stockholders and a larger board of directors

and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and

an audit committee.

Because there are only two stockholders of the Company, there is no established process by which stockholders

to the Company can nominate members to the Company’s board of directors.

Similarly, however, at such time as the Company

has more stockholders and an expanded board of directors, the new management of the Company may review and implement, as necessary,

procedures for stockholder nomination of members to the Company’s board of directors.

Executive Compensation.

The following table sets forth the cash

and other compensation paid by the Company to its named executive officer and directors during the period from inception (May 13,

2020) through the date of this filing.

Name and Position

Ian Jacobs (1)

President, Secretary, Chief Financial Officer and Director

Mark Tompkins (2)

Ian Jacobs was appointed to serve as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company on May 13, 2020.

Mark Tompkins was appointed to serve as a director of the Company on May 13, 2020.

The following compensation discussion addresses

all compensation awarded to, earned by, or paid to the Company’s named executive officers.

The Company’s officer and

directors have not received any cash or other compensation since inception through the date of this filing.

No compensation of

any nature has been paid for on account of services rendered by a director in such capacity.

It is possible that, after the Company

successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members

of our management for the purposes of providing services to the surviving entity.

No retirement, pension, profit sharing,

stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Except as otherwise disclosed herein, there

are currently no understandings or agreements regarding compensation our management will receive after a business combination.

The following table sets forth the names, positions and ages of our executive officers and directors as of March 28, 2022:

Chairman of the Board and Chief Executive Officer

Chief Financial Officer and Director

Beverley Brown, Ph.D.

Chief Scientist

Simon Ogier, Ph.D.

Chief Technology Officer

Simon King, Ph.D.

Klaas de Boer (1)(3)

Keck (1)(2)(3)

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Corporate Governance and Nominating Committee.

Executive Officers

Ian Jenks has served as our Chief Executive Officer since December 2017 and as a member of our board of directors since February 2021.

Jenks has more than 30 years of board-level experience in the industrial technology industry and has served as chief executive officer of companies operating in the United States and Europe.

Jenks founded and since August 2010 has acted as the chief executive officer of Ian Jenks Limited, a consulting company providing consulting services to companies in the industrial technology industry.

Jenks’s past directorships include Techstep ASA, a provider of managed mobile services in the Nordics, Paysafe plc., an international provider of payment processing services, and Brady plc, a provider of commodity trading software.

Jenks also has served and continues to serve as a director of a number of private companies.

Jenks received a B.Sc.

in Aeronautical Engineering from Bristol University.

We believe that Mr.

Jenks’ significant management experience and experience in the technology industry qualify him to serve on our board of directors.

Robert Bahns has served as our Chief Financial Officer since February 2020 and as a member of our board of directors since February 2021.

From November 2018 until January 2020, he was the chief financial officer of WaveOptics, Ltd., a developer of waveguides and projectors for augmented reality glasses.

From April 2005 until he joined WaveOptics full-time, he was an investment partner at Imperial Innovations Ltd., a business investing in university technology start-ups, which was acquired by IP Group plc in December 2017 at which point he became a partner of IP Group plc.

Bahns received an M.A.

in Electrical Sciences from the University of Cambridge and an M.B.A.

We believe that Mr.

Bahns’ experience as a chief financial officer and his understanding of the financial and operating challenges of companies like ours qualify him to serve on our board of directors.

Beverley Brown, Ph.D.

has served as our Chief Scientist since July 2014.

She provides services to us through her consulting company, B Brown Consultants Ltd.

Prior to joining our company, she held a number of research and development positions with increasing responsibilities at Imperial Chemical Industries Ltd., Zeneca Group PLC and at the Avecia Group PLC.

She formed BAB Consultants Ltd in 2006 and for approximately eight years provided consulting services to a number of chemical companies, as well as to the U.K.

government and CPI.

Brown has worked in the field of organic semiconductor technology and in the area of printable electronics for almost 20 years.

Brown holds a Ph.D.

in Organic Chemistry from the University of Glasgow.

Simon Ogier, Ph.D.

has served as our Chief Technology Officer since June 2019.

From August 2015 to June 2019 Dr.

Ogier was CTO at NeuDrive Limited, a developer of organic semiconductor materials for sensor and other electronic applications, where he was responsible for the development of processes to fabricate OTFTs and to integrate them into biosensor devices.

From April 2007 to July 2015, Dr.

Ogier was Head of Research and Development within the U.K.’s Printable Electronics Technology Centre (“PETEC”) at CPI.

He was responsible for the establishment of the PETEC facility and for developing the technical programs of work to build a capability within the U.K.

for printed/plastic electronics processing.

Ogier is a member of the IEC TC119 standards committee for Printed Electronics, leading the development of international standard IEC62899-203 (Semiconductor Ink) and is a Fellow of the Institute of Physics.

Ogier has over 19 years of experience developing high performance organic semiconductors for transistor applications.

Ogier has co-authored a number of journal articles and is a co-inventor on a number of patents families.

He received a bachelor’s degree and Ph.D.

in Physics from the University of Leeds.

Non-Employee Directors

Simon King, PhD.

has served as a member of our board of directors since February 2021 and prior to that served as a member of the board of directors of SmartKem Limited since 2014.

Since January 2012, Dr.

King has been a member of and since May 2019 a partner of Octopus Ventures, a venture capital fund and affiliate of Octopus Investments Limited.

King received his M.A.

in Physics from Cambridge University and his Ph.D.

in Physical Chemistry from Imperial College London.

We believe that Dr.

King’s investment experience and expertise in organic semiconductors qualify him to serve on our board of directors.

Klaas de Boer has served as a member of our board of directors since February 2021 and has served as a member of the board of directors of SmartKem Limited since 2017.

From January 2008 until June 2021, Mr.

de Boer served as the managing partner of Entrepreneurs Fund Management LLP, a venture capital firm.

de Boer served as a director of

Lifeline Scientific Inc., Heliocentris Energy Solutions AG and serves as chair of AIM listed Xeros Technology Group plc.

de Boer has been a venture capitalist for more than 20 years.

de Boer received his M.Sc.

degree in Applied Physics from Delft University of Technology and his M.B.A.

We believe that Mr.

de Boer’s venture capital experience, experience with complex technology companies and previous experience as a director of publicly traded companies qualify him to serve on our board of directors.

Keck has served as a member of our board of directors since February 2021.

Since February 2021, Ms.

Keck has served as the Chief Financial Officer of Deverra Therapeutics, Inc., a developer of cell therapies.

From January 2009 until May 2020, she held positions of increasing responsibility at Delcath Systems, Inc., an interventional oncology company, starting as Controller and ultimately becoming a senior vice president in March 2015 and chief financial officer in February 2017.

Keck received an M.B.A.

in Accountancy from Baruch College and a Bachelor of Music in Music Education from the University of Dayton.

We believe that Ms.

Keck’s prior experience as a chief financial officer of a public company and her status as an audit committee financial expert qualify her to serve on our board of directors.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our employees, officers and directors.

A current copy of our code is posted on our website, which is located www.smartkem.com.

We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC.

Director Independence

Our securities are not listed on a national securities exchange or on any inter-dealer quotation system that has a requirement that a majority of directors be independent.

We evaluate independence by the standards for director independence set forth in the Nasdaq Marketplace Rules.

Under such rules, our board of directors has determined that all members of the board of directors, except Messrs.

Jenks and Bahns, are independent directors.

Jenks nor Mr.

Bahns are independent directors under these rules because they are executive officers of our company.

In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock.

There are no family relationships among any of our directors and executive officers.

Classified Board of Directors

In accordance with the terms of our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors as follows:

● Class I director is Dr.

● Class II directors are Mr.

Bahns and Mr.

● Class III directors are Mr.

Jenks and Ms.

At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.

The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2022 for Class I directors, 2023 for Class II directors and 2024 for Class III directors.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of directors will be fixed from time to time by a resolution of a majority vote of the directors then in office.

Any increase or

decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of our directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Board Committees

As our common stock is not presently listed for trading or quotation on a national securities exchange, we are not presently required to have board committees.

However, our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors.

Members serve on these committees until their resignation or until otherwise determined by the board of directors.

The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act and SEC rules and regulations, and we intend to comply with those of Nasdaq.

Audit Committee

de Boer serve on the audit committee, which is chaired by Ms.

Our board of directors has determined that each has sufficient knowledge in financial and auditing matters to serve on the audit committee and that Ms.

de Boer are “independent” for audit committee purposes as that term is defined under SEC and Nasdaq Marketplace Rules.

Our board of directors has designated Ms.

Keck as an “audit committee financial expert”, as defined under the applicable rules of the SEC.

King is a representative of one of our largest stockholders that beneficially owns more than 10% of our common stock, Dr.

King is deemed to be affiliated persons of our company pursuant to SEC Rule 10A-3 and therefore does not meet the heightened independence requirements established by Nasdaq and the SEC for membership on our audit committee.

However, we have included Dr.

King on the audit committee because of his financial expertise and his status as a non-employee director.

At the time, if any, that shares of our common stock are listed on Nasdaq or another national securities exchange, we expect that the composition of our audit committee will satisfy any applicable independence requirements.

The audit committee’s responsibilities include, but are not limited to:

● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

● recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements will be included in our Annual Report on Form 10-K;

● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

● preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

● reviewing all related person transactions for potential conflict of interest situations and making recommendations to our board of directors regarding all such transactions;

● reviewing earnings releases.

Compensation Committee

The Company does not have a standing compensation

committee or a committee performing similar functions.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

The following table sets forth, as of the

date of this filing, the number of shares of Common Stock owned of record and beneficially by (i) each person known by us to be

the beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive officer

of the Company and (iii) all executive officers and directors as a group.

Name and Address

Directors and Named Executive Officers:

Mark Tompkins (1)

App 1, Via Guidino 23

6900 Lugano-Paradiso

Ian Jacobs (2)

2255 Glades Road, Suite 324A

Boca Raton, FL 33431

All Directors and Officers as a Group (2 individuals)

Other More than 5% Stockholders:

Mark Tompkins serves as a director of the Company.

Ian Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company.

Securities Authorized for Issuance Under Equity Compensation

The Company has not authorized any securities for issuance under

an equity incentive plan.

Certain Relationships and Related Transactions,

and Director Independence.

May 14, 2020, the Company issued (i) an aggregate of 4,750,000

shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to $475 representing

amounts advanced by Mr.

Tompkins to counsel for the Company in connection with the formation and organization of the Company and

(ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate cash

purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person.

The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities

May 14, 2020, in connection with advances made in connection with

costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company,

pursuant to which the Company agreed to repay Mr.

Keck serve on the compensation committee, which is chaired by Dr.

Our board of directors has determined that each member of the compensation committee is “independent” as defined under the Nasdaq Marketplace Rules.

The compensation committee’s responsibilities include, but are not limited to:

● annually reviewing and approving the corporate goals and objectives to be considered in determining the compensation of our Chief Executive Officer;

● evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation:

(i) recommending to the board of directors the cash compensation of our Chief Executive Officer and (ii) reviewing and recommending to the independent directors on the board of directors regarding grants and awards to our Chief Executive Officer under equity-based plans;

● reviewing and approving the cash compensation of our other executive officers;

● reviewing and establishing our overall management compensation, philosophy and policy;

● overseeing and administering our compensation and similar plans;

● evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the Nasdaq Marketplace Rules;

● reviewing and approving our policies and procedures for the grant of equity-based awards;

● reviewing and recommending to the board of directors the compensation of our directors;

● preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement;

● reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Nominating and Corporate Governance Committee

King serve on the nominating and corporate governance committee, which is chaired by Mr.

Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” under the Nasdaq Marketplace Rules.

The nominating and corporate governance committee’s responsibilities include, but are not limited to:

● developing and recommending to the board of directors criteria for board and committee membership;

● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

● identifying individuals qualified to become members of the board of directors;

● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

● periodically reviewing and reassessing the adequacy of the code of business conduct and ethics and the corporate governance guidelines;

● overseeing the evaluation of our board of directors and management.

Our board of directors may, from time to time, establish other committees.

Executive Compensation

Summary Compensation Table

From our inception to the closing of the Exchange, no compensation was earned by or paid to our executive officers.

SmartKem became our wholly owned subsidiary upon the closing of the Exchange on February 23, 2021, and its senior management became our senior management.

The following table shows the compensation awarded to or earned by our principal executive officer during the fiscal year ended December 31, 2021, our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2021, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2021.

The persons listed in the following table are referred to herein as the “named executive officers.”

Officer Name and Principle Position

Option Awards (1)

All Other Compensation (2)

Chief Executive Officer

Robert Bahns (3)

Chief Financial Officer

Beverly Brown (4)

Chief Scientist

(1) The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the named executive officer, calculated in accordance with ASC 718.

Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions.

(2) Represents our contributions to our workplace pension scheme and private healthcare insurance.

Bahns joined our company in February 2020.

(4) Represents consulting fees paid to Dr.

Brown’s consulting company.

In accordance with the U.K.

Pensions Act 2008 (the “Pensions Act”), we have established a workplace pensions scheme available for all our employees in the UK, which is equivalent to a defined contribution plan.

In accordance with the Pensions Act, all eligible employees are automatically enrolled upon joining our company unless they advise they wish to opt out.

As defined by the Pensions Act, current required contributions are 5% employee and 3% employer.

We match employee contributions to a maximum of 6% of base salary.

Contributions made by us vest immediately.

Employment and Change in Control Agreements

We have entered into an employment agreement with Mr.

Jenks (the “Jenks Employment Agreement”) dated as of February 23, 2021 (the “Commencement Time”) setting forth the terms and conditions of his employment and his expectations as our Chief Executive Officer and President.

The Jenks Employment Agreement provides, among other things, for:

(i) a term of three years beginning from the Commencement Time, subject to automatic renewal for successive one year terms unless either party provides sixty (60) days prior written notice of its intent not to renew;

(ii) an annual base salary of $300,000;

(iii) eligibility for an annual bonus having a target of 30% of his then base salary;

and (iv) in the event that Mr.

Jenks’ employment is terminated without “cause” or he resigns “for good reason” (each as defined in the Jenks Employment Agreement), or his employment is terminated at the end of the any term, as the result of our company providing notice of non-renewal, subject to execution and non-revocation of a release of claims in our favor, Mr.

Jenks’ will be eligible for:

(a) payments equal to six (6) months of Mr.

Jenks’ base salary (at the rate in effect immediately prior to the date of termination), less applicable withholdings and authorized deductions, to be paid in equal installments in accordance with our customary payroll practices), (b) a pro-rata bonus for the year of termination and (c) in the event Mr.

Jenks timely elects to continue his health insurance employee benefits pursuant to COBRA, monthly payments equal to the applicable COBRA costs for a period of six (6) months.

Jenks is subject to non-compete and

non-solicit provisions, which applies during the term of his employment and for a period of 12 months following termination of his employment for any reason.

The Jenks Employment Agreement also contains customary confidentiality and assignment of inventions provisions.

We entered into a service agreement with Mr.

Bahns, dated as of February 23, 2021 (the “Bahns Employment Agreement”).

The Bahns Employment Agreement provides, among other things, for:

(i) a three-month probationary period (the “Probationary Period”) whereby Mr.

Bahns may be terminated at any time during such period upon one week’s notice or payment in lieu of notice;

(ii) upon the completion of the Probationary Period by Mr.

Bahns, the Bahns Employment Agreement will continue until terminated (a) by either party giving not less than six months’ prior notice in writing, (b) by SmartKem electing to make a “Payment in Lieu” whereby SmartKem pays to Mr.

Bahns 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”;

(iii) an annual base salary of $204,735;

Bahns’ participation in our pension program and death in service (life insurance) scheme.

We entered into a consultancy agreement with B Brown Consultants Ltd, Dr.

Brown’s consultancy company, dated as of February 23, 2021 (the “Brown Consultancy Agreement”).

The Brown Consultancy Agreement provides, amongst other things, for:

Brown (or, with the approval of our board a substitute) is to provide defined services to SmartKem;

(ii) the Brown Consultancy Agreement will continue for a fixed term of three years unless terminated (a) by either party giving not less than 12 months’ prior notice in writing, or (b) by SmartKem for “cause”;

and (iii) a monthly fee, payable monthly in arrears within 30 days of receipt of an invoice, by reference to daily rate of $1,119 plus applicable value added taxes and an hourly rate of $139.90 plus applicable value added taxes.

SmartKem also agreed to reimburse certain expenses incurred in connection with the services to be provided under the Brown Consultancy Agreement.

Outstanding Equity Awards at December 31, 2021

The following table presents information regarding the outstanding options held by each of our named executive officers as of December 31, 2021.

Option Awards

Number of Securities Underlying

Unexercised Options (#)

Unexercisable

Option Exercise Price ($)

Option Expiration Date (1)

(1) The expiration date shown is the normal expiration date and the latest date that options may be exercised subject to certain extraordinary events.

(2) Consists of SmartKem Unapproved Options held by Dr.

Brown’s consultancy company.

Director Compensation

The following table sets forth information concerning the compensation paid to our non-employee directors during 2021.

Outside Director Name

Cash Compensation

Stock Option Awards

All Other Compensation

The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the named executive officer, calculated in accordance with ASC 718.

Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions.

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2021 held by Ms.

Keck was 18,000.

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2021 held by Mr.

de Boer was 18,000.

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2021 held by Dr.

King was nil.

Non-Employee Director Compensation

On March 31, 2021, the Board, upon recommendation of the Compensation Committee, adopted a non-employee director compensation policy (the “Policy”), pursuant to which each non-employee employee director is entitled to receive an annual cash retainer of $36,000.

In addition, each non-employee director was initially granted options to purchase 18,000 shares of common stock, which will vest 25% on the one-year anniversary of the grant date and the remainder in equal monthly installments over three years and is entitled in each subsequent year to receive options to purchase 6,000 shares of common stock, which will vest on the one-year anniversary of the grant date.

All equity awards granted pursuant to Policy are subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan and/or the UK Tax-Advantaged Sub-Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

The 2021 Equity Incentive Plan which includes a UK Tax-Advantaged Sub-Plan for employees of SmartKem based in the United Kingdom (the “2021 Plan”) was approved by our board of directors and stockholders on February 23, 2021.

The general purpose of the 2021 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors, and consultants, and to promote the success of our business.

The following table provides information with respect to our compensation plans under which equity compensation was authorized as of December 31, 2021.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) c) (2)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

(1) The amounts shown in this row include securities under the 2021 Plan.

(2) In accordance with the “evergreen” provision in our 2021 Plan, an additional 1,022,672 shares were automatically made available for issuance on the first day of 2022, which represents 4.0% of the number of shares outstanding on December 31, 2021;

these shares are excluded from this calculation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 14, 2022 by:

● each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of our common stock;

● each of our named executive officers;

● each of our directors;

● all of our directors and current executive officers as a group.

We have determined beneficial ownership in accordance with SEC rules.

Except as indicated in the footnotes below, and subject to applicable community property laws, we believe, based on the information furnished to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Percentage of beneficial ownership is based on 26,566,809 shares of our common stock outstanding as of March 14, 2022.

In computing the number of shares beneficially owned by a person or entity and

the percentage ownership of that person or entity, we deemed to be outstanding all shares of our common stock as to which such person or entity has the right to acquire within 60 days of March 14, 2022, through the exercise of any option or other right.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

Unless otherwise noted below, the address of each beneficial owner named below is c/o SmartKem, Inc., Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley Manchester, M9 8GQ U.K.

Name of Beneficial Owner

Shares Beneficially Owned (#)

Percentage Beneficially Owned (%)

5% Stockholders:

Octopus Investments Limited, 33 Holborn, London EC1N 2HT (1)

Entrepreneurs Fund LP, 2nd Floor, Windward House, La Route de la Liberation,

St Helier, Jersey, JE2 3BQ, The Channel Islands (2)

Orin Hirschman, 6006 Berkeley Ave., Baltimore, MD 21209 (3)

Mark Tompkins Apt.

1, Via Guidino 23, 6900 Lugano-Paradiso Switzerland

Named Executive Officers and Directors:

Ian Jenks (4)

Robert Bahns (5)

Simon Ogier (6)

Beverley Brown (7)

Simon King (8)

Klaas de Boer (9)

All directors and current executive officers as a group (7 persons)

* Less than 1%

(1) Consists of 7,416,307 shares of our common stock held by Octopus Titan VCT Plc and 59,721 shares of our common stock held by Octopus Investments Nominees Limited (collectively, the “Octopus Funds”).

Octopus Investments Limited (“Octopus”) is the sole manager of each of the Octopus Funds.

Through Octopus's position with Octopus Funds, Octopus is deemed to control the voting and disposition of the shares of our common stock held by the Octopus Funds.

Octopus disclaims beneficial ownership of the shares of our common stock held by the Octopus Funds except to the extent of its pecuniary interest therein.

(2) Consists of 3,585,252 shares of our common stock held by Entrepreneurs Fund LP (“Entrepreneurs Fund”).

Entrepreneurs Fund General Partner Limited (the “Entrepreneurs General Partner”) is the general partner of the Entrepreneurs Fund.

By virtue of such relationship, Entrepreneurs General Partner may be deemed to have voting and investment power with respect to the securities held by Entrepreneurs Fund.

Entrepreneurs Fund General Partner disclaims beneficial ownership of the shares of our common stock held by Entrepreneurs Fund except to the extent of its indirect pecuniary interest therein.

(3) Consists of (i) 1,592,000 shares of our common stock held by AIGH Investment Partners, LP (“AIGH LP”), (ii) 708,000 shares of our common stock held by WVP Emerging Manager Onshore Fund, LLC — AIGH Series (“WVP AIGH”), and (iii) 232,000 shares of our common stock held by WVP Emerging Manager Onshore Fund, LLC — Optimized Equity Series (“WVP OES”).

Excludes (i) pre-funded warrants to purchase an aggregate of 1,468,000 shares of our common stock held by AIGH LP (ii) pre-funded warrants to purchase an aggregate of 662,500 shares of our common stock held by AIGH Investment Partners, LLC (“AIGH LLC”), (iii) pre-funded warrants to purchase an aggregate of 25,000 shares of our common stock held by HLH Holdings LLC (“HLH Holdings”), and (iv) pre-funded warrants to purchase an aggregate of 12,500 shares of our common stock held by Woodcourt Capital LLC (“Woodcourt”), none of which are exercisable within 60 days of March 14, 2021 as a result of the provisions contained therein which prevent the holder of such pre-funded warrants from exercising them if such exercise would result in the holders thereof, or certain related

parties, having beneficial ownership of more than 9.99% of our common stock.

Orin Hirschman is the managing member of AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH CM”), which is an advisor or sub-advisor with respect to the securities held by AIGH LP, WVP AIGH, and WVP OES, and president of AIGH LLC.

Hirschman has voting and investment control over the securities indirectly held by AIGH CM and directly by AIGH LP and AIGH LLC and may be deemed to have voting and investment control over the securities held by each of HLH Holdings and Woodcourt.

(4) Includes 633,880 shares of our common stock held and options to acquire 149,281 shares of our common stock exercisable within 60 days of March 14, 2022.

(5) Includes 118,852 shares of our common stock and options to acquire 34,412 shares of our common stock exercisable within 60 days of March 14, 2022.

(6) Includes 198,087 shares of our common stock held and options to acquire 46,650 shares of our common stock exercisable within 60 days of March 14, 2022.

(7) Includes 20,002 shares of our common stock held by B Brown Consultants Ltd and options to acquire 224,736 shares of our common stock exercisable within 60 days of March 14, 2021 held by Dr.

Brown exercises dispositive and voting power over the securities owned by B Brown Consultants Ltd.

King is one of the five partners of Octopus.

(9) Consists of 200,000 shares of our common stock purchased by Mr.

de Boer’s spouse in the Offering and options to acquire 4,500 shares of our common stock exercisable within 60 days of March 14, 2022.

(10) Consists of options to acquire 4,500 shares of our common stock exercisable within 60 days of March 14, 2022 .

Certain Relationships and Related Transactions, and Director Independence

The following is a description of transactions since January 1, 2020 and each currently proposed transaction in which:

● The Company (“we”) has been or is to be a participant;

● the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets at year-end for our last two completed fiscal years;

● any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section titled “Executive Compensation.”

Registration Rights Agreement

In connection with the Exchange and the Offering, the Company (“we”) entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file, no later than 60 calendar days from the closing of the Offering a registration statement covering, among other things, (i) the shares of our common stock issued in the Offering (including shares of our common stock issuable upon the exercise of the pre-funded warrants sold in the Offering);

(ii) the shares of our common stock issuable upon exercise of the warrants issued to the placement agent in the Offering;

(iii) the shares of our common stock issued or issuable as a result of the Exchange;

(iv) 2,500,000 shares of our common stock held by the stockholders of Parasol prior to the Exchange;

and (v) 50,000 shares of our common stock issued to certain advisors in connection with the Exchange and the Offering ((i)-(v) collectively, the “Registrable

We must use commercially reasonable efforts to keep the such registration statement effective for the earlier of (i) five years from the date it is declared effective by the SEC, (ii) the date on which all Registrable Shares have been transferred other than to certain enumerated permitted assignees under the Registration Rights Agreement, or (iii) the date on which no Registrable Securities are outstanding.

All of our directors, executive officers and holders of more than 5% of our capital stock are parties to the Registration Rights Agreement.

Octopus Share Purchase

In connection with the Offering, the Company (“we”) entered into an agreement (the “Octopus Letter Agreement”), with Octopus Titan VCT plc and certain related parties (the “Octopus Investors”), a holder of more than 5% of our common stock, pursuant to which the Octopus Investors agreed to purchase $2.0 million of our common stock on the same economic terms as the shares of common stock sold in the Offering subject to the satisfaction of certain U.K related tax requirements (the “Octopus Share Purchase”).

The Octopus Share Purchase was conditioned on, among other things, the requirement that our gross assets must be less than £15.0 million at the time of the purchase and less than £16.0 million after giving effect to the Octopus Share Purchase.

On January 27, 2022, we entered into a subscription agreement (the “Subscription Agreement”) with the Octopus Investors effecting the Octopus Share Purchase.

Pursuant to the Subscription Agreement, we issued the Octopus Investors an aggregate of 1,000,000 shares of common stock (the “Octopus Shares”), at a purchase price of $2.00 per share.

On January 27, 2022, we also entered into a registration rights agreement (the “Octopus Registration Rights Agreement”) with the Octopus Investors, pursuant to which we agreed, subject to customary exceptions, to file, no later than fifteen (15) calendar days after we file our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, a registration statement with the SEC covering the Octopus Shares.

We are required to use commercially reasonable efforts to cause such registration statement to be declared effective within 150 calendar days after the closing of the Octopus Share Purchase.

We must use commercially reasonable efforts to keep such registration statement effective for the earlier of (i) five years from the date it is declared effective by the SEC, (ii) the date on which all Octopus Shares have been transferred other than to certain enumerated permitted assignees under the Octopus Registration Rights Agreement, or (iii) the date on which no Octopus Shares are outstanding.

Related Party Transactions with Parasol Investments Corporation

On May 14, 2020, the Company (“we”) issued (i) an aggregate of 4,750,000 shares of common stock to Mark Tompkins, a director of our company, for an aggregate purchase price equal to $475 representing amounts advanced by Mr.

Tompkins to our counsel in connection with the formation and organization of the Company and (ii) an aggregate of 250,000 shares of common stock to Ian Jacobs, an officer and director of our company, for an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person.

On May 14, 2020, in connection with advances made in connection with costs incurred by us, we issued a promissory note to Mark Tompkins, a stockholder and director of our company, pursuant to which we agreed to repay Mr.

Tompkins the sum of any and all amounts that Mr.

Tompkins may advance to the

Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction

or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he

may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company issued the note in anticipation

of such advances.

No interest shall accrue on the outstanding principal amount of the note unless an Event of Default (as defined

in the note) occurs.

In the event that an Event of Default has occurred, the entire note shall automatically become due and payable

(the “Default Date”), and starting from five (5) days after the Default Date, the interest rate on the note shall accrue

at the rate of eighteen percent (18%) per annum.

As of December 31, 2020, Mr.

Tompkins has advanced $20,000 to the Company to cover

expenses incurred by the Company.

The Company currently uses the office space

and equipment of its management at no cost.

Principal Accounting Fees and Services.

Raich Ende Malter & Co.

Company’s independent registered public accounting firm.

Set below are aggregate fees billed by Raich Ende Malter & Co.

LLP for professional services rendered from inception to December 31, 2020.

The fees for the audit services billed

and to be billed by Raich Ende Malter & Co.

LLP from inception to December 31, 2020, amounted to $15,000.

Tompkins may advance to us on or before the date that we consummate a business combination with a private company or reverse takeover transaction or other transaction after which we would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

We have used the proceeds from the note to cover our expenses.

Tompkins had no obligation to advance funds to us under the terms of the note, we anticipated that he might do so as fees and expenses were incurred.

As a result, we issued the note in anticipation of such advances.

Interest did not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) occurred.

In the event of an Event of Default, the entire note would automatically become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, interest on the note would accrue at the rate of eighteen percent (18%) per annum.

As of the Closing, 2021, the total amount due under the note was $47,500 which was paid in full at the Closing.

Prior to the Closing, we used the office space and equipment of our management at no cost.

Related Party Transactions with SmartKem Limited

Commencing in June 2019 and continuing through September 2019, SmartKem issued and sold an aggregate of $3.7 million of its convertible loan notes (the “Convertible Loan Notes”).

The Convertible Loan Notes bore interest at a rate of 10% per annum and outstanding interest and principal thereon was convertible into SmartKem’s A ordinary shares at a conversion price of $0.017031 per A ordinary share.

Certain of SmartKem’s directors, executive officers and beneficial owners of 5% or more of SmartKem’s capital stock purchased Convertible Loan Notes in that offering as shown in the table below.

Principal Amount

Octopus Titan VCT plc

Entrepreneurs Fund LP

In January and February 2020 SmartKem issued a total of 209,862,051 of its A ordinary shares for $4.3 million.

In connection therewith, $4.0 million of outstanding principal and interest on the Convertible Loan Notes was converted into an aggregate of 245,540,150 A ordinary shares.

In addition, $8.8 million of outstanding principal and interest of outstanding convertible notes issued in 2018 was converted into 542,767,502 A ordinary shares.

In connection with these transactions, in February 2020 SmartKem simplified its share capital by converting (i) 6,451,915 growth shares, held by founding shareholders and which benefited only from the increase in value of SmartKem above a specified level (the “Growth Shares”), into ordinary shares, (ii) 66,385,787 ordinary shares into deferred shares with no voting rights and an aggregate value of $1.40 (the “Deferred Shares”), (iii) 137,310,817 A ordinary shares into Deferred Shares, and (iv) 83,076,995 A ordinary shares into ordinary shares.

In connection with these transactions, in April 2020 the share capital was further simplified by the conversion into Deferred Shares of an additional 91,540,545 A ordinary shares and 20,887,272 ordinary shares.

In July 2020, SmartKem issued an additional 16,025,641 A ordinary shares to Entrepreneurs Fund LP for $313,000.

In connection with this transaction, in July 2020 91,540,545 Deferred Shares were converted back into A ordinary shares and 20,887,272 Deferred Shares were converted back into ordinary shares.

The following directors, executive officers and beneficial owners of more than 5% of SmartKem’s capital stock effected the following transactions as part of the transactions described above:

Consideration

Octopus Titan VCT

Loan conversion

344,932,672 A ordinary shares

Octopus Titan VCT

191,346,155 A ordinary shares

Entrepreneurs Fund LP

Loan conversion

246,551,742 A ordinary shares

Entrepreneurs Fund LP

32,051,282 A ordinary shares

In connection with SmartKem’s January 2020 funding raising round, SmartKem simplified its share capital initially by converting into ordinary shares on a one-for one basis 83,076,695 A ordinary shares and all 6,451,915 Growth Shares.

In February 2020, a further 137,310,817 A ordinary shares and 66,385,787 ordinary shares were converted into Deferred Shares.

In April 2020, 91,540,545 A ordinary shares and 20,887,272 ordinary shares were converted into Deferred Shares, then back again in July 2020.

On February 23, 2021, at the direction of the holders of such A ordinary shares provided in accordance with SmartKem’s articles of association 876,884,527 A ordinary shares were reclassified as ordinary shares.

On February 23, 2021, conditional on the consummation of the Exchange, the holders of EMI Options covering 124,497,910 ordinary shares exercised them for $18,916, with options covering 123,087,910 shares exercised at a price of $0.000014 per share and the options covering the remaining 1,410,000 shares exercised at a price of $0.0122 per share.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest (collectively “related parties”), are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the Audit Committee or, in certain circumstances, the chairman of the Audit Committee.

Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our Audit Committee, or in certain circumstances the chairman of our Audit Committee, for review, consideration and approval.

In approving or rejecting any such proposal, our Audit Committee, or the chairman of our Audit Committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the

availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction.

Principal Accountant Fees and Services

The following table summarizes the fees paid for professional services rendered by BDO LLP, our independent registered public accounting firm, for each of the last two fiscal years:

For the Years End December 31,

Audit-related fees

There were no audit-related fees billed

by Raich Ende Malter & Co.

LLP from inception to December 31, 2020.

The fees for the tax services billed and

to be billed by Raich Ende Malter & Co.

LLP for professional services for tax compliance, tax advice, and tax planning from

inception to December 31, 2020, amounted to $0 and $2,000, respectively.

All other fees

There were no fees billed by Raich Ende

LLP for other products and services from inception to December 31, 2020.

Audit Committee’s Pre-Approval Process

The Company does not have a standing audit

committee or a committee performing similar functions.

Exhibits, Financial Statement Schedules.

We have filed the following documents as part of this Form 10-K:

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2020

Statement of Operations for the Period from May 13, 2020 (Inception) to December 31, 2020

Statement of Changes in Stockholders’

Deficit for the Period from May 13, 2020 (Inception) to December 31, 2020

Statement of Cash Flows for the Period from May 13, 2020 (Inception) to December 31, 2020

Notes to Financial Statements

Statement Schedules

All schedules have been omitted because

they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required

information is otherwise included.

Certificate of Incorporation (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on July 13, 2020)

By-Laws (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on July 13, 2020)

Promissory Note issued by the Company to Mark Tompkins, dated May 14, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on July 13, 2020)

Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated May 14, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on July 13, 2020)

Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated May 14, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on July 13, 2020)

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Represents fees, including out of pocket expenses, for professional services provided in connection with the audit of our annual financial statements, the review of our quarterly financial statements, accounting consultations or advice on accounting matters necessary for the rendering of an opinion on our financial statements, services provided in connection with the offerings of our securities and audit services provided in connection with other statutory or regulatory filings.

Tax fees represent fees billed for tax compliance and consultation and planning services.

Procedures for Approval of Fees

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors.

The Audit Committee has established a policy regarding pre-approval of all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor.

However, the pre-approval requirement may be waived with respect to the provision of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

The Audit Committee has considered whether the provision of Audit-Related Fees, Tax Fees, and all other fees as described above is compatible with maintaining BDO LLP’s independence and has determined that such services for fiscal year 2021 were compatible.

All such services were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act to the extent that rule was applicable.

The Audit Committee is responsible for reviewing and discussing the audited financial statements with management, discussing with the independent registered public accountants the matters required in Auditing Standards No.

16, receiving written disclosures from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence and discussing with the independent registered public accountants their independence, and recommending to our board of directors that the audited financial statements be included in our annual report on Form 10-K.

Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Financial Statements:

See Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules:

All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.

(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

See Exhibit Index.

EXHIBIT INDEX

Share Exchange Agreement, dated as of February 23, 2021, among the Registrant, SmartKem Limited and the shareholders of SmartKem Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

F orm of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Description of Securities

Engagement Letter, dated December 15, 2020, by and between GP Nurmenkari Inc.

and SmartKem Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Tax Advantaged Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Employment Agreement, dated as of February 23, 2021, by and between the Registrant and Ian Jenks (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Employment Agreement, dated as of February 23, 2021, by and between SmartKem Limited and Robert Bahns (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Employment Agreement, dated as of February 23, 2021, by and between SmartKem Limited and Simon Ogier (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Consultancy Agreement, dated as of February 23, 2021, by and between SmartKem Limited and B Brown Consultants Ltd.

(incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Licence of Office Space, dated September 16, 2020, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Licence of Office Space, dated April 21, 2020, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Lease of The Whole of the 8 th Floor, Hexagon Tower, Manchester, M9 8GP, dated April 16, 2019, between AG Hexagon BV and SmartKem Limited.

(incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Framework Services Agreement, dated February 23, 2021, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Facility Agreement, dated January 26, 2021, by and between SmartKem Limited and FRCF 2 Limited (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Debenture Agreement, dated January 26, 2021, by and between SmartKem Limited and FRCF 2 Limited (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Form of Pre-Exchange Indemnity Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Letter Agreement, dated as of February 23, 2021, among the Registrant and Octopus Titan VCT plc and certain related parties (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

Subscription Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022)

Registration Rights Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2022)

Contract Variation relating to the Framework Services Agreement, dated February 23, 2021, by and between SmartKem Limited and CPI Innovation Services Limited

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement Report on Form S-1 (File No.

333-254222) filed on March 12, 2021)

Consent of BDO LLP, independent registered public accounting firm (BDO LLP:

London, United Kingdom:

PCAOB ID # 1295)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document.

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

PARASOL INVESTMENTS CORPORATION.

February 19, 2021

/s/ Ian Jacobs

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

/s/ Ian Jacobs

President, Secretary, Chief Financial Officer, and

February 19, 2021

Director (Principal Executive Officer, Principal

Financial Officer, and Principal Accounting Officer)

/s/ Mark Tompkins

February 19, 2021

Mark Tompkins

PARASOL INVESTMENTS

December 31, 2020

INDEX TO FINANCIAL STATEMENTS

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’

Statement of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Parasol Investments Corporation

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Parasol Investment Corporation (the Company) as of December 31, 2020, and the related statement of operations, changes

in stockholders’

deficit, and cash flows for the period May 13, 2020 (Inception) to December 31, 2020, and the related notes

(collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for

the period May 13, 2020 (Inception) to December 31, 2020, in conformity with accounting principles generally accepted in the United

States of America.

Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the

Company has incurred losses from inception, has negative working capital, and a stockholders’

deficit that raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regards to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

/s/ Raich Ende Malter & Co.

We have served as the Company’s auditor since 2020.

Melville, New York

February 18, 2021

PARASOL INVESTMENTS CORPORATION

BALANCE SHEET

Current assets

Total current assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Accounts payable and accrued expenses

Note payable - stockholder

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’

Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued

Common stock, $0.0001 par value, authorized 50,000,000 shares;

5,000,000 shares issued and outstanding

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

See accompanying notes to financial statements

PARASOL INVESTMENTS CORPORATION

STATEMENT OF OPERATIONS

For the Period May 13, 2020 (Inception) to December 31, 2020

General and administrative expenses

Loss from operations

Loss per common share - basic and dilutive net loss

Weighted average common shares outstanding - basic and dilutive

See accompanying notes to financial statements

PARASOL INVESTMENTS CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’

For the period May 13, 2020 (Inception) to December 31, 2020

Preferred Stock

Stockholders’

Balance, May 13, 2020

Sale of common shares

Balance, December 31, 2020

See accompanying notes to financial statements

PARASOL INVESTMENTS CORPORATION

STATEMENT OF CASH FLOWS

For the period May 13, 2020 (Inception) to December 31, 2020

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash (used in) operating activities:

Increase in accounts payable and accrued expenses

Formation costs paid by stockholder on behalf of the Company in exchange for common stock

Net cash (used in) operating activities

Cash flows from financing activities:

Proceeds from the sale of common stock

Proceeds from stockholder note

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

Non-cash investing and financing activities:

Formation costs paid by stockholder on behalf of the Company in exchange for common stock

See accompanying notes to financial statements

PARASOL INVESTMENTS CORPORATION

NOTES TO FINANCIAL STATEMENTS

December 31, 2020

Nature of Operations

Parasol Investments Corporation (the “Company”)

was incorporated in the State of Delaware on May 13, 2020.

The Company’s management has chosen December 31 st for

its fiscal year end.

The Company was organized as a vehicle

to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being

a publicly traded corporation.

The Company’s principal business objective is to achieve long-term growth potential through

a combination with a business, rather than immediate short-term earnings.

The Company will not restrict its potential target companies

to any specific business, industry, or geographical location.

The analysis of business opportunities will be undertaken by, or

under the supervision of, the officer and directors of the Company.

Basis of Presentation

and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have

been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP”

Use of Estimates

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue

and expenses during the reporting period.

Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are reported

in the balance sheet at cost, which approximates fair value.

For the purpose of the financial statements cash equivalents include

all highly liquid investments with maturity of three months or less.

There are no cash equivalents at the balance sheet date.

The Company adopted ASC 740, “Income

, at its inception.

Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective

Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes

the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred

tax liabilities.

The components of the deferred tax assets and liabilities are individually classified as current and non-current

based on their characteristics.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it

is more likely than not that some portion or all of the deferred tax assets will not be realized.

Loss per Common Share

The Company adopted ASC 260, “Earnings

per Share”

, at its inception.

Basic loss per share has been calculated by dividing the Company’s net loss available

to common stockholders by the weighted average number of common shares outstanding during the period.

The diluted loss per share

is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number

of shares outstanding for the period.

The diluted weighted average number of shares outstanding is the basic weighted number of

shares adjusted as of the first of the year for any potentially dilutive debt or equity.

Emerging Growth Company

The Company is an “emerging growth

company”

and has elected to use the extended transition period for complying with new or revised accounting standards under

Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have

different effective dates for public and private companies until those standards apply to private companies.

Recently Issued Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial

Capital Stock

Preferred Stock

As of December 31, 2020, the Company has

10,000,000 shares of preferred stock, par value of $0.0001, authorized and none issued or outstanding.

As of December 31, 2020, the Company has

50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common

stock for $500 to the founders of the Company.

As of December 31, 2020, the Company has

approximately $4,400 in gross deferred tax assets resulting from net operating loss carry-forwards of $21,059 available to offset

future taxable income through 2040 subject to the change in ownership provisions under IRC 382.

A valuation allowance has been

recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related

tax benefits is uncertain.

The difference between the tax provision

at the statutory federal income tax rate on December 31, 2020, and the tax provisions attributable to loss before income taxes

is as follows:

Statutory federal income taxes

Valuation allowance

Effective income tax rate, net

Commitments and Related Party

The Company utilizes the office space and equipment of its management

Note Payable - Stockholder

On May 14, 2020, the Company issued a promissory

note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and

all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company

or reverse takeover transaction or other transaction after which the Company would cease to be a shell company.

In November 2020,

the stockholder advanced an additional $10,000 to the Company.

The Note is non-interest bearing unless an event of default occurs.

As of December 31, 2020, the amount due under the note payable was $20,000.

Going Concern

The accompanying financial statements have

been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction

of liabilities in the normal course of business.

The Company has incurred losses from

inception of approximately $21,059, has negative working capital of approximately $20,559, and has a stockholders’

deficit of approximately $20,559

as of December 31, 2020.

Management believes these conditions raise substantial doubt about the Company’s ability to

continue as a going concern for the twelve months following the date these financial statements are issued.

intends to finance operations over the next twelve months through additional borrowings from the existing Note.

The accompanying financial statements do

not include any adjustments that might be required should the Company be unable to continue as a going concern.

On March 11, 2020, the World Health Organization

officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.”

A significant outbreak of COVID-19

and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of

all types, economies and financial markets worldwide.

The business of any potential target company with which the Company consummates

a business combination could be materially and adversely affected.

Furthermore, the Company may be unable to complete a business

combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors

or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction

in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19

and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of

global concern continue for an extended period of time, the Company’s ability to consummate a business combination, or the

operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely

Subsequent Events

On February 9, 2021, the Company filed

with the SEC a Schedule 14F-1 Information Statement relating to an anticipated change in the composition of its board of directors

that is expected to occur in connection with a proposed share exchange to be completed by and among the Company, SmartKem Limited

(“SmartKem”) and the shareholders of SmartKem, pursuant to which the shareholders of SmartKem would exchange their

shares of SmartKem for shares of our Common Stock (the “Exchange”), with SmartKem becoming the Company’s wholly-owned

subsidiary, after which the Company would continue the business of SmartKem.

The Exchange would occur pursuant to a Share Exchange

Agreement expected to be entered into by and among the Company, SmartKem and the shareholders of SmartKem (the “Exchange

Agreement”).

SmartKem is a pioneer in the development

of materials and processes used to make organic thin-film transistors (OTFTs) for the manufacture of flexible electronics.

Pursuant to the terms of the proposed Exchange

Agreement, it is expected that all outstanding shares of SmartKem will be converted into shares of our Common Stock, such that

the holders of SmartKem equity before the proposed Exchange will own approximately 84% of the outstanding shares of our Common

Stock after the Exchange (before giving effect to a potential private placement offering of Common Stock by the Company that we

expect will be consummated simultaneously with or immediately after the proposed Exchange), resulting in a change of control of

Completion of a private placement financing is expected to be a condition to completion of the Exchange.

Certain other information regarding the

proposed Exchange and proposed changes to the management and share ownership of the Company is set forth in the Schedule 14F-1,

The foregoing description of the proposed

Exchange Agreement and potential Common Stock private placement and related matters does not purport to be complete and is qualified

in its entirety by the terms of the actual Exchange Agreement and of terms and documentation for a private placement, none of which

has yet been completed and executed.

The proposed Exchange is expected to be subject to satisfaction of a number of other conditions

precedent, and there can be no assurance that the Exchange Agreement will be signed or that the Exchange or Common Stock private

placement will be consummated or other such conditions satisfied.

If and when the Exchange Agreement is signed, it will be further

described in, and filed by the Company with the SEC as an exhibit to, a Current Report on Form 8-K.

If and when a Common Stock

private placement is consummated, it will be further described in, and material agreements relating thereto will be filed by the

Company with the SEC as exhibits to, a Current Report on Form 8-K.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.

† Filed herewith.

†† This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

# Indicates management contract or compensatory plan.

** Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.

March 28, 2022

SMARTKEM, INC.

/s/ Ian Jenks

President, Chief Executive Officer

(Principal Executive Officer)

/s/ Robert Bahns

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ian Jenks and Robert Bahns, jointly and severally, his or her true and lawful attorneys-in-fact and agent, each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ Ian Jenks

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

March 28, 2022

/s/ Robert Bahns

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 28, 2022

/s/ Klaas de Boer

Klaas de Boer

March 28, 2022

/s/ Barbra C.

March 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures