Sec Form 13G Filing - Five Narrow Lane LP filing for SMARTKEM INC (SMTK) - 2024-01-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ___)

 

SMARTKEM, INC.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

83193D203

(CUSIP Number)

 

January 26, 2024

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following page(s)

 

Page 1 of 5 Pages

 

1.	NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Five Narrow Lane LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON	5.	SOLE VOTING POWER – 137,143 Shares of Common Stock (1)
	6.	SHARED VOTING POWER – None
	7.	SOLE DISPOSITIVE POWER – 137,143 Shares of Common Stock (1)
	8.	SHARED DISPOSITIVE POWER – None

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 137,143 Shares of Common Stock (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒   The aggregate amount in Row 9 represents the maximum amount of shares that Five Narrow Lane LP can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Five Narrow Lane LP’s securities would exceed this restriction.
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.99% (1)
12.	TYPE OF REPORTING PERSON   OO

 

(1)	Based on 1,371,961 shares outstanding as of January 26, 2024 as described in Form 8-K filed on January 29, 2024 with the Securities and Exchange Commission.

 

ITEM 1 (a) NAME OF ISSUER: SmartKem, Inc., a Delaware corporation

 

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

Manchester Technology Center

Hexagon Tower, Delaunays Road

Blackley, Manchester, M9 8GQ U.K.

 

ITEM 2 (a) NAME OF PERSON FILING: Five Narrow Lane LP

 

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

510 Madison Avenue, Suite 1400, New York, NY 10022

 

ITEM 2 (c) CITIZENSHIP: New York

 

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

 

ITEM 2 (e) CUSIP NUMBER: 83193D203

 

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

 

ITEM 4 OWNERSHIP

 

(a) AMOUNT BENEFICIALLY OWNED: 137,143 Shares of Common Stock (1)

 

(b) PERCENT OF CLASS: 9.99% (1)

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

 

137,143 Shares of Common Stock (1)

 

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

 

0 Shares

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

137,143 Shares of Common Stock (1)

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

0 Shares

 

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable

 

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable

 

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable

 

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

 

Not applicable

 

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

 

Not applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	January 31, 2024
	(Date)
	/s/ Arie Rabinowitz
	(Signature)
	Arie Rabinowitz
	Managing Member of the General Partner
	(Name/Title)