SmartKem, Inc. Files 8-K on Rights and Bylaws Amendments
Ticker: SMTK · Form: 8-K · Filed: Dec 12, 2024 · CIK: 1817760
| Field | Detail |
|---|---|
| Company | Smartkem, Inc. (SMTK) |
| Form Type | 8-K |
| Filed Date | Dec 12, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $10,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
TL;DR
SmartKem 8-K: Changes to security holder rights and bylaws filed 12/11.
AI Summary
SmartKem, Inc. filed an 8-K on December 11, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, with the date of the earliest event reported being December 11, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31.
Why It Matters
This filing indicates potential changes to the company's governance structure or security holder rights, which could impact investors and the company's operational framework.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can signal significant internal changes that may affect the company's future direction and investor relations.
Key Players & Entities
- SmartKem, Inc. (company) — Registrant
- December 11, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- December 31 (date) — Fiscal year end
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the summary text.
What amendments were made to the articles of incorporation or bylaws?
The filing states that there were amendments to the articles of incorporation or bylaws, but the specific nature of these amendments is not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 11, 2024.
In which state is SmartKem, Inc. incorporated?
SmartKem, Inc. is incorporated in Delaware.
What is the fiscal year end for SmartKem, Inc.?
SmartKem, Inc.'s fiscal year ends on December 31.
Filing Stats: 686 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2024-12-12 08:30:30
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share SMTK The Nasdaq Stock Mar
- $10,000 — nvertible Preferred Stock, stated value $10,000 per share (the "Series A-1 Preferred St
Filing Documents
- tm2430839d1_8k.htm (8-K) — 28KB
- tm2430839d1_ex3-1.htm (EX-3.1) — 9KB
- tm2430839d1_ex10-1.htm (EX-10.1) — 24KB
- 0001104659-24-127839.txt ( ) — 242KB
- tmb-20241211.xsd (EX-101.SCH) — 3KB
- tmb-20241211_lab.xml (EX-101.LAB) — 33KB
- tmb-20241211_pre.xml (EX-101.PRE) — 22KB
- tm2430839d1_8k_htm.xml (XML) — 4KB
03 Material Modification to Rights of Security
Item 3.03 Material Modification to Rights of Security Holders. The description of the terms of the Certificate of Amendment under Item 5.03 is incorporated herein by reference.
03 Amendments to Articles of Incorporation
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2024, SmartKem, Inc. (the "Company") entered into a consent agreement (the "Consent Agreement") with certain holders (the "Consenting Holders") of the Company's Series A-1 Convertible Preferred Stock, stated value $10,000 per share (the "Series A-1 Preferred Stock"). Pursuant to the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations for the Series A-1 Preferred Stock, dated January 29, 2024 (the "Certificate of Designation"), the Series A-1 Preferred Stock was to begin accruing dividends on the 18 th month anniversary of the Closing Date (as defined in the Certificate of Designation), or December 14, 2024, if the trailing 30-day VWAP was less than the then in effect conversion price of the Series A-1 Preferred Stock (the "Series A-1 Dividend"). Pursuant to the Consent Agreement, the Consenting Holders agreed to amend the Certificate of Designation such that the Series A-1 Dividend will not begin accruing until January 31, 2025 (the "Amendment"). On December 11, 2024, the Company filed a Certificate of Amendment to the Certificate of Designation with the Secretary of State of the State of Delaware (the "Certificate of Amendment") to effect the Amendment. The Consent Agreement and the Certificate of Amendment are attached as Exhibits 10.1 and 3.1 hereto, respectively. The summaries above are not intended to be complete and are qualified in their entirety by reference to such exhibits.
01 Financial Statements
Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished with this report: Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock 10.1 Consent Agreement, dated December 11, 2024, between the Company and the Consenting Holders 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Signature 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 hereunto duly authorized. SMARTKEM, INC. Dated: December 12, 2024 By: /s/ Barbra C. Keck Barbra C. Keck Chief Financial Officer