Smartkem, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SMTK The Nasdaq Stock Mar
• $1,100,000 — ") in the aggregate principal amount of $1,100,000 and (ii) warrants (the "Warrants") exer
• $2.75 — Common Stock"), at an exercise price of $2.75 per share for an aggregate purchase pri
• $1,000,000 — hare for an aggregate purchase price of $1,000,000. The Purchase Agreement contains custo

Filing Documents

• tm2528045d4_8k.htm (8-K) — 36KB
• tm2528045d4_ex4-1.htm (EX-4.1) — 103KB
• tm2528045d4_ex10-1.htm (EX-10.1) — 320KB
• tm2528045d4_ex10-2.htm (EX-10.2) — 46KB
• tm2528045d4_ex10-3.htm (EX-10.3) — 213KB
• 0001104659-25-105530.txt ( ) — 1052KB
• tmb-20251031.xsd (EX-101.SCH) — 3KB
• tmb-20251031_lab.xml (EX-101.LAB) — 33KB
• tmb-20251031_pre.xml (EX-101.PRE) — 22KB
• tm2528045d4_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 31, 2025, SmartKem, Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company issued and sold to the Purchasers in a private placement: (i) Senior Secured Notes (the "Notes") in the aggregate principal amount of $1,100,000 and (ii) warrants (the "Warrants") exercisable for up to an aggregate of 400,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an exercise price of $2.75 per share for an aggregate purchase price of $1,000,000. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Purchase Agreement provides the Purchasers with "piggy-back" registration rights in certain circumstances. The Notes mature on April 30, 2026 and do not bear interest prior to an event of default. If an event of default occurs, interest will accrue at an interest rate equal to the lesser of 10% of the accrued principal amount due and owing under the Note per annum or the maximum rate permitted under applicable law. The Notes are not convertible into shares of Common Stock. In connection with the issuance of the Notes, on October 31, 2025, the Company and its subsidiaries entered into a security agreement with The Hewlett Fund LP, as collateral agent (the "Security Agreement"). Pursuant to the Security Agreement, each of the Company and its subsidiaries granted the collateral agent a security interest in substantially all of their assets for the benefit of the Purchasers. The Warrants have an exercise price of $2.75 per share. The Warrants are exercisable upon issuance and will expire five (5) years from the date of issuance. The Warrants are exercisable in whole or in part in cash. If at the time of exercise more than six months

03 Creation of a Direct Financial Obligation under an Off-Balance

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in response to Item 1.01 above is incorporated herein by reference.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained in response to Item 1.01 above is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. As a result of the Company's need for additional capital, the Company has significantly curtailed its operations and delayed payments to its vendors as a part of its plan to conserve cash. Consequently, the Company's accounts payable have increased significantly since June 30, 2025. The Company will require significant additional capital in order to pay vendors and to resume normal operations.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Senior Secured Noted 10.3 Security Agreement, dated October 31, 2025, by and between SmartKem, Inc. and The Hewlett Fund LP, as collateral agent 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: November 3, 2025 By: /s/ Barbra C. Keck Name: Barbra C. Keck Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR