SmartKem Files 8-K: Material Agreements & Equity Sales

TL;DR

SmartKem filed an 8-K detailing new material agreements and equity sales.

AI Summary

SmartKem, Inc. filed an 8-K on March 31, 2026, reporting a material definitive agreement and unregistered sales of equity securities. The filing also includes amendments to its articles of incorporation or bylaws and other events. Specific details regarding the agreements, sales, and amendments are provided in the attached exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• SmartKem, Inc. (company) — Filer of the 8-K report
• 0001817760 (company) — CIK number for SmartKem, Inc.
• 2026-03-31 (date) — Filing date of the 8-K
• 2026-03-30 (date) — Period of report for the 8-K

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SMTK The Nasdaq Stock Mar
• $1,000 — eferred Stock"), with a stated value of $1,000 per share, convertible into shares of t
• $0.5812 — ck"), at an initial conversion price of $0.5812 per share, subject to adjustment as set
• $3,750,000 — aggregate original principal amount of $3,750,000 for an aggregate purchase price of $2,6
• $2,625,000 — ,000 for an aggregate purchase price of $2,625,000, reflecting an original issue discount
• $240,000 — ng date, for compensation not to exceed $240,000. In connection with the Preferred Stoc
• $9,129,200 — he Private Placement are expected to be $9,129,200, prior to the deduction of any fees and
• $4,500,000 — at a premium of 120% or an aggregate of $4,500,000 in accordance with the terms of the Not
• $500,000,000 — ed to purchase, up to the lesser of (a) $500,000,000 and (b) 19.99% of the Company's outstan
• $5,000,000 — y single VWAP Purchase shall not exceed $5,000,000. The ELOC Purchase Agreement prohibits
• $2.5 million — n the Company's non-compliance with the $2.5 million stockholders' equity requirement set fo

Filing Documents

• tm2610643d1_8k.htm (8-K) — 54KB
• tm2610643d1_ex3-1.htm (EX-3.1) — 288KB
• tm2610643d1_ex4-1.htm (EX-4.1) — 182KB
• tm2610643d1_ex10-1.htm (EX-10.1) — 336KB
• tm2610643d1_ex10-2.htm (EX-10.2) — 145KB
• tm2610643d1_ex10-3.htm (EX-10.3) — 301KB
• tm2610643d1_ex10-4.htm (EX-10.4) — 111KB
• 0001104659-26-037405.txt ( ) — 1925KB
• tmb-20260330.xsd (EX-101.SCH) — 3KB
• tmb-20260330_lab.xml (EX-101.LAB) — 33KB
• tmb-20260330_pre.xml (EX-101.PRE) — 22KB
• tm2610643d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Series A Preferred Stock Offering On March 30, 2026, SmartKem, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Preferred Stock Purchase Agreement") with certain institutional investors (collectively, the "Buyers"), including certain March Noteholders (as defined below) pursuant to which the Company agreed to issue and sell to the Buyers in a private placement (the "Private Placement"), at an initial closing, (i) 11,411.5 shares of the Company's newly designated Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), with a stated value of $1,000 per share, convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an initial conversion price of $0.5812 per share, subject to adjustment as set forth in the Certificate of Designations (as defined below), and (ii) warrants to purchase up to 23,251,960 shares of Common Stock (the "Warrants"). The purchase price under the Preferred Stock Purchase Agreement may be satisfied in cash or by exchange of Notes (defined below). As previously reported in a Current Report on Form 8-K filed by the Company, on March 18, 2026, entered into a Securities Purchase Agreement (the "March Note Purchase Agreement") with certain accredited investors (the "March Noteholders"), pursuant to which the Company agreed to issue and sell to the March Note Holders senior secured promissory notes (the "Notes") in the aggregate original principal amount of $3,750,000 for an aggregate purchase price of $2,625,000, reflecting an original issue discount of approximately 30%. Pursuant to the Notes, each March Noteholder may elect to exchange all or any portion of the then outstanding principal amount of its Note into the securities being issued in such subsequent placement, with the aggregate amount of such securities valued at 120% of the exchanged principal amount. Each Warrant i

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Series A Preferred Stock, the Warrants and the Commitment Shares were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 30, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the terms of the Series A Preferred Stock. The Certificate of Designations became effective upon filing. The authorized number of shares of Series A Preferred Stock is 31,412 shares, each with a par value of $0.0001 per share and a stated value of $1,000 per share. Each share of Series A Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock at a conversion rate determined by dividing the conversion amount by the conversion price of $0.5812 per share, with alternate conversion options available following stockholder approval (at 90% of the lowest VWAP during the five preceding trading days) or upon a triggering event (at 80% of such VWAP, with the conversion amount subject to a required premium of 125%), in each case subject to a 4.99% beneficial of Directors in its sole discretion, in cash, securities or other assets, on the stated value of each share, provided that upon the occurrence and continuance of a triggering event, default dividends accrue at a rate of 15.0% per annum. The Series A Preferred Stock ranks senior to the Common Stock and all other junior capital stock with respect to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Upon a liquidation event, holders of Series A Preferred Stock are entitled to receive, before any payment to holders of junior stock, an amount per share equal to the sum of (i) the Black-Scholes value of the outstanding portion of all Warrants held by such holder and (ii) the greater of (A) 125% of the applicable conversion amount and (B) the amount per share such holder would receive

01 Other Events

Item 8.01 Other Events As previously disclosed, August 15, 2025, the Company was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") that the Company's securities were subject to delisting based upon the Company's non-compliance with the $2.5 million stockholders' equity requirement set forth in Nasdaq Listing Rule 5550(b) (the "Rule"). The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") to address the deficiency, which request stayed any delisting action pending the issuance of the Panel's decision following the hearing. As a result of the Private Placement, the Company believes it has stockholders' equity of at least $2.5 million as of the date of this Current Report on Form 8-K. The Company awaits Nasdaq's formal confirmation that it has regained compliance with the Rule and will provide a further update when appropriate. Furthermore, Nasdaq will continue to monitor the Company's ongoing compliance with the Rule and, if the Company's next periodic report does not evidence compliance with the Rule, the Company may again be subject to delisting.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of SmartKem, Inc., filed with the Secretary of State of the State of Delaware on March 30, 2026 4.1 Form of Warrant 10.1 Form of Preferred Stock Purchase Agreement 10.2 Form of Preferred Stock Registration Rights Agreement 10.3 Common Stock Purchase Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto 10.4 Registration Rights Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto 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: March 31, 2026 By: /s/ Barbra C. Keck Barbra C. Keck Chief Financial Officer

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