[8-K] SmartKem, Inc. Reports Material Event

Rhea-AI Filing Summary

On 19 June 2025, SmartKem Limited, a wholly owned subsidiary of SmartKem, Inc. (Nasdaq: SMTK), signed a Letter of Variation with CPI Innovation Services Limited (CPIIS). The document amends the Framework Services Agreement originally dated 22 March 2024 and most recently due to expire on 30 June 2025.

• Term extension: The services arrangement is now extended to 31 December 2025, unless a separate licence agreement between the parties begins sooner.
• Scope of services: SmartKem continues to purchase access to CPI’s process-fabrication equipment and specialised staff, which are central to the company’s flexible semiconductor R&D and prototyping work.
• Cost provisions: CPIIS agreed to waive SmartKem’s minimum usage obligations during the extension period, potentially lowering fixed operating costs. SmartKem will, however, share certain relocation expenses tied to CPIIS’s facility consolidation.
• Automatic termination: The amended agreement will end on the earlier of (i) commencement of a licence agreement or (ii) 31 December 2025.
• The Letter of Variation is filed as Exhibit 10.1; portions have been omitted as non-material and confidential.

No financial statements, revenue figures, or earnings guidance were included in this Form 8-K.

Positive

• Term extended to 31 December 2025, securing continued access to CPI fabrication assets crucial for SmartKem’s R&D.
• CPIIS waived minimum usage obligations, potentially lowering fixed operating costs during the extension period.

Negative

• SmartKem must share relocation costs for CPIIS equipment, introducing additional, though unquantified, cash requirements.
• Agreement will terminate automatically by 31 December 2025, highlighting a limited horizon for facility access if no licence deal materialises.

Insights

Financial Analyst

TL;DR: Extension secures facility access and cuts minimum-use costs; limited financial impact, modestly positive cash-flow optics.

From a capital-markets perspective, the amendment marginally strengthens SmartKem’s operating flexibility. Extending access to CPI’s specialised fabrication equipment keeps R&D schedules intact, while the waiver of minimum usage thresholds reduces fixed cost pressure—helpful for a pre-revenue, emerging-growth issuer. The obligation to share relocation costs introduces some incremental cash outflow, but the filing does not quantify the exposure, suggesting it is not material. Because the agreement still sunsets no later than 31 December 2025, investors should remain alert to longer-term capacity strategy. Overall, the disclosure is neutral-to-slightly positive and not expected to move the stock materially.

Industry Specialist – Flexible Electronics

TL;DR: Deal preserves prototyping continuity at CPI; strategic but not transformative for SmartKem’s technology roadmap.

CPI’s facilities house niche pilot-line tools tailored for organic semiconductor processes, which are costly to replicate in-house. By locking in access through year-end 2025, SmartKem protects critical development milestones without committing to minimum equipment hours—advantageous for unpredictable project workflows. Shared relocation costs appear routine as CPIIS consolidates operations. The automatic-termination clause foreshadows a potential shift to a licence-based model, but until executed, it’s merely optionality. Given the absence of quantified savings or capex, the announcement is operational housekeeping rather than a market-moving event.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2025

SmartKem, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42115	85-1083654
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

(Address of principal executive offices, including zip code)

011-44-161-721-1514

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		SMTK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2025, SmartKem Limited (“SmartKem”), a wholly owned subsidiary of SmartKem, Inc. (the “Company”), entered into a letter of variation (the “Letter of Variation”) with CPI Innovation Services Limited (“CPIIS”) pursuant to which the term of the framework services agreement, dated March 22, 2024 (as amended, the “Framework Services Agreement”), between SmartKem and CPIIS, which had previously been extended to June 30, 2025, was further extended to December 31, 2025. Pursuant to the Framework Services Agreement, the Company purchases services consisting primarily of access to the Centre for Process Innovation (“CPI”) process equipment required for fabrication, as well as access to staff with specific skills. Under the terms of the Letter of Variation, CPIIS has agreed to waive the Company’s minimum usage obligations during the extension period. In addition, pursuant to the Letter of Variation, the Company is obligated to share a portion of the cost of relocating certain equipment as part of the consolidation of CPIIS’s operations. Under the Letter of Variation, the Framework Services Agreement shall automatically terminate on the earlier of (i) the commencement of a license agreement between the Company and CPIIS and (ii) December 31, 2025.

The Letter of Variation is attached as Exhibit 10.1 hereto. The description of the Letter of Variation is not intended to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1 *		Letter of Variation, dated June 19, 2025, by and between SmartKem Limited and CPI Innovation Services Limited.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

 * The Company has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K, because they (a) are not material and (b) are the type that the Company treats as private or confidential.

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: June 24, 2025	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

What did SmartKem (SMTK) announce in its latest Form 8-K?

The company signed a Letter of Variation extending its Framework Services Agreement with CPIIS to 31 December 2025 and adjusting cost terms.

Does the amendment change SmartKem’s financial obligations?

Yes. CPIIS waived minimum usage fees, lowering fixed costs, but SmartKem must share certain equipment relocation expenses.

When will the amended Framework Services Agreement end?

It terminates on the earlier of a future licence agreement between the parties or 31 December 2025.

Is any financial data or earnings guidance provided in this 8-K?

No. The filing contains no financial statements, revenue figures, or earnings guidance.

Which exhibit contains the Letter of Variation?

The amendment is filed as Exhibit 10.1; confidential portions have been omitted.