SmartKem amends 2023 placement terms; trigger now $2.75

Rhea-AI Filing Summary

SmartKem, Inc. amended terms with certain holders of securities from its June 2023 private placement. Effective October 13, 2025, the Amendment Agreement lowers the price at which a “Lower Price Issuance” would be deemed to occur, changing it from $4.00 to $2.75. This update modifies when the contract’s pricing provision is triggered under the existing Purchase Agreement dated June 14, 2023.

Insights

Capital markets analyst

Neutral administrative change: trigger reset to $2.75 from $4.00.

SmartKem and certain 2023 private placement holders agreed to amend the Purchase Agreement so that a “Lower Price Issuance” is deemed to occur at $2.75 instead of $4.00. This specifically updates the contract’s pricing trigger.

The change applies to securities issued in the June 2023 transaction and is memorialized via an Amendment Agreement dated October 13, 2025. The filing does not describe additional terms beyond the revised trigger level in the provided excerpt.

Practical effects, if any, would depend on future issuance activity and the agreement’s mechanics as defined. The exhibit (10.1) contains the full amendment text.

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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): October 13, 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

8Delaunays 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 October 13, 2025, the Company entered into an Amendment Agreement (the “Agreement”) with certain holders (the “Holders”) of securities issued in the Company’s June 2023 private placement, pursuant to which the Holders agreed to amend the Purchase Agreement, dated June 14, 2023 (as previously amended, the “Purchase Agreement”) to lower the price at which a Lower Price Issuance (as defined in the Purchase Agreement) would be deemed to occur from $4.00 to $2.75.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment Agreement, dated October 13, 2025
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: October 14, 2025	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

What did SMTK announce in its Form 8-K?

SmartKem amended its June 2023 private placement Purchase Agreement to lower the “Lower Price Issuance” trigger from $4.00 to $2.75.

When was the Amendment Agreement signed for SMTK?

The Amendment Agreement was dated October 13, 2025.

Which prior agreement does the SMTK amendment modify?

It modifies the Purchase Agreement dated June 14, 2023 related to the company’s June 2023 private placement.

Who are the counterparties to the SMTK amendment?

The amendment is with certain holders of securities issued in the June 2023 private placement.

What exhibit contains the full SMTK amendment text?

Exhibit 10.1 is the Amendment Agreement dated October 13, 2025.

What is SMTK’s trading symbol and exchange?

SmartKem’s common stock trades under SMTK on The Nasdaq Stock Market LLC.