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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 20, 2026
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) |
(IRS Employer
Identification No.) |
3 Germay Drive, Unit 4 #1029
Wilmington, DE, 19804
(Address of principal executive offices, including
zip 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 (§230.405 of this chapter) or Rule 12b - 2 of the Securities Exchange
Act of 1934 (§240.12b - 2 of this chapter).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Changes
in Fiscal Year.
On August 20, 2026, SmartKem, Inc. (the “Company”)
filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate
of Amendment”) to effectuate a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding
shares of its common stock, par value $0.0001 per share (“Common Stock”), on a 1-for-50 basis. The Certificate of Amendment
became effective at 5:00 p.m. (Eastern Time) on August 20, 2026 (the “Effective Time”). As of the Effective Time, every
fifty shares of issued and outstanding Common Stock were converted into one share of Common Stock. No fractional shares were issued in
connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Split will be rounded up to the next
whole share. The Company’s transfer agent, Equiniti Trust Company, LLC acted as the exchange agent for the Reverse Stock Split.
The Reverse Stock Split did not alter the par value of the Company’s Common Stock. The Reverse Stock Split did not impact the authorized
number of shares of Common Stock. In addition, pursuant to their terms, a proportionate adjustment was made to the per share exercise
price and number of shares issuable under all of the Company’s outstanding stock options and warrants to purchase shares of Common
Stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan will be reduced
proportionately.
A copy of the Certificate of Amendment is attached
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Reverse Stock
Split does not purport to be complete and is qualified in its entirety by reference to such exhibit, which is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibits |
Description |
| 3.1 |
Certificate of Amendment of Certificate of Incorporation |
| 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: August 21, 2026 |
By: |
/s/ Barbra
C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |