SmartKem (NASDAQ: SMTK) prices $2.6M registered stock offering

Rhea-AI Filing Summary

SmartKem, Inc. entered into a securities purchase agreement with institutional investors to sell 11,365,350 shares of common stock at $0.2303 per share, for gross proceeds of $2,617,440.

The shares are being issued as a takedown from an effective Form S-3 shelf registration. Closing is expected on or about March 26, 2026, subject to customary conditions. SmartKem plans to use the net proceeds for working capital and general corporate purposes.

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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): March 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.)

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 (§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 1.01 Entry into a Material Definitive Agreement.

On March 20, 2026, SmartKem, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 11,365,350 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.2303 per share (the “Offering”). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-281608), which was declared effective by the Securities and Exchange Commission on August 22, 2024 and a related base prospectus and prospectus supplement thereunder.

The closing of the sales of the Shares under the Purchase Agreement is expected to occur on or about March 26, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds from the Offering were $2,617,440, prior to deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1		Form of Securities Purchase Agreement
23.1		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
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 26, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

What did SmartKem (SMTK) disclose in its March 20, 2026 Form 8-K?

SmartKem disclosed a new common stock financing. The company agreed to sell 11,365,350 common shares to institutional investors under a securities purchase agreement, using its effective Form S-3 shelf registration to complete the transaction.

How much capital is SmartKem (SMTK) raising in this stock sale?

SmartKem is raising gross proceeds of $2,617,440. The company priced 11,365,350 common shares at $0.2303 per share, with proceeds before deducting offering expenses and other costs associated with the equity financing.

What price did SmartKem (SMTK) set for the new common shares?

The new SmartKem shares are priced at $0.2303 each. Institutional investors agreed to buy 11,365,350 common shares at this purchase price as part of the securities purchase agreement executed on March 20, 2026.

When is the SmartKem (SMTK) stock offering expected to close?

The offering is expected to close on or about March 26, 2026. Completion of the sale of 11,365,350 common shares is subject to the satisfaction of customary closing conditions specified in the securities purchase agreement.

How will SmartKem (SMTK) use the proceeds from this equity raise?

SmartKem plans to use the net proceeds for working capital and general corporate purposes. After deducting offering expenses from the $2,617,440 gross proceeds, funds will support the company’s ongoing operational and corporate needs.

Under what registration statement is the SmartKem (SMTK) offering made?

The shares are offered under SmartKem’s Form S-3 shelf registration. The registration statement, File No. 333-281608, was declared effective on August 22, 2024 and is used with a base prospectus and prospectus supplement for this transaction.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 159.9 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 12.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB