SmartKem OKs $750K retention plan for CEO, CFO

Rhea-AI Filing Summary

SmartKem, Inc. (SMTK) approved a transaction retention bonus plan for its Chief Executive Officer, Chief Financial Officer, and independent directors in connection with the previously announced Ferrox Critical Minerals, Ltd. transaction and the related Registration Statement on Form S-4 and proxy statement/prospectus. The plan provides for aggregate retention bonuses of up to $750,000, with half of each recipient’s bonus (Tranche 1) payable upon Board approval on September 16, 2026, and the remaining half (Tranche 2) payable upon the filing of the Form S-4. All retention amounts are subject to a 100% clawback if a recipient resigns before the earlier of the closing of the Ferrox transaction or June 30, 2027.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Aggregate retention bonuses: $750,000 CEO retention bonus: $200,000 CFO retention bonus: $150,000 +3 more

6 metrics

Aggregate retention bonuses $750,000 Total potential retention bonuses under the transaction retention bonus plan

CEO retention bonus $200,000 Ian Jenks’ total bonus, split into $100,000 Tranche 1 and $100,000 Tranche 2

CFO retention bonus $150,000 Barbra Keck’s total bonus, split into $75,000 Tranche 1 and $75,000 Tranche 2

Independent director retention bonus $100,000 each Per independent director, split into $50,000 Tranche 1 and $50,000 Tranche 2

Clawback period end date June 30, 2027 Latest date through which resignation triggers 100% clawback, if earlier than Ferrox closing

Board approval date September 16, 2026 Date the Board approved the transaction retention bonus plan and Tranche 1 became payable

Key Terms

transaction retention bonus plan, clawback, Registration Statement on Form S-4, proxy statement/prospectus, +1 more

5 terms

transaction retention bonus plan financial

"approved, a transaction retention bonus plan for the Company’s Chief Executive Officer"

clawback financial

"The retention amounts are subject to a 100% clawback for any recipient"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

Registration Statement on Form S-4 regulatory

"and the filing of the Registration Statement on Form S-4, including the proxy"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"including the proxy statement/prospectus contained therein (the “Form S-4”)"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Ferrox Transaction financial

"through the consummation of the Company’s previously announced transaction with Ferrox"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SmartKem, Inc. (SMTK) announce in this Form 8-K?

SmartKem announced Board approval of a transaction retention bonus plan for its CEO, CFO, and independent directors, tied to the previously announced transaction with Ferrox Critical Minerals, Ltd. and the related Form S-4 filing.

What is the total value of the retention bonuses at SmartKem (SMTK)?

The plan provides for aggregate retention bonuses of up to $750,000. This total covers the Chief Executive Officer, Chief Financial Officer, and five independent directors, each with specified bonus amounts split between two tranches.

How are the SmartKem (SMTK) retention bonuses structured and when are they paid?

Each bonus is split into two tranches: Tranche 1 became payable upon Board approval on September 16, 2026, and Tranche 2 will become payable upon the filing of the Form S-4 related to the Ferrox transaction.

What retention bonus will SmartKem’s (SMTK) CEO receive?

Chief Executive Officer Ian Jenks is eligible for a $200,000 retention bonus, consisting of $100,000 in Tranche 1 and $100,000 in Tranche 2, subject to the plan’s clawback conditions.

What are the clawback conditions for the SmartKem (SMTK) retention bonuses?

All retention amounts are subject to a 100% clawback for any recipient who resigns before the earlier of the closing of the Ferrox Transaction or June 30, 2027.

What bonuses will SmartKem (SMTK) independent directors receive?

Each independent director—Steven DenBaars, Melisa Denis, Klaas de Boer, and Sri Peruvemba—is eligible for a $100,000 retention bonus, split as $50,000 in Tranche 1 and $50,000 in Tranche 2.

How much is SmartKem’s (SMTK) CFO eligible to receive under the retention plan?

Chief Financial Officer Barbra Keck is eligible for a $150,000 retention bonus, paid as $75,000 in Tranche 1 and $75,000 in Tranche 2, subject to the same clawback terms tied to the Ferrox transaction and June 30, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 05:00 PM Accepted by SEC EDGAR 09/21/2026 - 05:00 PM Learn about SEC filing dates

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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): September 16, 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 ¨

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2026, the Compensation Committee of SmartKem, Inc., a Delaware corporation (the “Company”) recommended, and on September 16, 2026, the Board of Directors of the Company approved, a transaction retention bonus plan for the Company’s Chief Executive Officer, Chief Financial Officer, and independent directors.

The transaction retention bonus plan is structured to promote retention and incentivize efforts through the consummation of the Company’s previously announced transaction with Ferrox Critical Mineterals, Ltd. (the “Ferrox Transaction”) and the filing of the Registration Statement on Form S-4, including the proxy statement/prospectus contained therein (the “Form S-4”), in connection therewith.

The aggregate amount of the retention bonuses is up to $750,000. Half of the retention amount (Tranche 1) became payable upon approval of the transaction retention bonus plan by the Board of Directors, and the balance (Tranche 2) will become payable upon the filing of the Form S-4. The retention amounts are subject to a 100% clawback for any recipient who resigns before the earlier of the closing of the Ferrox Transaction or June 30, 2027.

The retention amount for each recipient is as follows:

Recipient		Retention Bonus				Tranche 1				Tranche 2
Ian Jenks, Chief Executive Officer		$	200,000			$	100,000			$	100,000
Barbra Keck, Chief Financial Officer		$	150,000			$	75,000			$	75,000
Steven DenBaars, Independent Director		$	100,000			$	50,000			$	50,000
Melisa Denis, Independent Director		$	100,000			$	50,000			$	50,000
Klaas de Boer, Independent Director		$	100,000			$	50,000			$	50,000
Sri Peruvemba, Independent Director		$	100,000			$	50,000			$	50,000

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: September 21, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• 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