SmartKem (NASDAQ: SMTK) approves 1-for-50 reverse split to meet Nasdaq bid price

Q: What reverse stock split did SmartKem, Inc. (SMTK) announce?

SmartKem announced a 1-for-50 reverse stock split of its outstanding common stock. Every 50 existing shares will be automatically combined into one share, proportionally reducing shares outstanding while keeping authorized shares unchanged and adjusting related equity instruments.

Q: When will SMTK’s reverse stock split take effect and when will split-adjusted trading begin?

The reverse stock split becomes effective on August 20, 2026 at 5:00 p.m. Eastern Time . SmartKem’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on August 21, 2026 .

Q: Why is SmartKem (SMTK) implementing a reverse stock split?

SmartKem states the reverse stock split is intended to increase the per share trading price of its common stock in order to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

Q: How will SmartKem’s (SMTK) equity awards and warrants be affected by the reverse split?

SmartKem states it will make proportionate adjustments to the number of shares underlying outstanding equity awards, warrants, and other equity-based securities, as well as the applicable exercise or conversion prices, to reflect the 1-for-50 reverse stock split.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SmartKem, Inc. (SMTK) reports that its board, following prior shareholder authorization, approved a 1-for-50 reverse stock split of its outstanding common stock. The reverse split becomes effective on August 20, 2026 at 5:00 p.m. Eastern Time, and the stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on August 21, 2026 under the existing ticker SMTK and new CUSIP 83193D302. The reverse split is intended to increase the per share trading price to satisfy Nasdaq’s minimum bid price requirement for continued listing. Every 50 shares will be combined into one share, reducing outstanding shares proportionally, while authorized shares will not change. Fractional positions will be rounded up to the nearest whole share. Proportionate adjustments will be made to equity awards, warrants, other equity-based securities, and their exercise or conversion prices.

Filing Explained

The Ferrox combination remains proposed: any common-stock issuance and holder dilution await later transaction documents and are not completed by this filing.

SmartKem also discloses a definitive business combination agreement with Ferrox that remains proposed and contemplates issuing common stock; any resulting increase in shares outstanding is therefore conditional and is not reported as completed in this filing.

Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, but this filing does not state the share count or resulting ownership percentages needed to size that effect.

The release mentions a “potential dilutive effect” from securities issued in connection with a debt conversion agreement, but its disclosed state is still proposed: SmartKem says it intends to file an S-4 and reports no completed issuance.

The stated resolution path is the later S-4 filing; after the registration statement is declared effective, the definitive proxy statement and prospectus will be sent to stockholders.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-50 Effective time of reverse split: August 20, 2026 at 5:00 p.m. Eastern Time Split-adjusted trading start date: August 21, 2026 +3 more

6 metrics

Reverse split ratio 1-for-50 Ratio at which every 50 shares of SmartKem common stock are combined into one share

Effective time of reverse split August 20, 2026 at 5:00 p.m. Eastern Time Time when the reverse stock split becomes effective

Split-adjusted trading start date August 21, 2026 Date SMTK begins trading on a split-adjusted basis on the Nasdaq Capital Market

New CUSIP 83193D302 CUSIP for SmartKem common stock following the reverse stock split

Par value per share $0.0001 per share Par value of SmartKem common stock, which the company states will not change

Nasdaq requirement referenced Minimum bid price requirement Listing standard the company aims to satisfy through the reverse stock split

Key Terms

reverse stock split, Nasdaq Capital Market, minimum bid price requirement, Registration Statement on Form S-4, +2 more

6 terms

reverse stock split financial

"announced that its Board of Directors has approved a reverse stock split of the Company’s outstanding"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Capital Market market

"common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

minimum bid price requirement market

"intended to increase the per share trading price of Smartkem's common stock to satisfy the minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Registration Statement on Form S-4 regulatory

"the Company intends to file with the SEC a Registration Statement on Form S-4 to register"

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

"The Registration Statement will include a proxy statement of the Company and a prospectus of the Company (the Proxy Statement/Prospectus)"

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.

forward-looking statements regulatory

"All statements in this press release that are not historical are forward-looking statements, including"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What reverse stock split did SmartKem, Inc. (SMTK) announce?

SmartKem announced a 1-for-50 reverse stock split of its outstanding common stock. Every 50 existing shares will be automatically combined into one share, proportionally reducing shares outstanding while keeping authorized shares unchanged and adjusting related equity instruments.

When will SMTK’s reverse stock split take effect and when will split-adjusted trading begin?

The reverse stock split becomes effective on August 20, 2026 at 5:00 p.m. Eastern Time. SmartKem’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on August 21, 2026.

How will fractional shares be treated in SmartKem’s (SMTK) 1-for-50 reverse split?

SmartKem will not issue fractional shares in the reverse split. Shareholders otherwise entitled to a fractional share will receive a rounded-up whole share, so each affected holder’s post-split position is rounded to the nearest whole share.

Will SmartKem’s (SMTK) ownership percentages change because of the reverse stock split?

The company states the reverse split will affect all shareholders uniformly and will not alter any shareholder’s proportional ownership interest, except for minor adjustments resulting from the rounding-up treatment of fractional shares in the transaction.

Why is SmartKem (SMTK) implementing a reverse stock split?

SmartKem states the reverse stock split is intended to increase the per share trading price of its common stock in order to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

What is the new CUSIP for SmartKem (SMTK) after the reverse split?

In conjunction with the reverse stock split, SmartKem’s common stock CUSIP will change to 83193D302. The company notes that the ticker symbol will remain SMTK, while only the CUSIP identifier for the shares is updated.

How will SmartKem’s (SMTK) equity awards and warrants be affected by the reverse split?

SmartKem states it will make proportionate adjustments to the number of shares underlying outstanding equity awards, warrants, and other equity-based securities, as well as the applicable exercise or conversion prices, to reflect the 1-for-50 reverse stock split.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 08:06 AM Accepted by SEC EDGAR 08/19/2026 - 08:05 AM

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 19, 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 8.01 Other Events

On August 19, 2026, SmartKem, Inc. (the “Company”) announced that it will proceed with a 1-for-50 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of common stock, par value $0.0001, following authorization by shareholders at the company’s Annual Meeting of Shareholders held June 23, 2026. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

The Reverse Split will be effective after the market closes on August 20, 2026, and will begin trading on a post-split basis on The Nasdaq Stock Market LLC at market open on August 21, 2026. In conjunction with the Reverse Split, the CUSIP number will be changed to 83193D302. There will be no change to the par value of the Company’s common stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares with the exception of those holders of fractional shares. No fractional shares will be issued in connection with the Reverse Split. The Company will issue one whole share of common stock to any stockholder who would have been entitled to receive a fractional share of common stock due to the Reverse Split. Each holder of common stock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately before the Reverse Split, except for adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares. Proportionate adjustments will be made to the number of shares of common stock underlying the Company’s outstanding equity awards, warrants, and the maximum number of shares issuable under its equity incentive plans, as well as the exercise or conversion price, as applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits	Description
99.1	Press Release dated August 19, 2026
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 19, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Smartkem, Inc. announces reverse split of common stock to support continued Nasdaq listing

WILMINGTON, DE, August 19, 2026 – Smartkem, Inc. (Nasdaq: SMTK) ("Smartkem" or the "Company") today announced that its Board of Directors has approved a reverse stock split of the Company’s outstanding common stock at a ratio of 1-for-50, following authorization by shareholders at the company’s Annual Meeting of Shareholders held June 23, 2026.

The reverse stock split will become effective on August 20, 2026 at 5:00 p.m. Eastern Time and Smartkem’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on August 21, 2026 under the existing ticker symbol “SMTK.”

The reverse stock split is intended to increase the per share trading price of Smartkem's common stock to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

As a result of the reverse stock split, every 50 shares of Smartkem common stock issued and outstanding will automatically be combined into one share of common stock. The reverse stock split will reduce the number of outstanding shares proportionally, while the number of authorized shares of common stock will not change. Fractional shares will not be issued. Shareholders who would be entitled to receive fractional shares will instead be entitled to the rounding [up] of their fractional share to the nearest whole share.

The reverse stock split will affect all shareholders uniformly and will not alter any shareholder's proportional ownership interest in the company, except for adjustments resulting from the treatment of fractional shares. The reverse stock split will also proportionately adjust the number of shares underlying the company's outstanding equity awards, warrants, and other equity-based securities, as well as the applicable exercise or conversion prices.

Equiniti is serving as the exchange agent for the reverse stock split. Shareholders holding shares electronically or in book-entry form do not need to take any action. Shareholders holding certificated shares will receive instructions from Equiniti regarding the exchange of their stock certificates. Additional information regarding the reverse stock split can be found in Smartkem's definitive proxy statement filed with the Securities and Exchange Commission on May 18, 2026.

About Smartkem, Inc.

Smartkem develops and manufactures custom electronic materials designed to enable the next generation of electronics. Our advanced TRUFLEX^® materials integrate into existing manufacturing processes, supporting efficient, scalable production and high-performance outcomes across a broad range of electronic applications. We combine materials science expertise with practical engineering to deliver tailored solutions for partners seeking to innovate in electronics.

For more information, visit the Smartkem website or follow on LinkedIn.

Smartkem, INC.

3 gERMAY DRIVE

UNIT 4 #1029

WILMINGTON, DE 19804

enquiries@Smartkem.com

PRESS RELEASE

Additional Information and Where to Find It

On 3^rd August 2026, Smartkem, announced that it entered into a definitive business combination agreement (the "Agreement") with Ferrox Critical Minerals ("Ferrox"). In connection with the proposed transaction between the Company and Ferrox, the Company intends to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the common stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of the Company and a prospectus of the Company (the "Proxy Statement/Prospectus"). Each of Ferrox and the Company may file with the SEC other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, the definitive Proxy Statement/Prospectus will be sent to the stockholders. This is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant documents that Ferrox or the Company has filed or will file with the SEC. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENTAND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FERROX, THE COMPANY, THE PROPOSED TRANSACTION, AND RELATED MATTERS. A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other relevant documents filed by Ferrox and the Company with the SEC, may be obtained free of charge, when they become available, at the SEC's website at www.sec.gov. The information on Ferrox's or the Company's respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

Forward-Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, the impact that the transaction will have on the Company’s balance sheet and its ongoing cash requirements, the potential dilutive effect of the issuance of the securities in connection with the debt conversion agreement, its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations with its partners and investors. These statements are not historical facts but rather are based on Smartkem, Inc.'s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as "may," "will," "could," "would," "should," "anticipate," "predict," "potential," "continue," "expect," "intend," "plan," "project," "believe," "estimate," and other similar or elated expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.  

Contacts

Selena Kirkwood

VP of Communications for Smartkem, Inc.

s.kirkwood@Smartkem.com

Smartkem, iNC.