SmartKem (SMTK) investors approve big share increase, reverse splits and dilution tools

Rhea-AI Filing Summary

SmartKem, Inc. reported the results of its annual stockholder meeting, where all eleven proposals received the required approvals. Stockholders elected two Class II directors to terms through 2029 and gave advisory approval to the executive compensation program and annual say-on-pay frequency.

They ratified CBIZ CPAS P.C. as auditor for the year ending December 31, 2026. Stockholders also approved a major increase in authorized common shares from 300,000,000 to 5,000,000,000, an expansion of the 2021 Equity Incentive Plan share pool, and authority for the board to effect up to two reverse stock splits.

In addition, stockholders approved issuing common stock below the Nasdaq minimum price in excess of 19.99% of outstanding shares in connection with both the company’s Equity Line of Credit and its Series A convertible preferred stock and related warrants. They also adopted amendments allowing stockholder action by written consent and removing certain two-thirds supermajority voting requirements.

Positive

• None.

Negative

• Substantial potential dilution authorized: Stockholders approved increasing authorized common shares from 300,000,000 to 5,000,000,000 and allowing share issuances below the Nasdaq minimum price above 19.99% of outstanding stock in connection with an Equity Line of Credit and Series A preferred conversions and warrants.

Insights

Capital structure and governance analyst

Shareholders approved broad flexibility for future equity and governance changes.

Stockholders of SmartKem, Inc. backed a large increase in authorized common shares from 300,000,000 to 5,000,000,000 and expanded the 2021 Equity Incentive Plan to 2,144,622 shares. These steps give the company substantial capacity for future equity issuance.

They also authorized up to two reverse stock splits and approved issuing shares below the Nasdaq minimum price in amounts above 19.99% of outstanding stock for both the Equity Line of Credit and the Series A preferred conversion and warrants. These approvals could support future financing but may be dilutive depending on how they are used.

Governance changes permit stockholder action by written consent and remove certain two-thirds supermajority requirements from the charter, modestly shifting how control and decision-making can operate. Actual impact will depend on future board and stockholder actions under these new authorities.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 21,446,213 shares Shares represented at meeting: 14,391,656 shares Authorized common shares: Increase from 300,000,000 to 5,000,000,000 +4 more

7 metrics

Shares entitled to vote 21,446,213 shares Common stock outstanding on record date May 11, 2026

Shares represented at meeting 14,391,656 shares Common stock present in person or by proxy at meeting

Authorized common shares Increase from 300,000,000 to 5,000,000,000 Charter amendment approved in Proposal Five

Equity Incentive Plan pool Increase to 2,144,622 shares From 1,643,692 shares prior to reverse stock splits

Auditor ratification votes 14,281,907 for; 109,055 against; 694 abstain CBIZ CPAS P.C. for year ending December 31, 2026

Proposal Five support 13,328,336 for; 1,033,263 against; 30,057 abstain Authorized share increase approval

Reverse split authority votes 14,104,710 for; 244,767 against; 42,179 abstain Proposal Seven approval

Key Terms

reverse stock splits, Equity Line of Credit, Nasdaq minimum price, Series A convertible preferred stock, +2 more

6 terms

reverse stock splits financial

"to grant discretionary authority to our Board of Directors to effect up to two reverse stock splits"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Equity Line of Credit financial

"issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% ... in connection with the Company’s Equity Line of Credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

Nasdaq minimum price financial

"approve the issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% of the Company’s issued and outstanding Common Stock"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

Series A convertible preferred stock financial

"in connection with the conversion of the Company’s Series A convertible preferred stock or exercise of related warrants"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

written consent in lieu of a meeting financial

"to permit our stockholders to take action by written consent in lieu of a meeting"

A written consent in lieu of a meeting is a signed document by a company’s board members or shareholders that approves a specific corporate action without convening a formal meeting. Like signing a group text instead of gathering in person, it speeds decisions and lowers costs, but it also concentrates voting power and limits public debate, so investors watch it for how quickly actions occur and how transparently votes are recorded.

supermajority consent requirements financial

"to remove the two-thirds supermajority consent requirements for certain matters"

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 06:05 AM Accepted by SEC EDGAR 06/26/2026 - 06:00 AM 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): June 23, 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 5.07 Submission of Matters to a Vote of Security Holders

On June 23, 2026, SmartKem, Inc., Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Meeting”) to consider and vote on eleven proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated May 18, 2026 and first mailed to stockholders of the Company on or about May 18, 2026 (the “Proxy Statement”). At the close of business on May 11, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there were 21,446,213 shares of common stock, each share entitled to one vote, constituting all of the outstanding voting securities of the Company. At the Meeting, the holders of 14,391,656 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. The final voting results for each of the matters submitted to a Company stockholder vote at the Meeting are set forth below. Capitalized terms used and not otherwise defined herein have the meanings given in the Proxy Statement.

PROPOSAL ONE: Election of Director Nominees to serve as Class II Directors for a three-year term expiring at the annual meeting of stockholders in 2029;

1a. KLAAS DE BOER

FOR:		ABSTAIN		BROKER NON-VOTES:
11,511,577		41,600		2,838,479

1b. SRIRAM PERUVEMBA

FOR:		ABSTAIN		BROKER NON-VOTES:
11,491,588		61,589		2,838,479

PROPOSAL TWO: to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers;

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,499,529		49,241		4,407		2,838,479

PROPOSAL THREE: to approve, on an advisory basis, the frequency at which future stockholders advisory votes on executive compensation should occur;

1 YEAR:		2 YEARS:		3 YEARS		ABSTAIN:
11,498,822		22,095		20,129		12,131

·        Broker Non-Votes: 2,838,479

PROPOSAL FOUR: to ratify the appointment of CBIZ CPAS P.C. as our independent registered public accounting firm for the year ending December 31, 2026;

FOR:		AGAINST:		ABSTAIN
14,281,907		109,055		694

PROPOSAL FIVE: to approve an amendment to our Amended and Restated Certificate of Incorporation, to increase the number of shares of Common Stock that the Company is authorized to issue from 300,000,000 to 5,000,000,000 shares;

FOR:		AGAINST:		ABSTAIN
13,328,336		1,033,263		30,057

PROPOSAL SIX: to approve an amendment to our 2021 Equity Incentive Plan to increase the number of shares of Common Stock that the Company is authorized to issue pursuant to the Plan from 1,643,692 to 2,144,622 shares (prior to giving effect to the Reverse Stock Splits);

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,493,630		58,320		1,227		2,838,479

PROPOSAL SEVEN: to approve up to two amendments to our Amended and Restated Certificate of Incorporation to grant discretionary authority to our Board of Directors to effect up to two reverse stock splits;

FOR:		AGAINST:		ABSTAIN
14,104,710		244,767		42,179

PROPOSAL EIGHT: to approve the issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% of the Company’s issued and outstanding Common Stock in connection with the Company’s Equity Line of Credit;

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,496,232		55,343		1,602		2,838,479

PROPOSAL NINE: to approve the issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% of the Company’s issued and outstanding Common Stock in connection with the conversion of the Company’s Series A convertible preferred stock or exercise of related warrants;

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,478,695		72,638		1,844		2,838,479

PROPOSAL TEN: to approve an amendment to our Amended and Restated Certificate of Incorporation to permit our stockholders to take action by written consent in lieu of a meeting;

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,494,602		57,405		1,170		2,838,479

PROPOSAL ELEVEN: to approve an amendment to our Amended and Restated Certificate of Incorporation to remove the two-thirds supermajority consent requirements for certain matters from our Amended and Restated Certificate of Incorporation;

FOR:		AGAINST:		ABSTAIN:		BROKER NON-VOTES:
11,458,369		93,308		1,500		2,838,479

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: June 26, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

What did SmartKem (SMTK) shareholders approve at the 2026 annual meeting?

SmartKem shareholders approved all eleven proposals at the annual meeting. These included director elections, advisory votes on executive pay and frequency, auditor ratification, a major increase in authorized common shares, reverse stock split authority, below-minimum-price share issuances, and several charter and governance amendments.

How many SmartKem (SMTK) shares were entitled to vote and present at the meeting?

SmartKem had 21,446,213 common shares entitled to vote. At the annual meeting, holders of 14,391,656 shares were represented in person or by proxy, establishing a quorum to conduct business and vote on the eleven proposals presented.

What change to SmartKem (SMTK) authorized share capital was approved?

Shareholders approved a large increase in authorized common shares. The Amended and Restated Certificate of Incorporation will be amended to raise authorized common stock from 300,000,000 to 5,000,000,000 shares, significantly expanding the company’s capacity to issue additional equity.

Did SmartKem (SMTK) shareholders authorize reverse stock splits?

Yes, shareholders approved potential reverse stock splits. They granted the Board of Directors discretionary authority to implement up to two reverse stock splits through amendments to the Amended and Restated Certificate of Incorporation, giving flexibility to adjust the share count if needed.

What equity incentive plan changes did SmartKem (SMTK) adopt?

Shareholders approved an increase to the 2021 Equity Incentive Plan share pool. The maximum shares issuable under the plan will rise from 1,643,692 to 2,144,622 shares, before giving effect to any reverse stock splits approved at the same meeting.

How did SmartKem (SMTK) shareholders vote on issuing stock below the Nasdaq minimum price?

Stockholders approved below-minimum-price share issuances above 19.99%. They authorized such issuances for both the company’s Equity Line of Credit and the conversion of Series A convertible preferred stock or related warrant exercises, subject to the approved terms.

What governance amendments affecting SmartKem (SMTK) stockholders were approved?

Stockholders approved two notable governance changes. The charter will permit stockholder action by written consent in lieu of a meeting and remove certain two-thirds supermajority consent requirements, potentially making some corporate actions easier to approve.

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