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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): October 30, 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)
(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 ¨
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
As previously announced, the following
convertible promissory notes have been issued by Ferrox Critical Minerals Ltd., a British Virgin Islands company (“Ferrox”),
to SmartKem, Inc., a Delaware corporation (the “Company”), or otherwise issued by Ferrox and assigned to the Company:
(i) Convertible Promissory Note dated March 13, 2026, in the original principal amount of $1,500,000 (the “March Note”),
(ii) Convertible Promissory Note dated June 22, 2026, in the original principal amount of $2,700,000 (the “June Note”),
and (iii) Convertible Promissory Note dated July 27, 2026, in the original principal amount of $4,900,000 (the “July Note”,
and together with the March Note and June Note, the “Notes”).
On October 30, 2026, SmartKem
and Ferrox entered into that certain Omnibus Amendment No. 1 to Convertible Promissory Notes (the “Amendment”),
pursuant to which the Company and Ferrox agreed to extend the maturity date of each of the Notes.
Pursuant to the Amendment, the
maturity dates of the Notes have each been extended to June 30, 2027. Prior to the Amendment, the maturity dates of the March Note,
June Note, and July Note were October 30, 2026, December 31, 2026 and January 31, 2027, respectively.
Except as expressly amended by
the Amendment, each Note remains unmodified and in full force and effect in accordance with its terms.
The foregoing description of the
Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibits |
|
Description |
| 10.1 |
|
Omnibus Amendment No. 1 to Convertible Promissory Notes, dated as of October 30, 2026, by and between Ferrox Critical Minerals and SmartKem, Inc. |
| 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: November 4, 2026 |
By: |
/s/ Barbra C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |
