Nasdaq moves to delist SmartKem (NASDAQ: SMTK) after equity rule breach

Rhea-AI Filing Summary

SmartKem, Inc. reports that Nasdaq has moved to delist its common stock because the company has not met the required $2.5 million stockholders’ equity standard for continued listing on The Nasdaq Capital Market. SmartKem previously received a 180-day extension through February 11, 2026 to regain compliance but remained below the equity threshold.

On February 12, 2026, Nasdaq staff notified the company that its securities will be delisted unless SmartKem promptly requests a hearing before a Nasdaq Hearings Panel. SmartKem plans to request this hearing, which would temporarily halt suspension or delisting while the Panel reviews the case and considers any extension. The company cautions that there is no assurance the Panel will grant an extension or that SmartKem will regain compliance, and notes that a faster-than-typical hearing or decision timeline could be unfavorable for maintaining its Nasdaq listing.

Positive

• None.

Negative

• Nasdaq delisting determination due to equity deficiency: Nasdaq staff has decided to delist SmartKem’s securities after the company failed to regain compliance with the $2.5 million stockholders’ equity requirement by the end of its 180-day extension, creating a material risk to the company’s Nasdaq listing.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq has initiated delisting due to equity shortfall, with only a stayed process if a hearing proceeds.

Nasdaq staff determined on February 12, 2026 that SmartKem, Inc. failed to meet the $2.5 million stockholders’ equity requirement under Listing Rule 5550(b). The prior 180-day extension through February 11, 2026 was not sufficient for the company to regain compliance.

The company plans to request a hearing before a Nasdaq Hearings Panel, which pauses delisting while the Panel reviews the case and may grant an additional extension. However, management explicitly warns there is no assurance of a favorable outcome or timely remediation of the equity deficiency.

The company also highlights that the hearing and Panel decision could occur more quickly than typical Nasdaq guidance suggests. That shorter timeline could make it harder to resolve the equity shortfall before a final decision on whether the common stock can remain on The Nasdaq Capital Market.

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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): February 12, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in a Current Report on Form 8-K filed by SmartKem, Inc. (the “Company”), on August 15, 2025, the Company received formal notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company did not satisfy the applicable $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market or the alternative criteria under Listing Rule 5550(b) (the “Equity Rule”). The Company thereafter submitted its plan to regain compliance with the Equity Rule, subsequent to which the Company received an extension of 180 calendar days, through February 11, 2026, to regain compliance.

On February 12, 2026, the Staff notified the Company that, based upon the Company’s continued non-compliance with the Equity Rule, the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any further suspension or delisting action by the Staff at least pending the hearing and the expiration of any extension the Panel may grant to the Company following the hearing. There can be no assurance that the Panel will grant the Company an extension or, if an extension is granted, that the Company will timely regain compliance and maintain its listing on Nasdaq.

This report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than expected based on the typical time periods in published Nasdaq guidance, which shorter timeline(s) may be unfavorable for the Company and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

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: February 13, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

Why is SmartKem (SMTK) facing potential Nasdaq delisting?

SmartKem is facing potential Nasdaq delisting because it failed to meet the required $2.5 million stockholders’ equity standard under Listing Rule 5550(b). After a 180-day extension through February 11, 2026, Nasdaq staff determined the company was still not in compliance.

What action did Nasdaq take against SmartKem (SMTK) on February 12, 2026?

On February 12, 2026, Nasdaq staff notified SmartKem that they had decided to delist the company’s securities from The Nasdaq Capital Market. This decision followed SmartKem’s continued non-compliance with the stockholders’ equity requirement after its prior extension expired.

How does SmartKem (SMTK) plan to respond to Nasdaq’s delisting notice?

SmartKem plans to timely request a hearing before a Nasdaq Hearings Panel. Filing this request will stay any suspension or delisting actions while the Panel reviews the situation and considers whether to grant the company additional time to regain compliance.

Is there any guarantee SmartKem (SMTK) will remain listed on Nasdaq?

There is no assurance SmartKem will remain listed on Nasdaq. The company explicitly states the Panel may not grant an extension, and even if it does, SmartKem may still fail to regain compliance with the equity rule in time.

What timeline risks does SmartKem (SMTK) highlight regarding the Nasdaq hearing?

SmartKem notes the hearing and Panel decision may occur more quickly than typical Nasdaq guidance suggests. A shorter-than-expected timeline could be unfavorable for the company, making it harder to address the equity deficiency before a final listing decision.

Which Nasdaq listing rule is SmartKem (SMTK) currently not meeting?

SmartKem is not meeting Nasdaq Listing Rule 5550(b), often called the Equity Rule. This standard requires stockholders’ equity of at least $2.5 million or satisfying alternative criteria, which the company has not achieved despite an earlier 180-day extension.

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