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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): August 15, 2025
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. |
On
August 15, 2025, SmartKem, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’
equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stockholders’
deficit of ($127,000) as reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 was below the
required minimum of $2.5 million, and because, as of August 15, 2025, the Company did not meet the alternative compliance standards relating
to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed
fiscal year or in two of the last three most recently completed fiscal years.
The
Letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on Nasdaq,
subject to the Company’s compliance with the other continued listing requirements. The Company has 45 calendar days from August
15, 2025, or until September 29, 2025, to submit to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1). If Nasdaq accepts
the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from August 15, 2025, or until February 11, 2026, to
regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq
hearings panel.
The
Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5550(b)(1). There
can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing
Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.
The
Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).
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 15, 2025 |
By: |
/s/ Barbra C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |
