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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):
March 5, 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.
On
March 5, 2026, SmartKem, Inc. (the “Company”) received notice (the “Notification Letter”) from the staff
(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that it is not in compliance with the minimum bid
price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) for continued
listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain
a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing
bid price of the Company’s common stock between January 21, 2026, and March 4, 2026, the Company no longer meets the minimum
bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock
on The Nasdaq Capital Market and, at this time, the common stock will continue to trade on The Nasdaq Capital Market under the
symbol "SMTK," subject to the pending hearing discussed more fully below.
The
Notification Letter provides that the Company has 180 calendar days, or until September 1, 2026, to regain compliance with Nasdaq Listing
Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00
per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by September 1, 2026, an
additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing
requirement of $5 million in stockholders’ equity and all other continued listing requirements (except for the bid price requirement)
and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. As noted below,
the Company currently has less than $5 million in stockholders’ equity; however, the determination on eligibility for a second bid
price grace period will not be made until the first bid price grace period expires. If the Company does not qualify for the second compliance
period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination
to delist the Company's common stock, at which point the Company will have an opportunity to request a hearing before an independent Hearings
Panel.
The
Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options,
including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum
bid price requirement under the Nasdaq Listing Rules.
In addition, as previously
reported in a Current Report on Form 8-K. on February 12, 2026, the Company received notice that based upon the Company’s
continued non-compliance with the Nasdaq Listing Rule 5550(b) (the Equity Rule”), the Staff has determined to delist the
Company’s securities from Nasdaq unless the Company timely requested a hearing before the Hearings Panel. The Company timely requested
a hearing, which stayed the delisting and suspension of the Company’s securities pending the decision of the Hearings Panel. There
can be no assurance that the Company will be able to evidence compliance with the Equity Rule or other applicable requirements for
continued listing on The Nasdaq Capital Market prior to the hearing or that the Panel will grant the Company a further extension period
in accordance with the Nasdaq Listing Rules.
There can be no assurance
that the Hearings Panel will grant the Company any extension period within which to regain compliance with the Equity Rule, or if any
such extension period is granted, that the Company will regain compliance with the Equity Rule within such extension period, or that
the Company will be successful in otherwise maintaining the listing of its common stock on The Nasdaq Capital Market.
This report contains forward-looking statements,
including, but not limited to, the timing of the decision of the Hearings 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 Hearings
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: March 11, 2026 |
By: |
/s/ Barbra C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |
