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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):
January 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.) |
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 1.01 Entry into a Material Definitive Agreement.
On
January 30, 2026, SmartKem, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor 677,129 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a
purchase price of $0.50 per share and 683,871 pre-funded warrants (the “Pre-Funded Warrant”) to purchase 683,871
shares of Common Stock at a purchase price of $0.4999 per Pre-Funded Warrant and an exercise price of $0.0001 per share (the
“Offering”). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No.
333-281608), which was declared effective by the Securities and Exchange Commission on August 22, 2024 and a related base prospectus
and prospectus supplement thereunder.
The
closing of the sales of these securities under the Purchase Agreement took place on January 30, 2026. The gross proceeds from the Offering
were $680,500, prior to deducting offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering
for working capital and general corporate purposes.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase
Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties
to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what
may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other
factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The
Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.
A holder will not have the right to exercise any portion of a Pre-Funded Warrant if the holder (together with its Attribution Parties
(as defined in the Pre-Funded Warrant)) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded
Warrant. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to the
Company, provided, that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and
such increase or decrease will apply only to the holder providing such notice.
The
foregoing descriptions of the Pre-Funded Warrant and Purchase Agreement are not complete and are qualified in their entirety by reference
to the full text of the form of Pre-Funded Warrant and form of Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1,
respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Offering
is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.1 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 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: January 30, 2026 |
By: |
/s/ Barbra C. Keck |
| |
|
Barbra C. Keck |
| |
|
Chief Financial Officer |
