SmartKem, Inc. 8-K Filings

SmartKem, Inc. (SMTK) reported that its Chief Operating Officer, Jonathan Warkins, submitted his voluntary resignation on August 30, 2026, which the company accepted. His resignation became effective on August 31, 2026, and the company states it did not arise from any dispute or disagreement regarding financial statements, internal controls, operations, policies, or practices.

SmartKem, Inc. (SMTK) amended its Certificate of Incorporation to implement a 1-for-50 reverse stock split of its issued and outstanding common stock. The amendment became effective at 5:00 p.m. Eastern Time on August 20, 2026.

At the effective time, every fifty shares of common stock were converted into one share. No fractional shares will be issued; any fractional share will be rounded up to the next whole share. The par value of the common stock remains $0.0001 per share, and the authorized number of shares of common stock is unchanged. Outstanding stock options, warrants, and the number of shares reserved under the equity incentive plan will all be adjusted proportionately.

SmartKem, Inc. (SMTK) reports that its board, following prior shareholder authorization, approved a 1-for-50 reverse stock split of its outstanding common stock. The reverse split becomes effective on August 20, 2026 at 5:00 p.m. Eastern Time, and the stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on August 21, 2026 under the existing ticker SMTK and new CUSIP 83193D302. The reverse split is intended to increase the per share trading price to satisfy Nasdaq’s minimum bid price requirement for continued listing. Every 50 shares will be combined into one share, reducing outstanding shares proportionally, while authorized shares will not change. Fractional positions will be rounded up to the nearest whole share. Proportionate adjustments will be made to equity awards, warrants, other equity-based securities, and their exercise or conversion prices.

Smartkem, Inc. has entered into a Business Combination Agreement to acquire Ferrox Critical Minerals, Ltd. in an all-stock transaction with an aggregate purchase price of approximately $125 million, reduced by Ferrox debt owed to Smartkem. Ferrox shareholders will receive newly issued Smartkem common stock, with the number of shares determined by the volume weighted average price of Smartkem common stock over the 30 trading days immediately prior to closing. No cash consideration will be paid.

Completion of the combination is subject to customary conditions, including approval by Smartkem stockholders and Ferrox shareholders, effectiveness of a Form S-4 registration statement and related proxy materials, Nasdaq approval of the new shares, accuracy of each party’s representations and warranties, and performance of covenants. Executive officers, directors and 5% stockholders of the combined company are expected to enter 120-day lock-up agreements at closing. The agreement includes mutual termination rights, an outside date of March 31, 2027, and a $3 million termination payment to the other party if a transaction is terminated in connection with an unsolicited Superior Proposal. Ferrox’s principal asset is the Tivani critical minerals project in South Africa, extending Smartkem’s materials platform into titanium, iron and vanadium.

SmartKem, Inc. entered into an additional bridge financing with Ferrox Critical Minerals on July 27, 2026, funding a $4,500,000.00 Convertible Promissory Note. The note bears 5.0% annual interest, matures on January 31, 2027, paid SmartKem a $400,000.00 origination fee, and is convertible into Ferrox ordinary shares based on the lower of fair market value or an $80,000,000 fully diluted equity valuation. On default, interest rises to 15% and a $4,500.00 per day default management fee applies, alongside restrictive covenants and a right of first refusal and exclusivity for defined Fundamental Transactions through December 31, 2026.

SmartKem also continued its private financing under a previously disclosed Series A convertible preferred stock purchase agreement. Additional closings on June 22, July 16 and July 24, 2026 issued 5,000, 1,250 and 2,500 Series A shares, respectively, with accompanying warrants, for cash proceeds of approximately $4.0 million, $1.0 million and $2.0 million. As of July 27, 2026, 25,862,643 shares of SmartKem common stock were issued and outstanding.

SmartKem, Inc. amended its existing Series A preferred stock financing on July 16, 2026 by entering Amendment No. 1 to its Securities Purchase Agreement with institutional investors. The amendment permits a new party to join as a Buyer and reallocates among Buyers the remaining Series A convertible preferred shares and accompanying warrants available for purchase at future Additional Closings, without changing the aggregate amounts available.

Under the agreement, at the initial March 30, 2026 closing the company issued 11,411.5 shares of Series A convertible preferred stock, each with a stated value of $1,000, and warrants to purchase up to 23,251,960 shares of common stock in a private placement. Buyers also hold rights to require one or more Additional Closings for up to an aggregate of 10,000 additional Series A preferred shares and related warrants.

At a June 22, 2026 Additional Closing, the company sold 5,000 Series A preferred shares and 10,753,615 warrants for aggregate cash proceeds of approximately $4.0 million. At a subsequent Additional Closing on July 16, 2026, it sold 1,250 Series A preferred shares and 2,688,404 warrants for aggregate cash proceeds of approximately $1.0 million. These securities were issued in unregistered private placements relying on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

SmartKem, Inc. entered into a new convertible bridge loan and completed an additional private financing. The company funded Ferrox Critical Minerals with a $2,500,000.00 Convertible Promissory Note bearing 5.0% annual interest and maturing on December 31, 2026, plus a $200,000.00 origination fee, tighter covenants, and broad rights of first refusal and exclusivity on major Ferrox transactions.

Separately, SmartKem closed an Additional Closing under its Series A Preferred Stock Securities Purchase Agreement, issuing 5,000 shares of Series A convertible preferred stock and 10,753,615 warrants for aggregate cash proceeds of approximately $4.0 million in a private placement relying on Regulation D and Section 4(a)(2) exemptions.

SmartKem, Inc. reported the results of its annual stockholder meeting, where all eleven proposals received the required approvals. Stockholders elected two Class II directors to terms through 2029 and gave advisory approval to the executive compensation program and annual say-on-pay frequency.

They ratified CBIZ CPAS P.C. as auditor for the year ending December 31, 2026. Stockholders also approved a major increase in authorized common shares from 300,000,000 to 5,000,000,000, an expansion of the 2021 Equity Incentive Plan share pool, and authority for the board to effect up to two reverse stock splits.

In addition, stockholders approved issuing common stock below the Nasdaq minimum price in excess of 19.99% of outstanding shares in connection with both the company’s Equity Line of Credit and its Series A convertible preferred stock and related warrants. They also adopted amendments allowing stockholder action by written consent and removing certain two-thirds supermajority voting requirements.

SmartKem, Inc. reported that the directors of its wholly owned UK subsidiary, SmartKem, Ltd., have instructed an administrator to begin placing that subsidiary into creditors voluntary liquidation. The company stated that this step will not impact its current operations and that it has not made any filing under any bankruptcy code or statutory reorganization scheme in either the United States or the United Kingdom. SmartKem, Inc. continues to operate its business.

SmartKem, Inc. funded a $2,300,000 convertible bridge loan to Ferrox Critical Minerals, earning a $200,000 origination fee and 5% annual interest until October 30, 2026. The loan is documented by a Convertible Promissory Note.

If Ferrox defaults, the interest rate increases to 15% and SmartKem becomes entitled to a $4,500-per-day default management fee. SmartKem can convert the debt into Ferrox ordinary shares at the lower of fair market value or a price based on an $80,000,000 fully‑diluted equity value.

The Note includes restrictive covenants on Ferrox’s ability to take on debt, pay dividends, or dispose of assets, and grants SmartKem a right of first refusal and exclusivity through October 30, 2026 on major equity, debt, or change‑of‑control “Fundamental Transactions.”

SmartKem, Inc. announced that a Nasdaq Hearings Panel has determined the company has regained compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(2) and meets all other criteria for continued listing on The Nasdaq Capital Market.

The company still has until September 1, 2026 to regain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2). SmartKem will also be under a one-year Discretionary Panel Monitor, meaning any new compliance failure during this period could trigger an immediate delisting determination, though the company would be able to appeal and request a new hearing.

SmartKem, Inc. filed an amended current report to correct details of its recent Series A preferred stock financing. The amendment clarifies that investors received warrants to purchase up to 24,542,982 shares of common stock and that the warrant exercise price is $0.5812 per share.

The filing also reiterates that the company agreed in a private placement to sell 11,411.5 shares of newly designated Series A Convertible Preferred Stock, each with a stated value of $1,000. These preferred shares are convertible into common stock at an initial conversion price of $0.5812 per share, subject to adjustment under the related certificate of designations.

SmartKem, Inc. reported that on April 10, 2026 it accepted the voluntary resignation of Simon Ogier as Chief Technology Officer of subsidiary SmartKem Ltd., effective April 13, 2026. The company stated that his resignation is not due to any dispute or disagreement over financial statements, internal controls, operations, policies, or practices.

SmartKem, Inc. entered into a private placement of Series A Convertible Preferred Stock and warrants, expected to generate gross proceeds of $9,129,200, including the exchange of $3,750,000 of existing notes valued at $4,500,000. The deal covers 11,411.5 preferred shares with a stated value of $1,000 each, convertible into common stock at $0.5812 per share, plus warrants for 23,251,960 common shares with anti‑dilution protections and 4.99%–9.99% beneficial ownership limits.

The company also established an equity line of credit allowing sales of up to the lesser of $500,000,000 or 19.99% of outstanding common shares to a single investor at 90% of market-based pricing, subject to shareholder approval and registration. SmartKem plans to seek shareholder approval to increase authorized common shares to 5,000,000,000, authorize a reverse stock split and expand its equity plan, and to reserve 1,000,000,000 shares for the equity line. As a result of the private placement, the company believes it now meets Nasdaq’s $2.5 million stockholders’ equity requirement but is awaiting formal confirmation.

SmartKem, Inc. entered into a securities purchase agreement with institutional investors to sell 11,365,350 shares of common stock at $0.2303 per share, for gross proceeds of $2,617,440.

The shares are being issued as a takedown from an effective Form S-3 shelf registration. Closing is expected on or about March 26, 2026, subject to customary conditions. SmartKem plans to use the net proceeds for working capital and general corporate purposes.

SmartKem, Inc. entered into a new financing on March 18, 2026, agreeing to sell senior secured promissory notes with an aggregate original principal of $3,750,000 for a purchase price of $2,625,000, reflecting about a 30% original issue discount. The notes carry no interest unless there is an event of default, when they accrue at 14% annually, and they mature six months after issuance.

The notes are secured by a first-priority lien on substantially all existing and future assets of SmartKem and its subsidiaries, including certain intellectual property, with each subsidiary providing guarantees. SmartKem also entered into settlement agreements with holders of prior senior secured notes, committing to repay the outstanding principal of those notes within two business days and to make an additional aggregate cash settlement payment of $300,000, alongside assigning specified patent rights to Smartkem IP LLC and exchanging mutual releases.

SmartKem, Inc. has received a Nasdaq notice that its common stock no longer meets the exchange’s minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days between January 21 and March 4, 2026. The company has 180 days, until September 1, 2026, to achieve a closing bid of at least $1.00 for 10 straight business days to regain compliance, with a possible second 180‑day period if it meets other listing standards, including $5 million in stockholders’ equity. SmartKem, which currently has less than $5 million in equity and is already before a Nasdaq Hearings Panel over a separate equity‑rule deficiency, is evaluating options such as a reverse stock split while acknowledging there is no assurance it will maintain its Nasdaq Capital Market listing.

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.

SmartKem, Inc. entered into a debt conversion agreement that eliminates approximately $2,016,821 of obligations owed by its subsidiary through the issuance of equity securities. The creditor received 385,130 shares of common stock at an ascribed price of $2.75 per share and pre-funded warrants to purchase 348,260 shares at an exercise price of $0.0001 per share.

The pre-funded warrants are immediately exercisable but include a beneficial ownership cap of 4.99%, adjustable up to 9.99% with 61 days’ notice. The transaction was structured as a private, unregistered issuance under Section 4(a)(2) of the Securities Act, reducing accounts payable with no cash consideration and lowering ongoing cash requirements.

SmartKem, Inc. entered into a securities purchase agreement with an institutional investor, selling 677,129 shares of common stock at $0.50 per share and 683,871 pre-funded warrants at $0.4999 per warrant, each warrant exercisable at $0.0001 per share. The transaction, completed on January 30, 2026, generated gross proceeds of $680,500. The securities were issued under SmartKem’s effective shelf registration statement on Form S-3. Pre-funded warrants are immediately exercisable but include a 9.99% beneficial ownership cap, which holders can adjust with 61 days’ notice. SmartKem plans to use the net proceeds for working capital and general corporate purposes.

SmartKem, Inc. reported a leadership change in its scientific organization. On January 9, 2026, Chief Scientist Beverley Brown notified the company of her intention to retire. Her retirement is stated to be effective January 12, 2026, indicating a near-term transition in the role responsible for the company’s scientific leadership. The filing does not provide additional details on succession or changes to other executive positions.

SmartKem, Inc. (SMTK) reports that it has amended its non-binding letter of intent with Jericho Energy Ventures Inc. covering a potential business combination. The amendment extends the exclusivity period to negotiate a definitive agreement to February 3, 2026 and pushes the deadline for SmartKem to purchase at least $500,000 of Jericho common shares to December 31, 2025, which is required to prevent Jericho from gaining a right to terminate the LOI. All other terms of the LOI remain in effect, and the update underscores that any transaction is still subject to funding, negotiation of definitive terms, required approvals, and other closing conditions.

SmartKem, Inc. furnished a Form 8‑K announcing it issued a press release covering financial results for the fiscal quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and incorporated by reference.

The information under Item 2.02 and Exhibit 99.1 is expressly designated as furnished, not filed, under the Exchange Act. The company’s common stock trades on Nasdaq under the symbol SMTK.

SmartKem, Inc. entered into a private placement, issuing senior secured notes with an aggregate principal amount of $1,100,000 and warrants exercisable for up to 400,000 shares at $2.75 per share for an aggregate purchase price of $1,000,000. The notes mature on April 30, 2026, bear no interest unless an event of default occurs (then up to 10% per annum or the legal maximum), and are not convertible.

The company and its subsidiaries granted a security interest in substantially all assets to the collateral agent. The warrants are immediately exercisable, expire five years from issuance, and include cash and, in certain cases more than six months after issuance, cashless exercise; exercises are limited by a 4.99% (or 9.99% at holder election) beneficial ownership cap. Purchasers received piggy-back registration rights.

Separately, the company disclosed it has significantly curtailed operations and delayed vendor payments due to the need for additional capital, with accounts payable increasing significantly since June 30, 2025, and that it will require significant additional capital to pay vendors and resume normal operations.

SmartKem, Inc. amended terms with certain holders of securities from its June 2023 private placement. Effective October 13, 2025, the Amendment Agreement lowers the price at which a “Lower Price Issuance” would be deemed to occur, changing it from $4.00 to $2.75. This update modifies when the contract’s pricing provision is triggered under the existing Purchase Agreement dated June 14, 2023.

SmartKem, Inc. reported unregistered equity issuances and a potential strategic transaction. The company agreed to issue up to 500,000 shares of common stock to two consulting firms for investor relations services under an exemption from registration. It also previously issued 10,000 shares on each of July 1, August 1, and September 2, 2025 to vendors as payment for consulting work, also relying on a registration exemption.

The company signed a non-binding letter of intent with Jericho Energy Ventures Inc. for an all-stock business combination in which Jericho stockholders would own 65% and current SmartKem stockholders 35% of the fully diluted equity of the combined company. SmartKem would remain the Nasdaq-listed surviving entity, with Jericho’s chief executive officer leading the combined company and Jericho designating a majority of the board, subject to regulatory requirements. The LOI includes a 60-day exclusivity period and contemplates SmartKem purchasing Jericho common shares from treasury in an amount tied to regaining Nasdaq stockholders’ equity compliance or raising at least $5,000,000, with purchase amounts between $500,000 and $1,000,000. The parties emphasize there is no assurance a definitive agreement or closing will occur due to multiple financing, approval, and diligence conditions.

SmartKem, Inc. reported new equity awards and a change to its CEO’s employment terms. On September 3, 2025, the board’s Compensation Committee granted stock options at an exercise price of $1.16 per share to the CEO, CFO and four non-employee directors, vesting 25% immediately and the rest monthly over 36 months from October 3, 2025.

The company also amended CEO Ian Jenks’s employment agreement, increasing his cash severance from six to twelve months of base salary if he is terminated without Cause or resigns for Good Reason. As of September 5, 2025, SmartKem had 5,479,787 common shares outstanding.

SmartKem, Inc. filed a current report stating that on August 28, 2025 it issued a press release announcing that it intends to consider and pursue strategic alternatives. This typically means the company is formally exploring options to change or enhance its business or capital structure, which can include a wide range of potential actions described in the press release itself.

The company’s common stock continues to trade on The Nasdaq Stock Market under the symbol SMTK. The press release describing these plans is furnished as Exhibit 99.1 to the report and incorporated by reference.

SmartKem, Inc. reports that Nasdaq has notified the company it is not meeting the Nasdaq Capital Market’s minimum stockholders’ equity requirement. The notice cites a stockholders’ deficit of ($127,000) in SmartKem’s Form 10-Q for the period ended June 30, 2025, below the required minimum equity of $2.5 million, and notes that the company also does not meet alternative standards based on market value or net income.

The company’s shares remain listed on Nasdaq for now while it works to regain compliance. SmartKem has until September 29, 2025 to submit a compliance plan, and Nasdaq may grant an extension to as late as February 11, 2026. SmartKem plans to submit a plan but warns there is no assurance Nasdaq will accept it or that it will be able to regain or maintain compliance.

Form 8-K filing dated 9 July 2025 reports a single material event under Item 8.01. SmartKem, Inc. (Nasdaq: SMTK) states that it has signed a preliminary joint development agreement with Manz Asia. No financial terms, timelines, or performance commitments are disclosed in the filing.

The company furnished Exhibit 99.1, a press release announcing the agreement, and an iXBRL cover page file (Exhibit 104). There are no accompanying financial statements, guidance changes, or pro-forma data; the report is informational only.

The filing confirms SmartKem remains an emerging growth company and maintains its listing of common shares (symbol SMTK) on The Nasdaq Stock Market. All other sections—Items 1 through 7—are omitted, indicating no additional material developments.

On 19 June 2025, SmartKem Limited, a wholly owned subsidiary of SmartKem, Inc. (Nasdaq: SMTK), signed a Letter of Variation with CPI Innovation Services Limited (CPIIS). The document amends the Framework Services Agreement originally dated 22 March 2024 and most recently due to expire on 30 June 2025.

• Term extension: The services arrangement is now extended to 31 December 2025, unless a separate licence agreement between the parties begins sooner.
• Scope of services: SmartKem continues to purchase access to CPI’s process-fabrication equipment and specialised staff, which are central to the company’s flexible semiconductor R&D and prototyping work.
• Cost provisions: CPIIS agreed to waive SmartKem’s minimum usage obligations during the extension period, potentially lowering fixed operating costs. SmartKem will, however, share certain relocation expenses tied to CPIIS’s facility consolidation.
• Automatic termination: The amended agreement will end on the earlier of (i) commencement of a licence agreement or (ii) 31 December 2025.
• The Letter of Variation is filed as Exhibit 10.1; portions have been omitted as non-material and confidential.

No financial statements, revenue figures, or earnings guidance were included in this Form 8-K.