SmartKem (SMTK) files 12b-25, expects Form 10-K by Apr 15, 2025

Rhea-AI Filing Summary

SmartKem, Inc. submitted a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company states it expects to file the Annual Report by April 15, 2025, using the 15 calendar day extension permitted by Rule 12b-25.

Key Figures

Fiscal year end: December 31, 2025 Expected filing date: April 15, 2025 Extension length: 15 calendar days

3 metrics

Fiscal year end December 31, 2025 Fiscal year ended

Expected filing date April 15, 2025 Company's stated expected filing date under extension

Extension length 15 calendar days Rule 12b-25 extension period invoked

Key Terms

Rule 12b-25, Form 10-K, Annual Report

3 terms

Rule 12b-25 regulatory

"expects to file the Annual Report by April 15, 2025, within the extension period of fifteen calendar days permitted under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Annual Report other

"expects to file the Annual Report by April 15, 2025, within the extension period"

An annual report is a comprehensive, year-end document a publicly traded company issues that presents its financial statements, management’s discussion of results, business strategy, and key risks. Investors use it like a combined report card and roadmap to judge a company’s financial health, how it makes money, and whether its plans and risks are likely to raise or lower future value, helping inform buy, hold, or sell decisions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-42115

NOTIFICATION OF LATE FILING

x Form 10-K	¨ Form 20-F	¨ Form 11-K	¨ Form 10-Q
¨ Form 10-D	¨ Form N-SAR	¨ Form N-CSR

For Period Ended: December 31, 2025

¨ Transition Report on Form 10-K	¨ Transition Report on Form 10-Q
¨ Transition Report on Form 20-F	¨ Transition Report on Form N-SAR
¨ Transition Report on Form 11-K

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	SmartKem, Inc.
Former name if applicable
Address of principal executive office	Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley
City, state and zip code	Manchester, M9 8GQ U.K.

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

SmartKem, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) within the prescribed time period without unreasonable effort and expense. The Company currently expects to file the Annual Report by April 15, 2025, within the extension period of fifteen calendar days permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Barbra C. Keck		011-44-161		721-1514
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨ Yes x No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

-2-

SmartKem, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 31, 2026		/s/ Barbra C. Keck
	By:	Barbra C. Keck
	Title:	Chief Financial Officer

-3-

FAQ

Why did SmartKem (SMTK) file Form 12b-25?

They filed to notify the SEC they cannot timely file the 2025 Form 10-K. The filing cites unreasonable effort or expense as the reason and invokes Rule 12b-25(b). It states the company expects to file the Annual Report by April 15, 2025, within the 15-day extension.

When does SmartKem (SMTK) expect to file the delayed Form 10-K?

SmartKem states it expects to file the Annual Report by April 15, 2025. The notification cites the 15-calendar-day extension allowed under Rule 12b-25 and is signed by the CFO on March 31, 2026.

Does the Form 12b-25 indicate changes to SmartKem's results of operations?

No, the company indicates it does not anticipate a significant change in results of operations. The form includes a checked response stating No to anticipated significant changes versus the prior year.

Has SmartKem (SMTK) filed other periodic reports on time in the past year?

Yes; SmartKem checked Yes that all other required periodic reports in the preceding 12 months have been filed. The notification includes contact details for CFO Barbra C. Keck for follow-up.