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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. is registering 126,453,978 shares of Common Stock for resale by selling stockholders, comprised of 101,910,996 Conversion Shares issuable upon conversion of newly designated Series A Convertible Preferred Stock and 24,542,982 Warrant Shares issuable upon exercise of warrants. The company itself is not selling shares here and will not receive proceeds from resales; however, SmartKem will receive net proceeds from any Warrants exercised for cash. The prospectus discloses an equity line with Keystone allowing up to $500,000,000 or 19.99% of outstanding shares (reduced by certain issuances), a senior secured notes financing with original principal $3,750,000 (issued at a ~30% discount), and related settlement and patent assignments tied to prior notes.
SmartKem, Inc. is registering up to 146,776,707 shares of common stock for resale by Keystone Capital Partners under a committed equity purchase agreement.
SmartKem may sell shares to Keystone over time for up to the lesser of $500 million and 19.99% of shares outstanding on March 30, 2026, subject to Nasdaq limits and a 4.99% beneficial ownership cap. Common stock outstanding was 21,202,911 shares as of April 13, 2026, and would be 167,979,618 shares if all registered shares are issued. SmartKem will receive no proceeds from Keystone’s resales, but could receive up to $500 million in gross proceeds from primary sales to Keystone, earmarked for working capital and general corporate purposes.
SmartKem, Inc. is a development-stage semiconductor materials company focused on its TRUFLEX® organic thin-film transistor platform for next‑generation displays and advanced chip packaging. It designs inks and processes in the U.K. and collaborates with partners in Taiwan and China on MicroLED backlights, AMOLED displays, biometric sensors and advanced packaging applications.
The company has generated no commercial-scale revenue and remains deeply loss‑making, with a $13.0 million comprehensive loss in 2025 and an accumulated deficit of $125.1 million. Cash and cash equivalents were $0.4 million as of December 31, 2025, which management believes is insufficient to fund operations for at least 12 months, raising substantial doubt about its ability to continue as a going concern and underscoring a need for additional capital.
During early 2026 SmartKem completed several financing transactions that included transferring its patent portfolio to a third party, while retaining process and formulation know‑how in 40 trade secrets. The company is reviewing its strategy, including display prototyping and materials formulation, and continues to build out collaborations and EDA tools to support future commercialization of its materials.
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.
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. is offering 11,365,350 shares of Common Stock in a registered direct offering at a purchase price of $0.2303 per share, for aggregate gross proceeds of $2,617,440, in a sale to certain institutional investors.
Net proceeds are estimated at approximately $2,457,440 to be used for working capital and general corporate purposes. Shares outstanding were 9,837,561 as of March 20, 2026, and the company estimates 21,202,911 shares outstanding after the offering. The offering is expected to settle on or about March 23, 2026.
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.