Form 8-K
8-K — SmartKem, Inc.
Accession: 0001104659-26-099673
Filed: 2026-08-21
Period: 2026-08-20
CIK: 0001817760
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — tm2623749d1_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2623749d1_ex3-1.htm)
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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): August 20, 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.)
3 Germay Drive, Unit 4 #1029
Wilmington, DE, 19804
(Address of principal executive offices, including
zip 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 5.03. Amendments to Articles of Incorporation or Bylaws; Changes
in Fiscal Year.
On August 20, 2026, SmartKem, Inc. (the “Company”)
filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate
of Amendment”) to effectuate a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding
shares of its common stock, par value $0.0001 per share (“Common Stock”), on a 1-for-50 basis. The Certificate of Amendment
became effective at 5:00 p.m. (Eastern Time) on August 20, 2026 (the “Effective Time”). As of the Effective Time, every
fifty shares of issued and outstanding Common Stock were converted into one share of Common Stock. No fractional shares were issued in
connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Split will be rounded up to the next
whole share. The Company’s transfer agent, Equiniti Trust Company, LLC acted as the exchange agent for the Reverse Stock Split.
The Reverse Stock Split did not alter the par value of the Company’s Common Stock. The Reverse Stock Split did not impact the authorized
number of shares of Common Stock. In addition, pursuant to their terms, a proportionate adjustment was made to the per share exercise
price and number of shares issuable under all of the Company’s outstanding stock options and warrants to purchase shares of Common
Stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan will be reduced
proportionately.
A copy of the Certificate of Amendment is attached
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Reverse Stock
Split does not purport to be complete and is qualified in its entirety by reference to such exhibit, which is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibits
Description
3.1
Certificate of Amendment of Certificate of Incorporation
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: August 21, 2026
By:
/s/ Barbra
C. Keck
Barbra C. Keck
Chief Financial Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF SMARTKEM, INC.
SmartKem, Inc. (the
“Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State
of Delaware, does hereby certify as follows:
FIRST: That a resolution
was duly adopted on July 24, 2026, by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation
Law of the State of Delaware setting forth an amendment to the Amended and Restated Certificate of Incorporation of the Corporation and
declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment at the annual meeting
of stockholders held on June 23, 2026, in accordance with Section 242 of the General Corporation Law of the State of Delaware.
The proposed amendment is set forth as follows:
Article IV
of the Amended and Restated Certificate of Incorporation of the Corporation be and hereby is amended by adding the following after the
first paragraph of Section A of Article IV:
“Upon effectiveness
(“Effective Time”) of this amendment to the Certificate of Incorporation, a one-for-50 reverse stock split (the “Reverse
Stock Split”) of the Corporation’s Common Stock shall become effective, pursuant to which each 50 shares of Common Stock
outstanding and held of record by each stockholder of the Corporation and each share of Common Stock held in treasury by the Corporation
immediately prior to the Effective Time (“Old Common Stock”) shall automatically, and without any action by
the holder thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock
(“New Common Stock”), subject to the treatment of fractional interests as described below and with no corresponding
reduction in the number of authorized shares of Common Stock. The Reverse Stock Split shall also apply to any outstanding securities or
rights convertible into, or exchangeable or exercisable for, Old Common Stock and all references to such Old Common Stock in agreements,
arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Old Common Stock shall be deemed
to be references to the New Common Stock or options or rights to purchase or acquire shares of New Common Stock, as the case may be, after
giving effect to the Reverse Stock Split.
No fractional shares
of Common Stock will be issued in connection with the Reverse Stock Split. If, upon aggregating all of the Common Stock held by a holder
of Common Stock immediately following the Reverse Stock Split a holder of Common Stock would otherwise be entitled to a fractional share
of Common Stock, the Corporation shall issue to such holder such fractions of a share of Common Stock as are necessary to round the number
of shares of Common Stock held by such holder up to the nearest whole share.
Each holder of
record of a certificate or certificates for one or more shares of the Old Common Stock shall be entitled to receive as soon as practicable,
upon surrender of such certificate, a certificate or certificates representing the largest whole number of shares of New Common Stock
to which such holder shall be entitled pursuant to the provisions of the immediately preceding paragraphs. Each stock certificate that,
immediately prior to the Effective Time, represented shares of Old Common Stock that were issued and outstanding immediately prior to
the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock after the Effective Time into which the shares formerly represented by such
certificate have been reclassified, subject to adjustment for fractional shares as described above.
SECOND: That said amendment
will have an Effective Time of 5:00 PM, Eastern Time, on August 20, 2026.
IN WITNESS WHEREOF, the undersigned
has executed this Amendment as evidence of its adoption by the Board of Directors of the Corporation on the date set forth above.
SMARTKEM, INC.
By: /s/ Ian Jenks
Name:
Ian Jenks
Title:
Chief Executive Officer
Date:
August 20, 2026
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