SmartKem (NASDAQ: SMTK) corrects Series A preferred and warrant terms

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

SmartKem corrects key warrant and pricing terms in its Series A financing.

SmartKem updates its disclosure on a recent private placement of Series A Convertible Preferred Stock and attached warrants. The amendment increases the disclosed warrant count to 24,542,982 and aligns the exercise price with the preferred stock conversion price at $0.5812 per share.

Economically, the financing combines preferred equity with a large warrant package, both tied to the same share price level. The stated value of $1,000 per preferred share across 11,411.5 shares highlights a meaningful capital raise, though the excerpt does not spell out total proceeds or use of funds.

Future disclosures in company filings may provide more detail on how this financing affects ownership percentages, potential dilution, and the timing of any conversions or warrant exercises relative to the terms set out in the certificate of designations and warrant form.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series A Preferred shares: 11,411.5 shares Stated value per preferred share: $1,000 per share Conversion price: $0.5812 per share +3 more

6 metrics

Series A Preferred shares 11,411.5 shares Shares of newly designated Series A Convertible Preferred Stock in private placement

Stated value per preferred share $1,000 per share Stated value of each Series A Convertible Preferred share

Conversion price $0.5812 per share Initial conversion price of Series A Preferred into common stock

Warrants issued 24,542,982 shares Corrected number of common shares underlying warrants issued March 30, 2026

Prior warrant figure (incorrect) 23,251,960 warrants Erroneous warrant count in the original March 30, 2026 8-K

Prior exercise price (incorrect) $0.6135 per share Erroneous warrant exercise price in the originally filed form of warrant

Key Terms

Series A Convertible Preferred Stock, Securities Purchase Agreement, Exercise Price, private placement, +1 more

5 terms

Series A Convertible Preferred Stock financial

"newly designated Series A Convertible Preferred Stock, par value $0.0001 per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the "Preferred Stock Purchase Agreement")"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Exercise Price financial

"defined the term "Exercise Price" as $0.6135, rather than $0.5812"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

private placement financial

"issue and sell to the Buyers in a private placement (the “Private Placement”)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Certificate of Designations financial

"subject to adjustment as set forth in the Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 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. ¨

Explanatory Note

This Amendment No.1 amends the Current Report on Form 8-K filed by SmartKem, Inc. (the “Company”) on March 30, 2026 in connection with its Series A Preferred Stock financing (the “Original Form 8-K”) to: (i) amend and restate the first sentence of Item 1.01 of the Original Form 8-K; and (ii) update the Form of Warrant filed as Exhibit 4.1 thereto (the “Exhibit”). The first sentence of Item 1.01 of the Original Form 8-K inadvertently stated the number of Warrants issued on March 30, 2026 as 23,251,960 rather than 24,542,982. As previously filed, the Exhibit inadvertently defined the term “Exercise Price” as $0.6135, rather than $0.5812 (the updated version the Exhibit is furnished with this Amendment No. 1). No other changes have been made to the Original Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement

Series A Preferred Stock

On March 30, 2026, SmartKem, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Preferred Stock Purchase Agreement") with certain institutional investors (collectively, the "Buyers"), including certain March Noteholders (as defined below) pursuant to which the Company agreed to issue and sell to the Buyers in a private placement (the “Private Placement”), at an initial closing, (i) 11,411.5 shares of the Company's newly designated Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), with a stated value of $1,000 per share, convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at an initial conversion price of $0.5812 per share, subject to adjustment as set forth in the Certificate of Designations (as defined below), and (ii) warrants to purchase up to 24,542,982 shares of Common Stock (the “Warrants”).

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrant
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: April 22, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

FAQ

What did SmartKem (SMTK) change in its amended 8-K filing?

SmartKem corrected two key details from an earlier report, updating the number of warrants issued to 24,542,982 and revising the warrant “Exercise Price” to $0.5812 per share. No other changes were made to the previously disclosed Series A financing terms.

How many Series A Preferred shares did SmartKem (SMTK) agree to sell?

SmartKem agreed to sell 11,411.5 shares of newly designated Series A Convertible Preferred Stock. Each share has a stated value of $1,000 and is convertible into common stock at an initial price of $0.5812 per share, subject to adjustment under the certificate of designations.

What is the conversion price for SmartKem’s Series A Preferred Stock?

The Series A Convertible Preferred Stock is initially convertible into SmartKem common stock at $0.5812 per share. This conversion price can be adjusted as specified in the certificate of designations that governs the terms of the preferred stock series.

How many SmartKem (SMTK) warrant shares are associated with the Series A financing?

The company issued warrants to purchase up to 24,542,982 shares of SmartKem common stock as part of the private placement. The amended filing clarifies this corrected warrant amount, replacing a smaller, inadvertently reported number in the original disclosure.

What is the exercise price of SmartKem’s warrants from the Series A financing?

The warrants issued in the Series A preferred stock financing carry an exercise price of $0.5812 per share. The amendment updates a previously misstated exercise price, aligning the warrant terms with the conversion price of the associated preferred stock.

Who are the investors in SmartKem’s Series A Preferred Stock private placement?

The private placement involves certain institutional investors referred to as the “Buyers,” including specific March Noteholders. These parties entered into a Securities Purchase Agreement with SmartKem to acquire Series A Convertible Preferred Stock and accompanying warrants.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 186.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB