Form 8-K

8-K — SmartKem, Inc.

Accession: 0001104659-26-085121

Filed: 2026-07-21

Period: 2026-07-16

CIK: 0001817760

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2620878d1_8k.htm (Primary)

EX-10.2 — EXHIBIT 10.2 (tm2620878d1_ex10-2.htm)

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2026-07-16

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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): July 16, 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 1.01. Entry into a Material Definitive

Agreement.

As previously announced, 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"). Pursuant to the Preferred Stock Purchase

Agreement, the Buyers may purchase from the Company up to 21,411.5 shares of the Company’s Series A convertible preferred stock,

par value $0.001 per share (the “Series A Preferred Stock”) and accompanying warrants (“Warrants”) to purchase

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate purchase price

of up to $17,129,200.00 million in one or more closings.

July 16, 2026, the Company entered into Amendment No. 1 to Securities Purchase Agreement (the “Amendment”), pursuant to which

the Preferred Stock Purchase Agreement was amended to (i) allow a new party to join the Preferred Stock Purchase Agreement as a Buyer;

and (ii) amend the Schedule of Buyers attached thereto, to reallocate among the Buyers the number of shares of Series A Preferred Stock

and Warrants available for the Buyers to purchase at Additional Closings (defined below). The Amendment did not result in an increase

or decrease to the aggregate number of additional shares of Series A Preferred Stock and Warrants that the Buyers may collectively purchase

at Additional Closings.

The

foregoing descriptions of the Preferred Stock Purchase Agreement and the Amendment are qualified in their entirety by reference to the

full text of the Preferred Stock Purchase Agreement and the Amendment, forms of which are attached hereto or incorporated herein by reference

as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

As previously announced:

(1)       On

March 30, 2026 at the initial closing, pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers

purchased, in a private placement: (i) 11,411.5 shares of the Series A Preferred Stock, with a stated value of $1,000 per share, convertible

into shares of Common Stock and (ii) warrants to purchase up to 23,251,960 shares of Common Stock (the "Warrants"). Pursuant

to the Preferred Stock Purchase Agreement, the Buyers have the right, severally, subject to the satisfaction of certain conditions, to

require the Company to participate in one or more additional closings for the purchase of up to an aggregate of 10,000 additional shares

of Series A Preferred Stock and Warrants (each such transaction, an “Additional Closing”).

(2)      On

June 22, 2026, at an Additional Closing pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers

purchased, in a private placement: 5,000 shares of the Series A Preferred Stock and 10,753,615 Warrants to purchase shares of Common Stock

for aggregate proceeds of approximately $4.0 million, paid in cash.

On July 16, 2026, at a subsequent

Additional Closing pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers purchased, in a

private placement: 1,250 shares of the Series A Preferred Stock and 2,688,404 Warrants to purchase shares of Common Stock for aggregate

proceeds of approximately $1.0 million, paid in cash.

All such securities will not

be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act

and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from

registration in entering into the Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing

such securities based in part on representations made by the investors in the Securities Purchase Agreement. The securities may not be

offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current

Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described

herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits

Description

10.1

Form of Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026).

10.2

Form of Amendment No. 1 to Preferred Stock Purchase Agreement.

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: July 21, 2026

By:

/s/ Barbra C. Keck

Barbra C. Keck

Chief Financial Officer

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2620878d1_ex10-2.htm · Sequence: 2

Exhibit 10.2

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SECURITIES

PURCHASE AGREEMENT (this “Amendment”) is dated as of July 10, 2026 (the “Effective Time”), by and

among SMARTKEM, Inc., a Delaware corporation (the “Company”), and the undersigned Buyers (the “Undersigned

Buyers”), will amend that certain Securities Purchase Agreement, dated as of March 30, 2026 (as amended, the “Securities

Purchase Agreement”), by and among the Company and each of the Buyers. Capitalized terms used herein but not otherwise defined

herein shall have the respective meanings set forth in the Securities Purchase Agreement.

WHEREAS, pursuant to Section

9(e) of the Securities Purchase Agreement, the Company and the Required Holders may amend the terms of the Securities Purchase Agreement,

which amendment shall be binding on all Buyers and holders of the Registrable Securities;

WHEREAS, the Undersigned Buyers

constitute the Required Holders; and

WHEREAS, the Company and the

Undersigned Buyers desire to amend the Schedule of Buyers attached to the Securities Purchase Agreement to reflect the admission of an

additional Buyer pursuant to the Joinder Agreement, and to reflect the Assignment and Waiver executed by and among the Company and the

Buyers party thereto, in each case dated on or about the date hereof, and the Undersigned Buyers desire to consent to such Amendment.

NOW, THEREFORE, in consideration

of the covenants and agreements contained therein, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Company and the Undersigned Buyers, intending to be legally bound, hereto agree as follows:

1. Amendments. As of the Effective Time (as defined below):

(a)

Exhibit B (Schedule of Buyers) to the Note Purchase Agreement is hereby amended and restated in its entirety and replaced with

Schedule 1 attached hereto (the “Amended Schedule of Buyers”).

2. Miscellaneous. Section 9 of the Securities Purchase Agreement is hereby incorporated by reference

herein, mutatis mutandis.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT

BLANK.]

IN WITNESS WHEREOF, the parties

have caused their respective signature page to this Amendment to be duly executed as of the date first written above.

COMPANY:

SMARTKEM,

Inc.

By:

Name:

Ian Jenks

Title:

Chief Executive Officer

UNDERSIGNED

BUYER:

By:

Name:

Title:

SCHEDULE 1

AMENDED SCHEDULE OF BUYERS

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