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): ~~January~~February 305, 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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On ~~January~~February 305, 2026, SmartKem, Inc. (the “Company”) entered into a ~~securities~~debt ~~purchase~~conversion agreement (the “~~Purchase~~ Debt Conversion Agreement”) with anSmartKem ~~institutional~~Limited, ~~investor~~a wholly owned subsidiary of the Company, and a creditor (the “Creditor”), pursuant to which the Company agreed to ~~sell~~issue to ~~such~~the ~~investor~~Creditor ~~677~~(i) 385,~~129~~130 shares ~~(the “Shares”)~~ of the Company’s common stock, par value $0.0001 per share (~~the~~ “Common Stock”) , at ~~a purchase~~an ascribed price of $02.5075 per share  and ~~683,871~~(ii) pre-funded warrants (the “Pre-Funded Warrant”) to purchase ~~683~~348,~~871 shares~~260 shares of Common Stock atin asatisfaction ~~purchase price~~ of ~~$0.4999~~approximately ~~per Pre-Funded Warrant and an exercise price of~~ $~~0.0001~~2,016,821 ~~per~~owed ~~share~~to (the ~~“Offering”).~~ ~~The~~Creditor ~~Shares were offered~~ by ~~the~~SmartKem ~~Company pursuant to its shelf registration statement on Form S-3 (File No~~Limited. ~~333-281608), which was declared effective by the Securities and Exchange Commission on August 22, 2024 and a related base prospectus and prospectus supplement thereunder.~~

The ~~closing~~Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and may be exercised at any time until the ~~sales~~Pre-Funded Warrants are exercised in full. The Creditor will not have the right to exercise any portion of ~~these~~a ~~securities~~Pre-Funded ~~under~~Warrant if it (together with its Attribution Parties (as defined in the ~~Purchase~~Pre-Funded ~~Agreement~~Warrant)) ~~took~~would ~~place~~beneficially onown ~~January~~in ~~30,~~excess ~~2026~~of 4.99% ~~The~~of ~~gross~~the ~~proceeds~~number ~~from~~of ~~the~~shares ~~Offering~~of Common ~~were~~Stock ~~$680,500,~~outstanding ~~prior~~immediately after giving effect to ~~deducting~~the ~~offering~~exercise, ~~expenses~~as ~~payable~~such bypercentage ownership is determined in accordance with the ~~Company~~terms of the Pre-Funded Warrant. ~~The~~However, ~~Company~~the ~~intends~~Creditor may increase or decrease such percentage to ~~use~~any ~~the~~other ~~net~~percentage ~~proceeds~~not ~~from~~in ~~the~~excess ~~Offering~~of 9.99% ~~for~~upon ~~working~~notice ~~capital~~to ~~and~~the ~~general~~Company, ~~corporate~~provided, ~~purposes~~that any increase in this limitation will not be effective until 61 days after such notice from the Creditor to the Company.

The ~~representations,~~foregoing ~~warranties~~descriptions ~~and covenants contained in the Purchase Agreement were made solely for the benefit~~ of the ~~parties~~Pre-Funded toWarrant ~~the Purchase Agreement. In addition, such representations, warranties~~ and ~~covenants~~Debt ~~(i)~~Conversion ~~are intended as a way of allocating the risk between the parties to the Purchase~~ Agreement ~~and~~are not ascomplete ~~statements of fact,~~ and ~~(ii)~~are ~~may~~qualified ~~apply standards of materiality~~ in atheir ~~way~~entirety ~~that is different from what~~by ~~may~~reference beto ~~viewed~~the asfull ~~material~~text ~~by stockholders~~ of, ~~or other investors in,~~ the ~~Company.~~form ~~Accordingly,~~of ~~the~~Pre-Funded ~~Purchase~~Warrant ~~Agreement~~and ~~is included with this filing only to provide investors with information regarding~~ the ~~terms~~form of the ~~transaction,~~Debt ~~and~~Conversion ~~not~~Agreement, tocopies ~~provide~~of ~~investors~~which ~~with~~are ~~any other~~filed ~~factual~~as ~~information~~Exhibits ~~regarding~~4.1 ~~the~~and ~~Company~~10.1, ~~Moreover~~respectively, ~~information~~to ~~concerning~~this ~~the~~Current ~~subject~~Report ~~matter~~on ofForm ~~the~~8-K ~~representations~~ and ~~warranties~~are ~~may change~~incorporated ~~after~~by ~~the~~reference ~~date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures~~herein.

~~The Pre-Funded~~Item ~~Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full~~3. A holder will not have the right to exercise any portion of a Pre-Funded Warrant if the holder (together with its Attribution Parties (as defined in the Pre-Funded Warrant)) would beneficially own in excess of 902.~~99%~~ ofUnregistered ~~the~~Sales ~~number~~ of ~~shares~~Equity ~~of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant~~Securities. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to the Company, provided, that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

The ~~foregoing~~ ~~descriptions~~information ofset ~~the~~forth in ~~Pre-Funded~~Item ~~Warrant~~1.01 ~~and~~is ~~Purchase~~incorporated ~~Agreement~~herein ~~are not complete and are qualified in their entirety~~ by reference to. ~~the~~The ~~full~~shares ~~text~~ of ~~the~~Common ~~form~~Stock ofand the Pre-Funded ~~Warrant~~Warrants ~~and~~issued ~~form~~pursuant ofto ~~Purchase~~the Debt Conversion Agreement, ~~copies~~were ofissued ~~which~~in ~~are~~reliance ~~filed~~upon asthe ~~Exhibits~~exemption ~~4.1~~from ~~and~~registration ~~10.1, respectively,~~provided toby ~~this~~Section ~~Current~~4(a)(2) ~~Report~~of onthe ~~Form~~Securities ~~8-K and are incorporated by reference herein~~Act.

The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1		Form of Debt Conversion Agreement
10.1		Form of Securities Purchase Agreement
99.1		Press Release, dated February 6, 2026
23.1		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
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: January 30, 2026	By:	/s/ Barbra C. Keck
Dated: February 6, 2026	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

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