Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 25, 2023

SmartKem, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-56181	85-1083654
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 25, 2023, SmartKem, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “2021 Plan Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), increasing the number of the shares of common stock, par value $0.0001 per share (“Common Stock”), reserved for issuance under the 2021 Plan from 4,376,571 shares to 26,008,708 shares. The Company’s Board of Directors (the “Board”) had previously approved the 2021 Plan Amendment, subject to stockholder approval.

The foregoing description of the 2021 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 25, 2023, at the Annual Meeting, the Company’s stockholders voted on the five proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 24, 2023 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

The holders of the Common Stock elected each of Klaas de Boer and Sri Peruvemba as Class II directors of the Company to serve three-year terms expiring at the 2026 annual meeting and until their respective successors have been duly elected and qualified, or, if sooner, until their death, resignation or removal. The votes were cast with respect to this matter as follows:

Nominee	FOR	WITHHELD	BROKER NON-VOTES
Klaas de Boer	18,636,815	1,215,100	1,946,509
Sri Peruvemba	18,636,815	1,215,100	1,946,509

2.	The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was approved by the holders of Common Stock based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
21,438,324		359,900		200		N/A

The proposal to adopt and approve an amendment to the Charter to effect a reverse stock split of the Common Stock, at a specific ratio, ranging from one-for-thirty (1:30) to one-for-sixty (1:60), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the stockholders was approved by the holders of Common Stock and the holders of the Company’s Series A-1 Convertible Preferred Stock based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
60,446,102		718,100		497,000		N/A

4.	The proposal to approve an amendment to the 2021 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 4,376,571 to 26,008,708 was approved by the holders of Common Stock based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
18,540,751		1,279,100		32,064		1,946,509

The proposal to adopt and approve an amendment to the Charter to declassify the Board on the date on which shares of Common Stock begin trading on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange and provide for the annual election of all directors was not approved by the holders of Common Stock based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
19,493,715		338,200		20,000		1,946,509

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Amendment to the 2021 Equity Incentive Plan.
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 28, 2023	By:	/s/ Barbra C. Keck
		Barbra C. Keck
		Chief Financial Officer

Exhibit 10.1

AMENDMENT TO THE
SMARTKEM, INC.
2021 EQUITY INCENTIVE PLAN

Dated: July 13, 2023

WHEREAS, the Board of Directors (the “Board”) of SmartKem, Inc., a Delaware corporation (the “Company”) heretofore established the SmartKem, Inc. 2021 Equity Inventive Plan (the “Plan”); and

WHEREAS, after giving effect to increases in accordance with the “evergreen” provisions of the Plan, the maximum number of shares of common stock of the Company (“Common Stock”) currently available for grants of “Awards” (as defined under the Plan) (not counting shares of Common Stock that have previously been issued pursuant to the Plan or that are the subject of outstanding Awards under the Plan), is 4,376,571 all of which are available as grants as Incentive Stock Options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, after taking into account Awards granted under the Plan to date, there are currently 1,610,842 shares of Common Stock remaining available for additional Awards under the Plan; and

WHEREAS, in order to ensure that a sufficient number of shares of Common Stock are available under the Plan in order to properly incentivize those eligible to participate in the Plan, including future eligible participants, the Board believes it to be in the best interests of the Company and its shareholders to increase the maximum number of shares of Common Stock available for grants of Awards thereunder by 21,632,137 additional shares of Common Stock (the “Additional Reserved Shares”) (from 4,376,571 to 26,008,708 shares), not counting shares of Common Stock that have previously been issued pursuant to the Plan or that are the subject of outstanding Awards under the Plan; and

WHEREAS, the Board further believes it to be in the best interests of the Company and its shareholders that all such Additional Reserved Shares be available for grants of ISOs under the Plan, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any shares of Common Stock that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c) thereof; and

WHEREAS, Section 19 of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is required by applicable law.

NOW, THEREFORE, subject to approval of the Company’s stockholders, effective the date hereof, the Plan is hereby amended as follows:

Section 3(a) of the Plan is hereby amended in its entirety, to read as follows:

“(a) Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and the automatic increase set forth in Section 3(b), the maximum aggregate number of Shares that may be issued under the Plan is 26,008,708 Shares. In addition, Shares may become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). The Shares may be authorized, but unissued, or reacquired Common Stock.”

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Amendment as evidence of its adoption by the Board of Directors of the Company on the date set forth above.

SMARTKEM, INC.

By: /s/ Ian Jenks
Name: Ian Jenks
Title: Chief Executive Officer
Date: July 13, 2023

Cover	Aug. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 25, 2023
Entity File Number	000-56181
Entity Registrant Name	SmartKem, Inc.
Entity Central Index Key	0001817760
Entity Tax Identification Number	85-1083654
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Manchester Technology Center, Hexagon Tower
Entity Address, Address Line Two	Delaunays Road
Entity Address, Address Line Three	Blackley
Entity Address, City or Town	Manchester
Entity Address, Country	GB
Entity Address, Postal Zip Code	M9 8GQ
City Area Code	011-44-161
Local Phone Number	721-1514
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false