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): June 23, 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 5.07 | Submission of Matters to a Vote of Security Holders |
On June 23, 2026, SmartKem, Inc., Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Meeting”) to consider and vote on eleven proposals, each of which is described in greater detail in the Company’s definitive proxy statement dated May 18, 2026 and first mailed to stockholders of the Company on or about May 18, 2026 (the “Proxy Statement”). At the close of business on May 11, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there were 21,446,213 shares of common stock, each share entitled to one vote, constituting all of the outstanding voting securities of the Company. At the Meeting, the holders of 14,391,656 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. The final voting results for each of the matters submitted to a Company stockholder vote at the Meeting are set forth below. Capitalized terms used and not otherwise defined herein have the meanings given in the Proxy Statement.
PROPOSAL ONE: Election of Director Nominees to serve as Class II Directors for a three-year term expiring at the annual meeting of stockholders in 2029;
1a. KLAAS DE BOER
| FOR: | ABSTAIN | BROKER NON-VOTES: | ||
| 11,511,577 | 41,600 | 2,838,479 |
1b. SRIRAM PERUVEMBA
| FOR: | ABSTAIN | BROKER NON-VOTES: | ||
| 11,491,588 | 61,589 | 2,838,479 |
PROPOSAL TWO: to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers;
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,499,529 | 49,241 | 4,407 | 2,838,479 |
PROPOSAL THREE: to approve, on an advisory basis, the frequency at which future stockholders advisory votes on executive compensation should occur;
| 1 YEAR: | 2 YEARS: | 3 YEARS | ABSTAIN: | |||
| 11,498,822 | 22,095 | 20,129 | 12,131 |
· Broker Non-Votes: 2,838,479
PROPOSAL FOUR: to ratify the appointment of CBIZ CPAS P.C. as our independent registered public accounting firm for the year ending December 31, 2026;
| FOR: | AGAINST: | ABSTAIN | ||
| 14,281,907 | 109,055 | 694 |
PROPOSAL FIVE: to approve an amendment to our Amended and Restated Certificate of Incorporation, to increase the number of shares of Common Stock that the Company is authorized to issue from 300,000,000 to 5,000,000,000 shares;
| FOR: | AGAINST: | ABSTAIN | ||
| 13,328,336 | 1,033,263 | 30,057 |
PROPOSAL SIX: to approve an amendment to our 2021 Equity Incentive Plan to increase the number of shares of Common Stock that the Company is authorized to issue pursuant to the Plan from 1,643,692 to 2,144,622 shares (prior to giving effect to the Reverse Stock Splits);
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,493,630 | 58,320 | 1,227 | 2,838,479 |
PROPOSAL SEVEN: to approve up to two amendments to our Amended and Restated Certificate of Incorporation to grant discretionary authority to our Board of Directors to effect up to two reverse stock splits;
| FOR: | AGAINST: | ABSTAIN | ||
| 14,104,710 | 244,767 | 42,179 |
PROPOSAL EIGHT: to approve the issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% of the Company’s issued and outstanding Common Stock in connection with the Company’s Equity Line of Credit;
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,496,232 | 55,343 | 1,602 | 2,838,479 |
PROPOSAL NINE: to approve the issuance of shares of Common Stock below the Nasdaq minimum price in excess of 19.99% of the Company’s issued and outstanding Common Stock in connection with the conversion of the Company’s Series A convertible preferred stock or exercise of related warrants;
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,478,695 | 72,638 | 1,844 | 2,838,479 |
PROPOSAL TEN: to approve an amendment to our Amended and Restated Certificate of Incorporation to permit our stockholders to take action by written consent in lieu of a meeting;
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,494,602 | 57,405 | 1,170 | 2,838,479 |
PROPOSAL ELEVEN: to approve an amendment to our Amended and Restated Certificate of Incorporation to remove the two-thirds supermajority consent requirements for certain matters from our Amended and Restated Certificate of Incorporation;
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 11,458,369 | 93,308 | 1,500 | 2,838,479 |
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: June 26, 2026 | By: | /s/ Barbra C. Keck |
| Barbra C. Keck | ||
| Chief Financial Officer | ||