SmartKem, Inc. 8-K

What Happened

• SmartKem, Inc. announced on January 30, 2026 that it entered into a securities purchase agreement with an institutional investor and closed an offering the same day. The company sold 677,129 shares of common stock at $0.50 per share and 683,871 pre-funded warrants at $0.4999 each (exercise price $0.0001), generating gross proceeds of $680,500. The offering was made under the company’s Form S-3 shelf registration (File No. 333-281608, declared effective Aug 22, 2024).

Key Details

• Shares sold: 677,129 common shares at $0.50 per share.
• Pre-Funded Warrants: 683,871 warrants sold at $0.4999 each; exercise price $0.0001; immediately exercisable until fully exercised.
• Proceeds and use: Gross proceeds $680,500; company intends to use net proceeds for working capital and general corporate purposes.
• Ownership cap: A holder cannot exercise a Pre-Funded Warrant to own more than 9.99% of outstanding common stock after exercise (holder may adjust this limit with notice; increases take effect 61 days after notice).

Why It Matters

• This is a small equity financing that provides near-term cash for operations (working capital) without debt. The pre-funded warrants allow the investor to obtain shares immediately upon exercise while capping immediate ownership to 9.99%, which limits concentration risk from this single investor. Investors should note potential dilution if and when pre-funded warrants are exercised and that the full terms are included in the filed Purchase Agreement and Pre-Funded Warrant exhibits.