As filed with the U.S. Securities and Exchange ~~Commission~~ onCommission on April 8 17, ~~2025~~2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~SmartKem~~SMARTKEM, ~~Inc~~ INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware		3674		85-1083654
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

Delaware		3674		82-1083654
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

011-44-161-721-1514

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

including area code, of principal executive offices)

Barbra C. Keck

Chief Financial Officer

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

011-44-161-721-1514

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~including~~With ~~area~~copies ~~code, of agent for service)~~to:

~~Copies~~Richard ~~to:~~A. Friedman, Esq.

~~John~~Sean DF. ~~Hogoboom~~Reid, Esq.

~~Tracy~~Sheppard, ~~F. Buffer~~Mullin, Richter ~~Esq.~~& Hampton LLP

~~Lowenstein~~30 ~~Sandler~~Rockefeller ~~LLP~~Plaza

~~1251~~New ~~Avenue of the Americas~~York, NY 10112

~~New York, New York 10020~~Tel: (212) 653-8700

Fax: (~~646~~212) ~~414~~653-~~6846~~8701

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "“emerging growth company"” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer~~filer ¨ Accelerated ~~Filer~~filer ¨ Non-accelerated ~~Filer~~filer x Smaller ~~Reporting~~reporting ~~Company~~company x Emerging ~~Growth~~growth ~~Company~~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 7(a)(2)(B) of ~~the~~ Securities Act. ☐¨

The ~~registrant~~Registrant hereby amends this ~~registration~~Registration ~~statement~~Statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~Registrant ~~will~~shall file a further amendment ~~which~~that specifically states that this ~~registration~~Registration ~~statement~~Statement ~~will~~shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until ~~the~~this ~~registration~~Registration ~~statement~~Statement ~~will~~shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine.

The information in this ~~preliminary~~ prospectus is not complete and may be changed. ~~The~~These ~~selling~~securities ~~stockholders~~ may not ~~sell~~be ~~these~~sold ~~securities pursuant to this prospectus~~ until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This ~~preliminary~~ prospectus is not an offer to sell these securities, ~~and~~nor isdoes ~~not~~it ~~soliciting~~seek ~~offers~~an offer to buy these securities in any ~~jurisdiction~~state where the offer or sale is not permitted.

Subject to completion, dated April 8, 2025

PRELIMINARY PROSPECTUS

~~6,402,818~~Subject ~~Shares~~to ofcompletion, ~~Common~~dated ~~Stock~~April 17, 2026

This prospectus relates to the sale or other disposition by the selling stockholders identified herein or their transferees (the “Selling Stockholders”) of up to 6,402,818 shares of common stock, par value $0.0001 per share, of SmartKem, Inc.~~, consisting of:~~

~~(i)~~Up ~~169~~to 146,~~784~~776,707 ~~shares~~Shares of ~~our common stock issued in our private placement offering that closed on December 20, 2024 (the “PIPE”);~~Common Stock

~~(ii)~~This ~~930~~prospectus relates to the resale of up to an aggregate of 146,~~215~~776,707 shares of our common stock ~~issuable~~that ~~upon~~we may issue and sell to Keystone Capital Partners, LLC (“Keystone”) from time to time, in our sole discretion, under a common stock purchase agreement that we entered into with Keystone on March 30, 2026 (the ~~exercise~~“Purchase Agreement”). This prospectus covers the resale of ~~pre-funded~~these ~~warrants~~shares (by Keystone to the public. See “~~Pre-Funded~~Keystone ~~Warrants~~Capital Partners Committed Equity Financing” beginning on page 14 for a description of the Purchase Agreement and additional information regarding Keystone. Keystone is an “underwriter” within the meaning of Section 2(a)(11) of ~~issued~~the inSecurities Act of 1933, as amended (the ~~PIPE;~~“Securities Act”).

~~(iii)~~The ~~2,549,996~~purchase ~~shares~~price offor ~~our~~the shares ~~common~~will ~~stock~~be ~~issuable~~based ~~upon~~on ~~the~~formulas ~~exercise~~set offorth ~~Class~~in ~~D Common warrants (~~the ~~“Class~~Purchase DAgreement ~~Warrants”)~~depending ~~issued~~upon ~~in (x)~~ the ~~PIPE~~type ~~and~~of ~~(y)~~purchase ~~the~~notice ~~registered~~that ~~direct~~we ~~offering~~submit ~~and~~to ~~concurrent~~Keystone from ~~private~~time ~~placement~~to ~~that~~time. ~~closed~~We onwill ~~December~~pay ~~20, 2024 (~~the ~~“RD~~expenses ~~Offering”~~incurred ~~and~~in ~~together~~connection with the ~~PIPE,~~issuance of the ~~“Offerings”), including~~ shares of our common stock. ~~issuable~~See ~~upon the exercise~~ “Plan of ~~pre-funded warrants into which the Class D Warrants are exercisable in certain circumstances;~~Distribution.”

The total purchase commitment under the Purchase Agreement is up to the lesser of (iva) $500 ~~127~~million and (b) 19.99% of the Company's outstanding shares of common stock as of the date of the Purchase Agreement,~~499~~ which number of shares shall be reduced, on a share-for-share basis, by the number of shares ~~our~~of common stock issued or issuable ~~upon~~pursuant to any transaction or series of transactions that may be aggregated with the ~~exercise~~transactions contemplated by the Purchase Agreement under applicable rules of ~~warrants~~the Trading Market (~~the~~as ~~“Placement~~defined ~~Agent~~under ~~Warrants”~~the Purchase Agreement), ~~issued~~(unless stockholder toapproval ~~Craig-Hallum~~is ~~Capital~~obtained ~~Group~~or ~~LLC,~~applicable ~~our~~sales ~~placement~~qualify ~~agent~~as in"at ~~connection~~market" ~~with~~under ~~the~~applicable ~~Offerings;~~rules of The Nasdaq Stock Market LLC (“Nasdaq”)).

~~(v)~~Our ~~1,875,324 shares of our~~ common stock ~~issuable~~is ~~upon~~presently listed ~~the~~on ~~conversion~~The ofNasdaq ~~our~~Capital ~~Series~~Market ~~A-1~~under ~~Convertible~~the ~~Preferred~~symbol ~~Stock,~~“SMTK.” ~~Stated~~On ~~Value $10~~April 16,~~000~~ ~~per share (the “Series A-1 Preferred Stock”)~~2026, ~~that became issuable as a result of~~ the ~~reduction~~last ofreported ~~the~~sale ~~conversion~~ price of ~~the Series A-1 Preferred Stock to $4.34 in connection with~~ our ~~2024 restructuring transactions (the “2024 Restructuring”), including shares of our~~ common stock ~~issuable~~was ~~upon~~$0.3384 ~~the~~per ~~exercise of Class C Warrants into which shares of the Series A-1 Preferred Stock are convertible in certain circumstances; and~~share.

~~(vi)~~Investing ~~750,000~~in ~~shares~~our securities ofinvolves ~~our~~various ~~common~~risks. ~~stock~~See “Risk ~~issuable~~Factors” beginning ~~upon~~on ~~the~~page ~~exercise~~12 offor ~~Class~~more Cinformation ~~Warrants~~on these ~~(the~~risks. ~~“Release~~Additional ~~Warrants”)~~risks ~~issued~~will tobe ~~The~~described ~~Hewlett~~in ~~Fund~~the LPrelated inprospectus ~~connection~~supplements ~~with~~under the ~~release~~heading “Risk Factors.” You should review that section of ~~certain~~the ~~claims~~related byprospectus ~~The~~supplements ~~Hewlett~~for ~~Fund~~a LPdiscussion inof ~~connection~~matters ~~with~~that investors ~~the~~in ~~2024~~our ~~Restructuring~~securities should consider.

WeNeither ~~will not receive any proceeds from~~ the ~~sale~~ U.S. Securities orand ~~other~~Exchange ~~disposition~~Commission ofnor ~~the~~any ~~shares~~state ofsecurities ~~our~~commission ~~common~~has ~~stock~~approved byor ~~the~~disapproved ~~Selling~~of ~~Stockholders.~~these ~~The~~securities, ~~Selling~~or ~~Stockholders~~passed ~~may~~upon ~~sell~~the adequacy or ~~otherwise~~accuracy ~~dispose~~ of ~~the shares of our common stock offered by~~ this prospectus ~~from~~or ~~time~~any toaccompanying ~~time through the means described in this~~ prospectus ~~under the caption “Plan of Distribution~~supplement.” WeAny ~~have~~representation ~~borne and will continue~~ to ~~bear~~ the ~~costs~~contrary ~~relating~~is toa ~~the~~criminal ~~registration of these shares~~offense.

~~Our common stock is listed on the Nasdaq Capital Market under the symbol “SMTK.”~~ The ~~last~~date ~~reported~~of ~~sale~~this ~~price~~prospectus ~~for our common stock on the Nasdaq Capital Market on April 7,~~is ~~2025~~, ~~was $2~~2026.~~33 per share.~~

You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the Securities and Exchange Commission, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2025.

TABLE OF CONTENTS

	~~Page~~	Page
ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY		2
PROSPECTUS SUMMARY	2
BUSINESS		2
THE OFFERINGS	4
THE OFFERING		11
RISK FACTORS	5	12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
FORWARD-LOOKING STATEMENTS		13
SHARES OFFERED HEREBY	7
USE OF PROCEEDS		13
USE OF PROCEEDS	8
KEYSTONE CAPITAL PARTNERS COMMITTED EQUITY FINANCING		14
SELLING STOCKHOLDERS	9
SELLING STOCKHOLDER		16
PLAN OF DISTRIBUTION	13	17
DESCRIPTION OF SECURITIES	15
LEGAL MATTERS		19
LEGAL MATTERS	16
EXPERTS		19
EXPERTS	16
WHERE YOU CAN FIND MORE INFORMATION		19
ADDITIONAL INFORMATION	17
INCORPORATION OF DOCUMENTS BY REFERENCE		20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	18

ABOUT THIS PROSPECTUS

Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities covered hereby and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Additional Information” and “Incorporation of Certain Information by Reference.”

We may also provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information to which we refer you in the sections of this prospectus entitled “Additional Information” and “Incorporation of Certain Information by Reference.”

Unless otherwise stated or the context otherwise indicates, references to “SmartKem,” the “Company,” “we,” “our,” “us,” or similar terms refer to SmartKem, Inc. and its subsidiaries.

PROSPECTUS SUMMARY

The following summary highlights ~~some~~ information ~~from~~contained elsewhere in this prospectus. ItThis summary is not complete and does not contain all of the information that you need ~~should~~to consider ~~before~~ in making anyour investment decision. You should carefully read ~~this~~the entire prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” ~~section~~contained onin ~~page 5 of~~ this prospectus and ~~the~~under ~~disclosures~~similar toheadings ~~which~~in the other documents that ~~section~~are ~~refers~~incorporated ~~you,~~by ~~the~~reference ~~financial~~into ~~statements~~this ~~and~~prospectus. ~~related~~You ~~notes~~should ~~and~~also ~~the~~carefully ~~other~~read ~~more detailed~~the information ~~appearing elsewhere or~~ incorporated by reference into this prospectus, ~~before~~including ~~investing~~our infinancial ~~any~~statements, ofand the ~~securities~~exhibits ~~described in~~to the registration statement of which this prospectus is a part.

Unless the context indicates otherwise, references in this prospectus to “SmartKem,” “the Company,” “we,” “us,” “our” and similar references refer to SmartKem, Inc.

BUSINESS

Overview

We ~~are~~develop ~~seeking~~and ~~to change the world of electronics~~manufacture ~~with~~custom aelectronic ~~new class of transistor developed using our proprietary advanced semiconductor~~ materials ~~that~~designed weto ~~believe~~enable ~~has~~ the ~~potential~~next togeneration ~~revolutionize the~~of ~~display industry~~electronics. Our advanced TRUFLEX® ~~semiconductor~~materials ~~polymers~~integrate ~~enable~~into existing ~~low~~manufacturing ~~temperature printing~~ processes, ~~that~~supporting ~~are~~efficient, ~~compatible~~scalable ~~with~~production ~~existing manufacturing~~and ~~infrastructure to deliver low-cost,~~ high-performance ~~displays.~~outcomes ~~Our~~across ~~semiconductor platform can be used in~~ a broad range of ~~display~~electronic ~~technologies~~applications. ~~including~~We ~~MicroLED,~~combine ~~miniLED~~materials ~~and~~science ~~AMOLED,~~expertise aswith ~~well~~practical asengineering into ~~applications~~deliver intailored ~~advanced~~solutions ~~chip~~for ~~packaging,~~partners ~~sensors~~seeking ~~and~~to innovate ~~logic~~in electronics.

~~Implications~~We ofdesign ~~Being~~and develop our anmaterials ~~Emerging~~at ~~Growth~~our ~~Company~~research and development facility in Manchester, UK and operate a ~~Smaller~~field ~~Reporting~~application ~~Company~~office in Hsinchu, Taiwan. We operate with an international footprint, providing materials development, prototyping and technical support to customers and collaborators globally.

AsProducts a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as a “smaller reporting company” under applicable SEC regulations. An emerging growth company and a smaller reporting company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:Services

·We ~~being~~supply ~~permitted~~our toadvanced ~~present~~materials as ~~only~~a ~~two~~set ~~years~~of stable liquid inks, with each ink forming a separate layer of ~~audited~~the ~~financial~~device. ~~statements~~Each of the inks forming these layers has been carefully designed to achieve the device performance and ~~only~~electrical ~~two~~stability ~~years~~specified by the customer. We supply the ink set with a detailed process of ~~related~~record (“~~Management’s~~POR”) ~~Discussion~~for ~~and~~producing ~~Analysis~~the desired device. In addition to supplying our organic thin-film transistor (“OTFT”) stack materials as a package, prospective customers also evaluate the use of ~~Financial~~our ~~Condition~~range of interlayer materials as single layers in new and ~~Results~~existing ofchip ~~Operations”~~and ~~disclosure~~display products (in ~~our~~so-called ~~periodic~~advanced ~~reports~~semiconductor packaging). The interlayer materials are being tested as redistribution layers, pixel definition layers, permanent resists, and ~~registration~~organic ~~statements~~dielectric layers due to their favorable processability, ~~including~~patternability, planarity, inand ~~the~~other ~~period~~properties ~~reports~~when ~~incorporated~~compared bywith ~~reference~~existing ~~into~~materials. ~~this~~During ~~prospectus;~~2023, we began developing a range of customized dielectric inks for customers’ advanced electronics packaging applications.

·Products ~~not~~have ~~being~~been ~~required~~scaled up tofor ~~comply~~formulated ~~with~~ink ~~the~~supply ~~auditor~~to ~~attestation~~customers ~~requirements~~in ofpackage ~~Section~~sizes ~~404~~ranging offrom ~~the~~100ml ~~Sarbanes-Oxley~~to ~~Act~~several liters, asall ~~amended,~~supplied onfrom ~~the~~our ~~effectiveness~~Manchester facility. These are supplied with a certificate of ~~our~~analysis ~~internal~~(CoA) ~~controls~~and ~~over~~POR, ~~financial~~alongside ~~reporting;~~device and design consultancy to ensure successful technology transfer.

·In ~~reduced~~January 2025, ~~disclosure~~we ~~obligations~~completed the ~~regarding~~first ~~executive~~sale ~~compensation~~of ~~arrangements in~~ our ~~periodic~~TRUFLEX® ~~reports,~~materials ~~proxy~~to ~~statements~~Chip ~~and~~Foundation ~~registration~~under ~~statements,~~our ~~including~~co-development ~~in the period reports incorporated by reference into this prospectus; and~~agreement.

·We ~~exemptions~~developed ~~from~~the "MiP4," a package of four MicroLEDs connected using our chip-first architecture and its unique interlayer dielectric semiconductor materials. A demonstration of the ~~requirements~~first application of ~~holding~~the MiP4—a ~~nonbinding~~12.3-inch ~~advisory~~MicroLED ~~vote~~Smart onBacklight—was ~~executive~~unveiled ~~compensation~~at Taiwan's largest technical conference, Touch Taiwan 2025. The MicroLED Smart Backlight delivers higher brightness and ~~stockholder~~better ~~approval~~contrast ofin ~~any~~LCD ~~golden~~screens ~~parachute~~that are ~~payments~~frequently ~~not~~used ~~previously~~in ~~approved~~the automotive industry today.

WeIn ~~will~~December 2025, ~~cease to be an~~we ~~emerging~~announced ~~growth~~that ~~company~~we onhad ~~the~~created ~~last day of our fiscal year in which~~ the ~~fifth~~world's ~~anniversary~~first ofall-organic-transistor ~~the~~("AOT") ~~first~~biometric ~~sale~~sensor, ofin ~~our~~collaboration ~~common~~with ~~stock pursuant~~Shanghai toJiao ~~our~~Tong ~~initial~~University ~~registration statement occurs~~(“SJTU”). ~~However,~~This ifnovel ~~certain~~technology ~~events~~significantly ~~occur~~increases ~~prior to~~ the ~~end~~sensitivity of ~~such~~optical ~~five-year~~detection ~~period,~~for ~~including if~~flexible webiometric ~~become a “large accelerated filer~~applications,” ~~our~~such ~~annual~~as ~~gross~~fingerprint ~~revenues exceed $1.235 billion~~ or wepalm ~~issue~~print ~~more~~recognition ~~than~~on ~~$1.0~~curved ~~billion of non- convertible debt in any three-year period~~surfaces, weand ~~will~~has ~~cease~~the topotential ~~be an emerging growth company prior~~ to ~~the~~help ~~end~~address of challenges such ~~five-year period. We will continue to be a smaller reporting company~~ as ~~long~~fingerprint asspoofing. weBy ~~have~~enabling aadvanced ~~public~~liveness ~~float~~detection ~~(determined~~techniques, ~~as of~~ the ~~end~~sensor ofcan ~~our~~capture ~~second~~subtle ~~fiscal~~signals ~~quarter)~~that distinguish ofreal ~~less~~fingerprints ~~than~~from ~~$250~~fake ~~million~~ones, orwhether ~~have~~through ~~annual~~multi-wavelength ~~revenues~~imaging ofor ~~less~~dynamic ~~than~~imaging ~~$100~~that ~~million~~reveals asmotion ofor ~~the~~blood ~~last fiscal year for which we have audited financial statements and a public float of less than $700 million~~flow.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and in documents that are incorporated herein by reference and may elect to take advantage of other reduced reporting requirements in our future filings with the Securities and Exchange Commission (“SEC”). As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

~~The~~A ~~JOBS~~paper ~~Act~~describing ~~provides that~~this ~~an emerging growth company can take advantage of an extended transition period for complying with~~ new ~~or revised accounting standards,~~ ~~until~~technology, ~~those~~titled ~~standards~~'Flexible ~~apply~~256x256 toAll-Organic-Transistor ~~private~~Active-Matrix ~~companies.~~Optical WeImager ~~have~~with ~~elected~~Integrated toGate ~~take~~Driver' ~~advantage of the benefits of this extended transition period~~ and, ~~therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging~~co-authored ~~growth~~by ~~companies.~~our ~~Our~~Chief ~~financial~~Technology ~~statements~~Officer, ~~may therefore not be comparable to those of companies that comply with such new or revised accounting standards~~Dr. Simon ~~Until~~Ogier, ~~the~~was ~~date~~published ~~that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided~~ by ~~Section 7(a)(2)(B) of~~ the ~~Securities~~Institution ~~Act~~ of ~~1933,~~Electrical asand ~~amended~~Electronic ~~(the~~Engineers (“~~Securities Act~~IEEE”)~~, upon~~ ~~issuance of a new or revised accounting standard that applies to our financial statements~~ and ~~that~~presented ~~has~~by aProf. ~~different~~Xiuyan ~~effective date for public and private companies~~Li, weSJTU ~~will~~at ~~disclose~~ the ~~date~~71st onAnnual ~~which~~IEEE weInternational ~~will~~Electron ~~adopt~~Devices ~~the recently issued accounting standard~~Meeting.

IfMarket we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.Opportunity

~~Corporate~~Our ~~Information~~proprietary TRUFLEX® organic materials set enable customers to make backlight units and direct emissive displays that are both flexible and capable of driving stable currents, combined with the benefits of low temperature processing. Recently, several manufacturers have launched TVs with mini-LED backlight units, and a number of companies are developing a new generation of direct emission MicroLED displays (including Samsung, with ‘The Wall’ offering unparalleled brightness and visual clarity, Sony, LG and AUO), flexible OLED displays, and transparent OLED displays. These new formats are supported by a variety of different backplanes using tiled versions of existing technologies or printed circuit board (“PCB”) backplanes. We believe that our TRUFLEX® materials can be used to provide active-matrix transistor arrays that can address these new product categories using low-cost, flexible substrates.

WeOur ~~were~~customized ~~incorporated~~inks ~~as Parasol~~can ~~Investments Corporation in the State of Delaware on May 13, 2020. SmartKem Limited was incorporated under the laws of England~~be ~~and~~made ~~Wales~~with onlow ~~July 21~~viscosity, ~~2008.~~low Onprocessing ~~February 23,~~temperatures ~~2021, we completed an exchange with SmartKem Limited~~ and ~~the~~without ~~former shareholders of SmartKem Limited (~~the ~~“Exchange”)~~use ~~pursuant to which substantially all~~ of ~~the~~hazardous ~~equity~~solvents. ~~interests~~In ~~in SmartKem Limited were exchanged for shares of our common stock~~addition, ~~and SmartKem Limited became~~ our ~~wholly~~organic ~~owned~~inks ~~subsidiary.~~offer ~~Immediately following the Exchange,~~low ~~the~~film ~~business~~stress ~~of SmartKem Limited became our business~~ and ~~we changed our name to “SmartKem,~~shrinkage/warpage ~~Inc.”~~versus ~~Prior~~many toestablished the Exchange, Parasol Investments Corporation was a “shell” company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose until it began operating the business of SmartKem Limited following the closing of the Exchangematerials.

~~Our~~We ~~principal~~believe ~~executive offices~~there are ~~located~~other markets atin ~~Manchester~~which ~~Technology~~our ~~Center,~~materials ~~Hexagon~~may ~~Tower,~~offer ~~Delaunays~~advantages. ~~Road~~For example, ~~Blackley~~we ~~Manchester,~~believe M9that ~~8GQ~~our ~~U.K.~~OTFTs ~~Our~~are ~~telephone~~suitable ~~number~~for applications where a relatively islow ~~011-44-161-721-1514.~~number ~~Our~~of ~~website~~transistors ~~address~~are isrequired ~~www~~over a wide area such as chemical/biological sensors or distributed logic circuits.~~smartkem.com.~~ ~~Information~~We ~~contained~~believe the ongrowth in Internet of Things (IoT) devices also offers opportunities for low-cost, ormass ~~that~~manufacturable, printable logic devices, as can be ~~accessed~~made ~~through,~~possible by our ~~website~~technology platform. We believe that our strategy of targeting low cost of prototyping and an ability to rapidly istransition ~~not~~from adesign ~~part~~to device will help drive the development of ~~this~~these ~~prospectus~~technologies with our customers.

~~All~~Advanced ~~trademarks,~~chip ~~service~~packaging has ~~marks~~become ~~and~~a ~~trade~~critical ~~names~~enabler ~~appearing~~of innext-generation ~~this~~semiconductor ~~prospectus~~systems, ~~are~~driven by the ~~property~~rapid growth of ~~their~~artificial ~~respective~~intelligence, ~~holders.~~high-performance computing, ~~Use~~and ordata-center ~~display~~applications bythat usincreasingly ofrequire ~~other~~heterogeneous ~~parties’~~integration, higher interconnect density, and improved ~~trademarks~~power efficiency. As traditional silicon scaling faces physical and economic constraints, ~~trade~~architectures ~~dress~~such as chiplet-based designs, fan-out orpackaging, ~~products~~and inmulti-die ~~this~~integration ~~prospectus~~are isincreasingly ~~not~~relied ~~intended~~upon to deliver system-level performance gains. During 2025, SmartKem announced the extension of its OTFT materials platform and ~~does~~“chip-first” ~~not~~process architecture beyond display applications into advanced chip packaging, ~~imply~~including adevelopment ~~relationship~~collaborations with Manz Asia focused on inkjet-printed dielectric layers for semiconductor packaging applications. These initiatives are intended to enable low-temperature, oradditive ~~endorsements~~manufacturing orprocesses compatible with large-area ~~sponsorship~~substrates ofand advanced packaging workflows. We believe that our materials expertise, uscombined bywith partnerships established in 2025, positions the ~~trademark~~Company orto ~~trade~~participate ~~dress~~in ~~owners~~emerging opportunities within advanced packaging markets that are expanding alongside increased investment in AI-driven computing infrastructure and demand for scalable, cost-effective semiconductor integration solutions.

Commercialization Strategy

Continued Development of Our Materials

We design and develop our materials at our research and development facility in Manchester, UK, where we respond to customer inquiries and anticipate market trends. In response to requests from potential customers, our chemistry team has focused on the development of a range of specialized dielectric polymer interlayers. Additional specialty dielectric polymer formulations are being designed for use in advanced mobile communications operating at frequencies in excess of 5 GHz (5G applications and beyond). Interlayer inks are also being provided to potential customers for evaluation across a wide range of advanced electronics packaging applications. We believe that our knowledge base and experience in the design and characterization of OTFTs gives us the ability to respond rapidly to customer preferences and emerging market trends.

~~THE~~Development ~~OFFERING~~of EDA Tools

~~The~~We have developed an initial ~~following~~process ~~summary~~design ofkit ~~the~~(“PDK”) ~~offering~~for ~~contains~~our ~~basic~~process ~~information~~that ~~about~~is ~~the~~designed ~~offering~~to ~~and~~be ~~our~~used ~~securities~~by ~~and~~third isparties ~~not~~in ~~intended~~EDA software to beallow ~~complete.~~them to design Itdigital ~~does~~logic ~~not~~devices. ~~contain~~The ~~all~~PDK ~~the~~contains information such as design rules that ~~may~~are specific to our process equipment, and it will also incorporate models of OTFTs made using our materials set. This will be ~~important~~used tofor ~~you~~digital device simulation and layout of circuit designs. We ~~For~~continue ato ~~more~~characterize ~~complete~~the ~~understanding~~electrical performance of our ~~securities,~~materials ~~please~~and ~~refer~~ to use that data to improve the ~~section~~correlation ~~titled~~between ~~“Description~~simulations produced using those tools and actual devices. As part of ~~Securities~~this development, we expect to populate a library of reference designs for common gates used in digital electronic circuits to further simplify third-party design processes.” At this time, our circuit layout work is performed manually by skilled engineers.

Common stock offered by the selling stockholders	6,402,818 shares.
Common stock outstanding as of March 21, 2025	3,620,217 shares
Use of proceeds	We will not receive any proceeds from the sale or other disposition of the shares of our common stock covered hereby by the Selling Stockholders.
Risk factors	Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our common stock.
NASDAQ Symbol	SMTK

Once we have identified a specific application requirement, we expect to proceed with development work through an understanding of the product specifications and engineering work to calculate the size and capabilities of pixel OTFTs and storage capacitors. For digital logic applications, the situation is more complex, and circuits cannot be designed without access to supporting simulation, design, and layout software. In silicon integrated circuit (“IC”) design, EDA tools are used to predict the behavior of circuits made using foundry services, allowing designers to simulate the behavior of prototype circuits and verify their functionality prior to fabrication, thereby saving time and cost.

We believe that the development of proprietary EDA tools that permit customers to efficiently design circuits using our processes and materials is an important requirement for our commercial success. We have entered into a four-year collaboration with Flexible Integrated Circuits S.L. (FlexiIC) with the aim of configuring open-source or low-cost, paid-for EDA tools for our OTFTs.

Development of Robust Commercial Manufacturing Processes

Our base layer, self-assembled monolayer, organic semiconductor, organic gate insulator, sputter resistant layer and PassiVation layer inks can be deposited using standard coating techniques such as spin-coating or slot-die coating which are widely used for the lithography processes used in TFT manufacturing. As a result, our OTFT process can be integrated into existing manufacturing lines using standard industrial techniques without the need for additional large capital investment. Furthermore, the solubility of our inks would permit customers to digitally print the features of the OTFT device, which we believe may be attractive to potential customers seeking to lower manufacturing costs. 

Through our relationship with the Industrial Technology Research Institute ("ITRI”), we have successfully demonstrated the direct patterning of one of our interlayer dielectric materials using DLT, a common commercial manufacturing technology. In 2023, we entered into a transfer technology agreement with ITRI pursuant to which ITRI is developing Gen 2.5 scale (370mm x 470mm) commercial manufacturing processes for a range of our OTFT materials.

Sales and Marketing

The majority of our target customers are large consumer electronics companies based in Asia (Taiwan, South Korea, Japan and China). We believe that these customers are seeking to create novel, higher added value electronics products.  The same region is also a source of new inquiries for evaluation of use of our unique dielectrics in the advanced chip packaging sector.

We have a direct sales force consisting of one employee located in Taiwan, assisted by two technology transfer engineers, and sales representation in China. Our technical specialists and senior management team also play an active role in promotional events and engage with strategic partners in Asia. We believe that our initial customers will be located in Taiwan, South Korea, Japan and China but we are also directly working with original equipment manufacturers (“OEMs”) located in North America, Europe and elsewhere in Asia who have the ability to require their suppliers to use our materials. Our sales team is supported for new program delivery by engineers and product specialists located at the materials technology center in Manchester. We anticipate building up our sales and marketing resources through a mixture of new in-house and specialist agencies.

~~RISK~~Our ~~FACTORS~~marketing efforts include increased attendance at significant industry trade shows (including in 2025: SEMICON® Korea, Touch Taiwan, SEMICON® China, SID Display Week, the 25th International Meeting on Information Display (“IMID”), PlayNitride MicroLED Technology Forum, SEMICON® Taiwan, MicroLED Connect, TechBlick Berlin and IDW Japan) at which we demonstrate the capabilities of our TRUFLEX® technology and respond to requests for proposals and other inquiries from potential customers. We publish technical papers that explain our products and technology to inform and engage with potential customers. We have also entered into several joint development agreements to demonstrate the capabilities of our materials and to show the feasibility of utilizing our products in specific applications. In addition, we make presentations at trade events to showcase our technology and familiarize potential customers with the value we believe our technology adds to various applications. We also publish press releases and other announcements relating to our technical capabilities or achievements and include product information and related technical materials on our website.

~~Investing in~~We ~~our~~expect ~~common~~that ~~stock~~the ~~involves~~time abetween the ~~high~~identification ~~degree~~ of ~~risk.~~a ~~Before~~potential ~~making~~customer anand ~~investment~~the ~~decision,~~receipt ~~you~~of ~~should~~a ~~review~~purchase ~~the~~order ~~information~~or ~~contained under~~agreement for the ~~heading~~sale ~~“Risk~~of ~~Factors” in~~ our ~~most~~products ~~recent~~will ~~Annual~~be ~~Report~~relatively long. onIn ~~Form 10-K~~certain asinstances, ~~such~~a ~~risk~~potential ~~factors~~customer may becontact ~~updated~~us ~~in our~~seeking ~~subsequent~~a ~~reports~~generic ~~filed~~sample ~~with~~of ~~the~~our ~~SEC,~~materials ~~which~~for ~~are~~evaluation. ~~incorporated~~In byother ~~reference herein~~instances, a ~~and~~customer as may beapproach ~~amended,~~us ~~supplemented or superseded from time to time by other reports we file~~ with ~~the~~specific ~~SEC,~~performance specifications and ~~other~~inquire ~~information~~about inour ~~this~~ability ~~prospectus~~to ~~for~~provide aproducts ~~discussion~~meeting ofthose ~~the factors you~~specifications, ~~should~~after ~~consider~~which ~~before~~we ~~you~~provide ~~decide~~samples toof ~~invest~~materials inor ~~our~~specific ~~common~~data ~~stock~~for evaluation.

~~For~~Following athe ~~description~~satisfactory completion of ~~these~~development ~~reports~~work and ~~information about~~any ~~where~~related ~~you~~pilot ~~can~~project, ~~find~~an ~~them~~interested customer would then enter into a sales agreement with us, pursuant ~~see~~to ~~“Additional~~which ~~Information”~~we ~~and~~would ~~“Incorporation~~either: of(i) agree ~~Certain~~to ~~Information~~manufacture Byproducts ~~Reference.”~~to the customer’s specifications from time to time as ~~Additional~~requested ~~risks~~by ~~not~~the ~~presently~~customer, ~~known~~including subject to potential minimum quantity requirements; or ~~that~~(ii) agree weto ~~presently~~license ~~consider~~our process to the becustomer ~~immaterial~~for ~~could~~a ~~subsequently~~fee ~~materially~~based on a royalty of sales and ~~adversely~~enter ~~affect~~ into a supply agreement for our ~~financial~~proprietary ~~condition~~inks, ~~results~~utilizing ofa ~~operations~~process owned and qualified by us, ~~business~~formulated into inks either at our own facilities or by third-party formulators and ~~prospects~~shipped directly to customers.

We expect that the sales cycle described above will take approximately 12 to 24 months. During that period, we will be required to incur significant expenses without any assurance that a customer order will be obtained. Accordingly, we face a significant risk that we will incur those expenses without ever making a sale.

Research and Development

Since 2023, our chemistry team has switched its focus from the development of organic semiconductors to the development of a range of specialized photoimageable dielectric polymers. Some of these dielectric materials are intended for use in the display industry as redistribution layers, passivation layers, MicroLED interlayers , and pixel definition layers. In response to requests from potential customers, we have also directed our efforts to the development of customized dielectric materials for use in the field of advanced electronics packaging. Some of the technical challenges facing the development of these dielectrics include tuning interfacial adhesion between a broad range of different interlayers, including polymer-to-polymer, polymer-to-metal, and polymer-to-silicon interfaces. Another important aspect of the development of novel dielectric inks for advanced packaging applications is the need for them to be capable of being deposited using a range of coating and printing techniques, including additive printing methods such as industrial inkjet printing.

Once new dielectric materials have been characterized, our materials development team customizes the formulations and process parameters to allow integration into the fabrication processes at ITRI. This team establishes the BKMs for each material and develops an understanding of the parameters that can influence performance. Customers frequently request detailed materials data packages for our customized dielectric materials which, once approved by them, should enable them to quickly process our polymer inks at their in-house facilities. At any given time, our dielectric inks are under evaluation by a number of potential end users. Initial work is also being done to identify scale-up routes and potential supply chains for our materials in anticipation of customer needs.

~~CAUTIONARY~~Collaboration ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Agreements

~~This~~In ~~prospectus~~October 2021, ~~and~~we ~~the~~entered into ~~documents~~a ~~incorporated by~~joint ~~reference~~development inagreement ~~this~~with ~~prospectus~~RiTdisplay, ~~contain~~a ~~forward~~Taiwan-~~looking~~based ~~statements~~developer ~~that~~of ~~involve~~displays, ~~substantial~~pursuant ~~risks~~to ~~and~~which ~~uncertainties.~~the Intwo ~~some~~parties ~~cases,~~are ~~you~~collaborating ~~can~~on ~~identify~~the ~~forward-looking~~production ~~statements~~of bya ~~terms~~full-color ~~such~~demonstration asAMOLED ~~“may,”~~display. ~~“will,”~~In ~~“should~~2023,” ~~“expect,”~~ we ~~“plan,”~~entered ~~“anticipate,”~~into ~~“could,”~~a ~~“intend,”~~technology ~~“target,”~~transfer ~~“project~~agreement with RiTdisplay,” pursuant ~~“estimate,”~~to ~~“believe,”~~which ~~“estimate,”~~the ~~“predict,”~~parties ~~“potential”~~commenced ora ~~“continue” or~~joint project to develop the ~~negative~~world’s offirst ~~these~~commercially ~~terms~~ready oractive-matrix ~~other~~OLED ~~similar~~display using ~~expressions~~OTFT ~~intended~~technology.  In to2025, ~~identify~~we ~~statements~~entered ~~about~~into ~~the~~a ~~future.~~memorandum ~~These~~of ~~statements~~understanding ~~speak~~with ~~only as~~RiTdisplay offor the ~~date~~extension of ~~this~~our ~~prospectus~~existing technology ~~and~~transfer ~~involve~~agreement ~~known~~which, ~~and~~when ~~unknown risks~~finalized, ~~uncertainties~~will ~~and~~include ~~other~~the ~~important~~integration ~~factors~~of ~~that~~our ~~may~~OTFT ~~cause~~process ~~our~~onto ~~actual~~RiTdisplay’s Gen 2.5 ~~results~~Pilot Line, ~~performance~~which orwill ~~achievements~~enable us to beprovide ~~materially~~product ~~different~~prototyping ~~from~~of ~~any~~the ~~future~~world's ~~results,~~first ~~performance~~commercially orready ~~achievements~~AMOLED ~~expressed~~display orusing ~~implied~~OTFT technology byon ~~the~~a ~~forward-looking~~commercial ~~statements~~Gen 2.5 WeOTFT ~~have~~product ~~based~~manufacturing ~~these~~line ~~forward-looking~~at ~~statements~~RiTdisplay’s ~~largely~~existing onstate-of-the-art ~~our~~facility ~~current~~in ~~expectations~~Hsinchu, ~~and~~Taiwan. ~~projections~~The ~~about~~memorandum ~~future~~of ~~events~~understanding is non-binding, and ~~financial~~there ~~trends~~can ~~that~~be weno ~~believe~~assurance ~~may~~as ~~affect~~to ~~our~~whether ~~business,~~or ~~financial~~when ~~condition~~a ~~and~~definitive ~~results~~agreement ofwill ~~operations.~~be ~~These~~executed ~~forward-looking~~by ~~statements~~the ~~include,~~parties ~~without~~or ~~limitation,~~as ~~statements~~to ~~about~~ the ~~following:~~ultimate terms of any such agreement.

·In 2022, we entered into a joint development agreement with a Taiwan-based company for the ~~implementation~~development of ~~our~~a ~~business~~new ~~model~~generation ~~and~~of ~~strategic~~MiniLED ~~plans~~signage. This collaboration is expected to lead to the development of a roll-to-roll process for ~~our~~the ~~business,~~manufacture ~~technologies~~of ~~and~~large-format ~~products;~~LED displays.

·In ~~the~~2023, ~~rate~~we ~~and~~entered ~~degree~~into ofa joint ~~market~~development ~~acceptance~~agreement ofwith ~~any~~a company in Taiwan for the development of ~~our~~a ~~products~~MicroLED-based ordisplay ~~organic~~using ~~semiconductor~~our ~~technology~~OTFT inbackplane.

·In ~~general~~July 2023, ~~including~~we ~~changes~~entered into ~~due~~a tothree-year ~~the~~technical ~~impact~~services ofagreement ~~(i)~~with ~~new~~ITRI. ~~semiconductor~~Pursuant ~~technologies,~~to ~~including~~this ~~MicroLED~~technical ~~technology~~services agreement, ITRI is developing Gen 2.5 scale (ii370mm x 470mm) ~~the~~commercial ~~performance~~manufacturing processes for a range of ~~organic~~our ~~semiconductor~~OTFT ~~technology,~~materials. ~~whether~~The ~~perceived~~goal orof ~~actual,~~our ~~relative~~agreement with ITRI is to develop ~~competing~~robust ~~semiconductor~~commercial ~~materials,~~scale ~~and~~manufacturing ~~(iii)~~processes ~~the~~that ~~performance~~will ofenable potential customers to develop prototypes on ITRI’s Gen2.5 line using our ~~products,~~OTFT ~~whether~~technology ~~perceived~~before transferring the manufacturing process to their own lines or ~~actual~~to a third-party foundry, ~~compared~~including ITRI. We believe that the successful development of commercial manufacturing processes will help to ~~competing~~accelerate ~~silicon-based~~the adoption of our technology by display manufacturers in Taiwan and other ~~products;~~areas of Asia. We have two employees supporting this work in Taiwan in addition to support from our staff in the UK.

·In ~~the~~February 2024, ~~timing~~we entered ~~and~~into ~~success~~a ofjoint ~~our~~development agreement with Tianma Microelectronics Co., Ltd. ~~and~~to integrate our ~~customers~~organic thin-film transistor technology with Tianma’,s ~~product~~oxide ~~releases;~~transistors to develop OTFT-based microarray biochips.

·Also ~~our~~in ~~ability~~February 2024, we entered into a collaboration agreement with FlexiIC to develop low-cost, rapid turnaround custom circuits using organic transistor technology. Several months later, we signed a multi-year agreement with FlexiIC to develop a new ~~products~~generation ~~and~~of ~~technologies;~~complementary metal oxide semiconductors (“CMOS”) for smart sensors.

·In ~~our~~March 2024, ~~ability~~we entered into a technology collaboration agreement with ITRI to ~~meet~~enable ~~management~~product ~~goals;~~prototyping on ITRI's Gen 2.5 equipment using our technology.

·In ~~our~~September 2024, ~~estimates~~we entered ofinto ~~our~~a ~~expenses,~~joint ~~ongoing~~development ~~losses,~~agreement ~~future~~with ~~revenue~~Chip ~~and~~Foundation ~~capital~~to ~~requirements,~~co-develop ~~including~~a ~~our~~new ~~needs~~generation of MicroLED backlight technology for ~~additional~~Liquid Crystal ~~financing;~~Displays.

·In ~~our~~November 2024, ~~ability~~we entered tointo ~~obtain~~a ~~additional~~collaboration ~~funds~~agreement ~~for~~with ~~our~~AUO ~~operations~~to ~~and~~develop ~~our~~a ~~intended~~new ~~use~~generation of ~~any~~rollable, ~~such~~transparent ~~funds;~~MicroLED displays using our technology.

·In ~~our~~May 2025, ~~ability~~we toentered into ~~remain~~a ~~eligible~~collaboration onagreement anwith ~~over-the-counter~~Manz ~~quotation~~Asia ~~system;~~for advanced computer and artificial intelligence chip packaging, and in July 2025 we entered into a preliminary joint development agreement with Manz Asia in furtherance of that collaboration.

·In ~~our~~December 2025, ~~receipt~~we entered ~~and~~into ~~timing~~a proof-of-concept ~~any~~agreement ~~royalties,~~with ~~milestone~~a ~~payments~~leading orglobal ~~payments~~consumer ~~for~~electronics ~~products,~~company ~~under~~for ~~any~~the ~~current~~development orof ~~future~~MicroLED ~~collaboration, license or other agreements or arrangements;~~wearables.

· our ability to obtain and maintain intellectual property protection for our technologies and products and our ability to operate our business without infringing the intellectual property rights of others;

· the strength and marketability of our intellectual property portfolio;

· our dependence on current and future collaborators for developing, manufacturing or otherwise bringing our products to market;

· the ability of our third-party supply and manufacturing partners to meet our current and future business needs;

· our exposure to risks related to international operations;

· our dependence on third-party fabrication facilities;

· the impact of the COVID-19 pandemic and any future communicable disease outbreak on our business and operations;

· our relationships with our executive officers, directors, and significant stockholders;

· our expectations regarding our classification as a “smaller reporting company,” as defined under Exchange Act,” and an “emerging growth company” under the JOBS Act in future periods;

· our future financial performance;

· the competitive landscape of our industry; and

· the impact of government regulation and developments relating to us, our competitors, or our industry.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein and in the documents incorporated by reference herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus and in the documents incorporated by reference in this prospectus are based on information available to us on the date of this prospectus or the date of the applicable document incorporated by reference. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

~~SHARES~~Manufacturing ~~OFFERED~~and ~~HEREBY~~Supply

~~Shares~~We ~~Offered~~obtain ~~Hereby~~strategic intermediates and final products from multiple sources who produce our active semiconductor materials to our specifications. Our TRUFLEX® materials fall into two main categories, “active” organic materials and “passive” interlayer materials. Our active materials generally require high levels of process and product control, and therefore these are synthesized from start to end by us or a third party that has met certain certification requirements and then formulated by us into organic semiconductor inks. We validate active components internally before use. Our passive interlayer inks use a range of commercially available intermediates, formulated to our specifications to meet differing end-use performance parameters depending on the intended use. Our active and passive inks are proprietary to us.

We synthesize the active materials either internally or using third-party suppliers that meet specific certification requirements. The raw materials used to produce the formulated passive interlayers are ~~registering~~purchased anfrom ~~aggregate~~multiple ofsuppliers ~~6,402,818~~and ~~shares~~tested and validated internally before use. The active and passive ofinterlayer inks are presently manufactured internally in our ~~common~~formulation ~~stock~~facility ~~for~~located ~~sale~~in orManchester, ~~other~~U.K. ~~disposition~~We are also evaluating a base layer material manufactured on a larger scale by ~~the~~a ~~Selling~~third-party ~~Stockholders~~contractor. ~~The~~Initial ~~shares~~results ~~covered~~have ~~hereby~~been ~~consist~~promising, ~~of:~~and we are continuing our testing and evaluation.

~~(i)~~We ~~169~~use our U.K.-based formulation activity to enable customers to validate our materials on their Gen 1–Gen 2.5 pilot lines. Our TRUFLEX® inks typically comprise from 1.2% up to 25% by weight of solids,~~784~~ ~~shares~~with the remainder being made up of ~~our~~electronic ~~common~~grade ~~stock~~solvents. ~~issued~~For incommercial ~~our~~supply ~~private~~quantities, to ~~placement~~avoid ~~offering~~the ~~that~~shipping ~~closed~~costs onassociated ~~December~~with 20large quantities of locally available solvents, ~~2024~~we (expect to supply fully formulated ink to customers from a formulation facility located close to the ~~“PIPE”);~~customer’s manufacturing facility. We may also outsource the ink manufacture to an accredited third-party local formulator, subject to our final quality control testing of the formulated inks.

~~(ii)~~We ~~930,215~~have ~~shares~~not ofexperienced ~~our~~any supply ~~common~~shortages ~~stock~~with ~~issuable~~respect ~~upon~~to the ~~exercise~~materials ofused ~~pre-funded~~to ~~warrants~~formulate ~~(the~~our ~~“Pre-Funded~~proprietary ~~Warrants”) issued in the PIPE;~~inks.

(iii) 2,549,996 shares of our common stock issuable upon the exercise of Class D Common warrants (the “Class D Warrants”) issued in (x) the PIPE and (y) the registered direct offering and concurrent private placement that closed on December 20, 2024 (the “RD Offering” and together with the PIPE, the “Offerings”), including shares of our common stock issuable upon the exercise of pre-funded warrants into which the Class D Warrants are exercisable in certain circumstances;Competition

~~(iv)~~We ~~127,499~~believe ~~shares~~that ofcompetition in our ~~common~~targeted ~~stock~~markets ~~issuable~~is ~~upon~~based ~~the~~on ~~exercise~~a variety of ~~warrants~~factors, ~~(the~~including ~~“Placement~~capability, ~~Agent~~functionality, ~~Warrants”)~~performance, ~~issued~~reliability, ease of use, and ability to ~~Craig-Hallum~~supply ~~Capital~~in ~~Group~~sufficient ~~LLC~~quantities. We believe we can, ~~our~~or ~~placement~~will ~~agent~~be inable ~~connection~~to, ~~with~~compete effectively on the ~~Offerings;~~basis of these factors.

~~(v)~~a-Si ~~1,875,324~~technology ~~shares~~is ofan ~~our~~inorganic process ~~common~~widely ~~stock~~used ~~issuable~~in ~~upon~~ the ~~conversion~~manufacture of ~~our~~backplanes ~~Series~~for ~~A-1~~LCDs. ~~Convertible~~More ~~Preferred~~recent ~~Stock,~~developments ~~Stated~~in ~~Value~~inorganic ~~$10,000~~semiconductors ~~per~~include ~~share~~the (use of the metal oxide indium gallium zinc oxide (“~~Series~~IGZO”) Afor backplanes for large-1area ~~Preferred~~OLED ~~Stock~~TVs and low temperature polycrystalline silicon (“LTPS”), ~~that~~for ~~became~~high-resolution ~~issuable~~cell asphones. aAll ~~result~~ of ~~the~~these ~~reduction~~inorganic ofprocesses ~~the~~are ~~conversion~~operated ~~price~~at ofhigh ~~the~~temperatures ~~Series~~and Atherefore require high-1cost ~~Preferred~~substrates, ~~Stock~~particularly towhere ~~$4.34~~processing inon ~~connection~~plastic ~~with~~is ~~our~~required. ~~2024~~We ~~restructuring~~believe ~~transactions~~that (the ~~“2024~~integration ~~Restructuring”),~~of ~~including~~TFTs ~~shares~~with oftemperature-sensitive devices ~~our~~will ~~common~~be ~~stock~~made ~~issuable~~easier ~~upon~~with ~~the~~our ~~exercise~~OTFT ofinks ~~Class~~due Cto ~~Warrants~~their ~~into~~lower ~~which~~temperature ~~shares~~requirements. ofIn ~~the~~addition, ~~Series~~we Abelieve that all inorganic TFT-1based ~~Preferred~~active-matrix ~~Stock~~technologies ~~are~~face ~~convertible~~challenges in ~~certain~~bending ~~circumstances;~~compared with organic TFTs, resulting in greater manufacturing complexity and higher costs.

~~(vi)~~A ~~750,000~~number ~~shares~~of competitors have engaged in the development of ~~our~~organic ~~common~~inks. ~~stock~~However, ~~issuable~~these ~~upon~~competitors ~~the~~either ~~exercise~~opt ofto ~~Class~~use Cpolymeric ~~Warrants~~semiconductors (~~the~~BASF ~~“Release~~SE, ~~Warrants”~~Merck KGaA and Sumitomo Chemical Co., Ltd.) ~~issued~~that toprocess ~~The~~well ~~Hewlett~~but ~~Fund~~have LPlower mobility than the polycrystalline organic materials in ~~connection~~our ~~with~~TRUFLEX® materials, ~~the~~or ~~release~~polycrystalline ofsemiconductors ~~certain~~that ~~claims~~have byhigh ~~The~~mobility ~~Hewlett~~but ~~Fund~~relatively LPpoor inuniformity ~~connection~~when processed. We believe our proprietary technology, which combines a polycrystalline molecule with ~~the~~a ~~2024~~matched ~~Restructuring~~semiconducting polymer, provides higher mobility, particularly at short channel lengths, and better processability than these technologies.

~~For~~Many ~~additional~~of ~~information~~our onpotential ~~the~~competitors could ~~transactions~~have substantial competitive advantages, such as greater name recognition, longer operating histories, broader and deeper product ~~referenced~~portfolios, ~~above~~larger customer bases, ~~please~~and ~~see~~substantially ~~“Additional~~greater ~~Information”~~financial and ~~“Incorporation~~other resources, as well as larger-scale manufacturing operations. However, we believe our products have the potential to compete with many of ~~Certain~~our ~~Information~~competitors’ byofferings ~~Reference~~through product performance, product reliability, and satisfaction of customer qualifications and standards.”

Registration Rights Agreement

In connection with the transactions referenced above, on December 18, 2024, we entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which we agreed to file one or more registration statements on Form S-1 covering the resale or other disposition of the shares of common stock covered hereby (collectively, the “Registrable Securities”). Pursuant to the Registration Rights Agreement, we agreed, among other things, to: (i) file the registration statement of which this prospectus forms a part no later than the earlier of (A) April 25, 2025 and (B) the 10th day after the filing of our Annual Report on Form 10-K for the year ended December 31, 2024; (ii) use our best efforts to cause any registration statement to be declared effective by the SEC as promptly as possible (the date on which the initial registration statement is declared effective by the SEC, the “Effective Date”); and (iii) use our best efforts to keep any such registration statement continuously effective until the date that all of the Registrable Securities covered by such registration statement (X) have been sold thereunder or pursuant to Rule 144, or (Y) may be sold without volume or manner-of-sale restrictions under Rule 144 and without the requirement that the Company be in compliance with the current public information requirement under Rule 144, subject to certain black-out rights. In the event that we fail to timely file a registration statement or comply with certain covenants in the Registration Rights Agreement, we will become subject to liquidated damages calculated as provided in the Registration Rights Agreement.

We have filed the registration statement of which this prospectus forms a part pursuant to the Registration Rights Agreement.

~~USE~~Government ~~OF PROCEEDS~~Regulation

~~All~~In ofaddition ~~the~~to ~~shares~~customer-specific requirements offor ~~common~~safety, ~~stock~~health ~~offered~~and by the ~~Selling~~ ~~Stockholders~~environment, ~~pursuant~~our toformulated ~~this~~materials ~~prospectus~~may ~~will~~also be ~~sold~~subject orto ~~disposed~~government ofregulation byduring their use in the ~~Selling~~country ~~Stockholders~~of ~~for~~device ~~their~~manufacture ~~respective~~and ~~accounts~~under regulations covering the materials in the finished device. Such regulations may address Wethe ~~will~~toxicity ~~not~~of ~~receive~~materials ~~any~~(including ~~proceeds~~potential ~~from~~carcinogenicity, ~~the~~mutagenicity, ~~sale~~and orteratogenicity) ~~other~~and ~~disposition~~restrictions ofimposed by the ~~shares~~environmental protection ofagencies ~~common~~in ~~stock~~the ~~covered~~countries ~~hereby~~of manufacture.

All new chemicals we obtain are evaluated at the time of order and a Control of Substances Hazardous to Health (“COSHH”) assessment is performed prior to commencement of any practical work with these materials. The COSHH assessment considers chemical hazards associated with the material, its physical properties, the scale of the planned work and the nature of that work e.g., temperature and containment. This process provides the first opportunity to screen out any materials that may be prohibited by the ultimate customer. Any use of material in Health and Safety Executive COSHH hazard category E, all but gram scale uses of non-volatile material in hazard category D and use of material in hazard category C in quantities of more than 1kg would trigger a management review. While it is possible that management authorization may be given to conduct research using materials in categories D & E, their use in a potentially formulated product would be discouraged and an alternative sought at an early stage. Materials are also screened against lists of banned and restricted materials provided by display manufacturers. Any material present on the display manufacturers banned list would not be used in formulated product. 

We work with a third-party service provider to create safety data sheets for our formulated products that are shipped to customers and other end users. Our formulated products contain no materials that are restricted in the U.K. and no permissions or exemptions are required. 

Our OGI material is fluorinated and spun from a fluorosolvent listed under regulation (EC) No 428/2009 of May 5, 2009 under section 1C006d. Export of formulations may require a Standard individual export license to be applied for, and end use declaration made by the customer. These can be obtained through the U.K.’s SPIRE system. 

To the extent our products are or become subject to U.K. export controls and regulations, these regulations may limit the export of our products and technology, and provision of our services outside of the U.K., or may require export authorizations, including by license, a license exception, or other appropriate government authorizations and conditions, including annual or semi-annual reporting. Export control and economic sanctions laws may also include prohibitions on the sale or supply of certain of our products to embargoed or sanctioned countries, regions, governments, persons, and entities. In addition, various countries regulate the importation of certain products through import permitting and licensing requirements and have enacted laws that could limit our ability to distribute our products. The exportation, re-exportation, and importation of our products and technology and the provision of services, including by our partners, must comply with these laws or else we may be adversely affected, through reputational harm, government investigations, penalties, and a denial or curtailment of our ability to export our products and technology. Complying with export control and sanctions laws may be time-consuming and may result in the delay or loss of sales opportunities. Although we take precautions to prevent our products and technology from being provided in violation of such laws, our products and technology may have previously been, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take. If we are found to be in violation of U.K. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. Export or import laws or sanctions policies are subject to rapid change and have been the subject of recent U.K. and non-U.K. government actions. Changes in export or import laws or sanctions policies may adversely impact our operations, delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products and technology to certain countries, regions, governments, persons, or entities altogether, which could adversely affect our business, financial condition and results of operations.

Recent Developments

Series A Preferred Stock Offering

On March 30, 2026, we entered into a Securities Purchase Agreement (the "Preferred Stock Purchase Agreement") with certain institutional investors, including certain Buyers (as defined below) pursuant to which we sold to such investors in a private placement, at an initial closing, (i) 11,411.5 shares of the Company's newly designated Series A Preferred Stock, with a stated value of $1,000 per share, convertible into shares of the Company's common stock, at an initial conversion price of $0.5812 per share, subject to adjustment as set forth in the certificate of designations, and (ii) warrants to purchase up to 24,542,982 shares of common stock.

~~SELLING~~The closing ~~STOCKHOLDERS~~took place on March 31, 2026. The gross proceeds were $9,129,200, prior to the deduction of any fees and expenses. The gross proceeds include the exchange of Notes (as defined below) with an aggregate outstanding principal amount of $3,750,000 which were valued at a premium of 120% or an aggregate of $4,500,000 in accordance with the terms of the Notes. We expect to use the net proceeds for working capital and general corporate purposes.

~~This~~Senior ~~prospectus covers the sale or other disposition~~Secured byNotes the Selling Stockholders of up to 6,402,818 shares of our common stock. The common stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon the exercise or conversion of other securities. For additional information regarding the issuances of those shares of common stock and other securities, see “The Offerings.” We are registering the shares of common stock in order to permit the Selling Stockholders to resell or otherwise dispose of the shares from time to time. The Selling Stockholders or any persons (entities or natural persons) who have control over the Selling Stockholders, except as disclosed below, have not held any position or office, or has otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our common stock or other securities.Financing

~~The table below lists the Selling Stockholders~~On ~~and~~March 18, other information regarding the beneficial ownership of our shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder2026, ~~based~~we onentered ~~its ownership of our shares of common stock and securities exercisable or convertible~~ into ~~shares~~a ofSecurities ~~common~~Purchase ~~stock,~~Agreement as(the of “March ~~21,~~Note ~~2025,~~Purchase ~~assuming~~Agreement”) ~~exercise~~with orcertain ~~conversion~~accredited ofinvestors ~~any securities exercisable for or convertible into shares of common stock held by~~ (the ~~Selling Stockholders on that date~~“Buyers”), ~~without~~ ~~regard~~pursuant to ~~any~~which ~~limitations on exercises or conversions. The third column lists~~ the ~~shares~~Company ofagreed ~~common~~to ~~stock~~issue ~~being~~and ~~offered~~sell byto ~~this prospectus by~~ the ~~Selling~~Buyers ~~Stockholders.~~senior ~~The~~secured ~~fourth column lists the shares of common stock beneficially owned by the Selling Stockholders~~promissory ~~assuming~~notes (the ~~sale~~"Notes") ofin ~~all of~~ the ~~shares~~aggregate oforiginal ~~common~~principal ~~stock~~amount ~~covered by this prospectus. The fifth column represents the percentage~~ of ~~our~~$3,750,000 ~~issued and~~for ~~outstanding~~an ~~shares~~aggregate ofpurchase ~~common~~price ~~stock to be beneficially owned by the Selling Stockholders assuming the sale~~ of ~~all of the shares of~~$2,625,000, ~~common~~reflecting ~~stock~~an ~~covered~~original byissue ~~this~~discount ~~prospectus based on the number~~ of ~~shares~~approximately ~~of common stock issued and outstanding as of March 21, 2025~~30%.

InThe Notes ~~accordance~~do ~~with~~not ~~the~~bear ~~terms~~interest ofunless ~~the~~an ~~Registration Rights~~Event ~~Agreement,~~of ~~this~~Default ~~prospectus~~(as ~~generally~~defined ~~covers~~therein) ~~the~~has ~~resale~~occurred, orin ~~other~~which ~~disposition~~case ofinterest ~~the~~accrues ~~sum~~at ofa ~~(i) the~~rate ~~number~~ of ~~shares~~14% per ofannum. ~~common stock~~The ~~issued~~Notes tomature on the ~~Selling~~six-month ~~Stockholders~~anniversary inof the ~~transactions~~original ~~described~~issuance ~~above~~date, ~~and~~subject ~~(ii) the~~to ~~maximum~~extension ~~number~~at ofthe ~~shares~~option of ~~common~~each ~~stock~~Buyer ~~issuable~~in ~~upon~~the ~~exercise~~event orthat ~~conversion~~an Event of ~~related~~Default ~~securities,~~has ~~determined~~occurred. asIn addition, if ~~the~~we ~~outstanding securities were exercised~~ or ~~converted~~any ~~in full as~~ of ~~the~~our ~~trading~~subsidiaries ~~day~~consummates ~~immediately~~a ~~preceding~~subsequent ~~the~~placement ~~date~~of securities, ~~this~~each ~~registration~~Buyer ~~statement~~may ~~was~~elect ~~initially~~to ~~filed~~exchange ~~with~~all ~~the~~or ~~SEC,~~any ~~each~~portion as of the ~~trading~~ ~~day~~then ~~immediately~~outstanding ~~preceding~~principal ~~the~~amount ~~applicable date~~ of ~~determination~~its ~~and~~Note ~~all~~into ~~subject~~the tosecurities being ~~adjustment~~issued ~~as provided~~ in ~~the~~such ~~Registration~~subsequent ~~Rights Agreement~~placement, ~~without~~with ~~regard~~the toaggregate ~~any~~amount ~~limitations~~of onsuch ~~the~~securities ~~exercise~~valued orat ~~conversion~~120% of ~~such~~the ~~securities~~exchanged principal amount.

~~Under~~In connection with the ~~terms~~March Note ofPurchase ~~certain~~Agreement, ~~securities~~we ~~held~~entered byinto ~~the Selling Stockholders,~~ a ~~Selling~~Security ~~Stockholder~~and ~~may~~Pledge ~~not~~Agreement ~~exercise~~(the or"Security ~~convert~~Agreement," and ~~such~~together ~~securities~~with to the ~~extent~~March Note ~~such~~Purchase ~~exercise~~Agreement, orthe ~~conversion would cause such Selling Stockholder~~Notes, ~~together~~and ~~with~~the ~~its~~Guaranties ~~affiliates~~(as ~~and~~defined ~~attribution parties~~below), tothe ~~beneficially~~"Transaction ~~own~~Documents") in afavor ~~number~~ of ~~shares~~the ofcollateral ~~common stock~~agent ~~which~~(the ~~would~~"Collateral ~~exceed~~Agent") ~~4.99%~~for orthe ~~9.99%,~~benefit ~~as applicable,~~ of ~~our~~the ~~then~~Buyers. ~~outstanding~~Pursuant ~~common~~to ~~stock~~the ~~following~~Security ~~such exercise or conversion~~Agreement, ~~excluding~~ ~~for~~the ~~purposes~~Grantors ofgranted ~~such~~to ~~determination~~the ~~shares~~Collateral ofAgent ~~common~~a ~~stock~~first ~~issuable~~priority ~~upon~~perfected ~~exercise~~security orinterest ~~conversion~~in all of ~~such~~our ~~securities~~existing ~~which~~and ~~have~~future ~~not~~assets ~~been~~and ~~exercised~~our ordirect ~~converted. The number of shares in the second~~ and ~~fourth~~indirect ~~columns~~subsidiaries, doincluding ~~not~~a ~~reflect~~pledge ~~this~~of ~~limitation,~~all ~~but~~of the ~~percentages~~capital ~~set forth~~stock inof ~~the~~each ~~fifth column give effect to such limitations. The Selling Stockholders may sell all~~subsidiary, ~~some~~as orsecurity ~~none~~for ofour ~~their shares in this~~obligations ~~offering.~~under ~~See~~the ~~“Plan~~Transaction ~~of Distribution~~Documents.”

In connection with the Security Agreement, we also entered into an Intellectual Property Security Agreement (the "IP Security Agreement"), pursuant to which the Grantors granted to the Collateral Agent a continuing security interest in certain of their intellectual property, as additional collateral security for the obligations under the Transaction Documents. In addition, each of our subsidiaries executed and delivered guaranties in favor of the Collateral Agent, for the benefit of the Buyers, pursuant to which each such subsidiary unconditionally and irrevocably guaranteed the payment and performance of all of our obligations under the March Note Purchase Agreement, the Notes, and the other Transaction Documents.

Settlement Agreement with Noteholder

On March 18, 2026, we entered into a Settlement Agreement and Release (the "Settlement Agreement") with certain holders (the "Noteholders") of a senior secured notes that we issued on October 31, 2025 (the "Notes") to resolve certain claims alleged by the Noteholders against us arising under the Notes, all of which we denied. Pursuant to the Settlement Agreement, we agreed to (i) pay the Noteholders a cash settlement payment of $300,000, (ii) repay the outstanding balance of the Notes in full, and (iii) assign, transfer, and convey to the Noteholders all of our right, title, and interest in and to certain patents and patent applications (the "Assigned Patents"). Under the terms of the Settlement Agreement, we also agreed to continue the employment of a designated employee for six months following the effective date of the Settlement Agreement to serve as a liaison and provide the Noteholders with information, assistance, and support related to the Assigned Patents. In exchange, the Noteholders agreed to terminate their liens on our assets and release us and our affiliates, officers, directors, employees, and representatives from any and all claims arising under the Notes and the related securities purchase agreement. Pursuant to the Settlement Agreement, we also granted a release in favor of the Noteholders, releasing it from any and all claims we may have had.

Name of Selling Stockholder	Shares Owned prior to Offering			Shares Offered by this Prospectus		Shares Owned after Offering		Percentage of Shares Beneficially Owned after Offering (%) (1)
AIGH Investment Partners, LLC (2)		458,841	(3)		249,396		209,445		9.99
AIGH Investment Partners, LP (2)		3,133,090	(4)		1,972,889		1,160,201		9.99
WVP Emerging Manager Onshore Fund, LLC - AIGH Series (2)		1,052,794	(5)		679,215		373,579		9.99
The Hewlett Fund LP (6)		2,163,063	(7)		1,183,332		979,731		9.3
Lytton-Kambara Foundation (8)		811,668	(9)		499,999		311,669		3.2
Michael M. Kellen Descendants 2012 GST Trust (10)		333,332	(11)		166,666		166,666		1.7
Globis Capital Partners, L.P. (12)		307,153	(13)		166,666		140,487		1.4
Invicta Capital Management, LLC (14)		166,666	(15)		83,333		83,333		*
MYDA Advantage, LP (16)		666,666	(17)		333,333		333,333		3.4
Five Narrow Lane, LP (18)		742,339	(19)		429,449		312,890		3.1
Craig-Hallum Capital Group LLC (20)		127,499	(21)		127,499		-		-
Cavalry Fund I LP (22)		344,701	(23)		218,986		125,715		1.3
WVP Emerging Manager Onshore Fund LLC - Structured Small Cap Lending Series (24)		59,599	(25)		38,029		21,570		*
Walleye Opportunities Master Fund Ltd (26)		441,885	(27)		218,986		222,899		2.2
Jonathan Schechter		38,566	(28)		6,570		31,996		*
Joseph Reda		38,566	(29)		6,570		31,996		*
Jeffrey Berman		20,057	(30)		6,570		13,487		*
Michael Silverman		44,629	(31)		6,570		38,059		*
Dawson James Securities, Inc. (32)		19,650	(33)		4,380		15,270		*
Linda Mackay		4,877	(34)		2,190		2,687		*
Barbara J. Glenns		8,789	(35)		2,190		6,599		*

Waiver and Termination Agreement

*In connection ~~Represents~~with ~~less~~the ~~than~~Settlement 1%Agreements, entered into Waiver and Termination Agreements with the Holders (the "Waiver and Termination Agreements") with respect to the Prior Purchase Agreement. Pursuant to the Waiver and Termination Agreements, the Holders agreed to (i) waive compliance with the Lower Priced Issuance provision set forth in Section 4.12(c) of the Prior Purchase Agreement with respect to the sale of securities pursuant to the Prior Purchase Agreement, (ii) amend Section 4.12(c) of the Prior Purchase Agreement to reset the price threshold thereunder to $0.10 per share, and (iii) subject to our payment of the settlement payment and completion of the patent assignment contemplated by the Settlement Agreements, terminate the prohibition on our ability to engage in any Variable Rate Transaction set forth in Section 4.12(b) of the Prior Purchase Agreement.

~~(1)~~Debt ~~Percentage is based on 3,620,217 shares of common stock outstanding as of March 21, 2025.~~Conversion

~~(2)~~On February 5, ~~Mr.~~2026, ~~Orin~~we ~~Hirschman~~entered isinto a debt conversion agreement (the ~~managing~~"Debt ~~member~~Conversion ofAgreement") ~~AIGH~~with ~~Capital~~SmartKem ~~Management~~Limited, our ~~LLC,~~wholly aowned ~~Maryland~~subsidiary, ~~limited~~and ~~liability~~a ~~company~~creditor (~~“AIGH~~the ~~CM”~~"Creditor"), ~~which~~pursuant isto anwhich ~~advisor~~we orissued ~~sub-advisor with respect~~ to the ~~securities~~Creditor ~~held by AIGH Investment Partners~~(i) 385,130 LPshares of ~~(“AIGH~~Common ~~LP”)~~Stock, ~~WVP~~at ~~Emerging~~an ~~Manager~~ascribed ~~Onshore~~price ~~Fund,~~of ~~LLC~~$2.75 —per ~~AIGH~~share ~~Series,~~ and ~~WVP~~(ii) pre-funded ~~Emerging~~warrants ~~Manager~~to ~~Onshore~~purchase ~~Fund~~348,260 ~~LLC~~shares —of ~~Optimized~~Common ~~Equity Series~~Stock, in ~~and~~satisfaction ~~president~~ of ~~AIGH~~approximately ~~Investment Partners~~$2,016,821 ~~LLC~~owed ~~(“AIGH~~to ~~LLC”). Mr. Hirschman has voting and investment control over~~ the ~~securities~~Creditor ~~indirectly held~~ by ~~AIGH~~SmartKem ~~CM and directly by AIGH LP and AIGH LLC~~Limited.

(3) Includes (i) 66,667 shares of common stock issuable upon exercise of Pre-Funded Warrants, (ii) 66,667 shares of common stock issuable upon exercise of Class D Warrants, (iii) 122,120 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, (iii) 3,500 shares of common stock and (iv) 199,887 shares of common stock issuable upon exercise of other warrants.January 2026 Offering

~~(4)~~On January 30, ~~Includes~~2026, ~~(i)~~we ~~615~~entered into a securities purchase agreement with an institutional investor,~~263~~ pursuant to which we sold such investor 677,129 shares of ~~common~~Common ~~stock~~Stock ~~issuable~~at ~~upon~~a ~~exercise~~purchase price of ~~Pre-Funded~~$0.50 ~~Warrants~~per share, ~~(ii)~~and ~~615~~683,~~263~~871 pre-funded warrants to purchase 683,871 shares of Common Stock at a purchase price of ~~common~~$0.4999 ~~stock~~per ~~issuable~~pre-funded ~~upon~~warrant and an exercise price of ~~Class~~$0.0001 Dper ~~Warrants,~~share (~~iii~~the "January 2026 Offering"). ~~781~~The January 2026 Offering closed on January 31,~~106~~ 2026. The shares of ~~common~~Common ~~stock~~Stock ~~issuable~~and ~~upon~~pre-funded ~~conversion~~warrants ofwere offered ~~Series~~pursuant ~~A-1~~to ~~Preferred~~our ~~Stock,~~shelf registration statement on Form S-3 (~~iii)~~File 95No. 333-281608),~~980~~ ~~shares~~which ofwas ~~common~~declared ~~stock~~effective by the Securities and ~~(iv)~~Exchange 1Commission on August 22,~~025~~ 2024,~~478~~ ~~shares~~and ofa ~~common~~related ~~stock~~base ~~issuable~~prospectus ~~upon~~and ~~exercise~~prospectus supplement thereunder. We received aggregate gross proceeds from the January 2026 Offering of approximately $680,500, before deducting placement agent fees and other offering ~~warrants~~expenses.

Corporate Information

We were incorporated as Parasol Investments Corporation in the State of Delaware on May 13, 2020. SmartKem Limited was incorporated under the laws of England and Wales on July 21, 2008. On February 23, 2021, we completed an exchange with SmartKem Limited and the former shareholders of SmartKem Limited (the “Exchange”) pursuant to which substantially all of the equity interests in SmartKem Limited were exchanged for shares of our common stock, and SmartKem Limited became our wholly owned subsidiary. Immediately following the Exchange, the business of SmartKem Limited became our business and we changed our name to “SmartKem, Inc.” Prior to the Exchange, Parasol Investments Corporation was a “shell” company registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose until it began operating the business of SmartKem Limited following the closing of the Exchange.

Our principal executive offices are located at Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley Manchester, M9 8GQ U.K. Our telephone number is 011-44-161-721-1514. Our website address is www.smartkem.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus.

All trademarks, service marks and trade names appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.

~~(5)~~THE Includes (i) 169,784 shares of common stock issued in the PIPE, (ii) 48,286 shares of common stock issuable upon exercise of Pre-Funded Warrants, (iii) 218,070 shares of common stock issuable upon exercise of Class D Warrants, (iv) 255,761 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, (v) 34,020 shares of common stock and (vi) 326,873 shares of common stock issuable upon exercise of other warrants.OFFERING

(6) Mr. Martin Chopp is the general partner of The Hewlett Fund LP and has voting and investment control over the securities held by The Hewlett Fund LP.

Securities offered by the Selling Stockholder		Up to 146,776,707 shares of common stock that we may issue and sell to Keystone from time to time, in our sole discretion, under the Purchase Agreement.

Terms of the offering		Keystone will determine when and how it will dispose of any shares of common stock registered under this prospectus for resale.

Common stock outstanding prior to this offering		21,202,911 shares.

Common stock to be outstanding after this offering		167,979,618 shares.

(7) Includes (i) 116,666 shares of common stock issuable upon exercise of Pre-Funded Warrants, (ii) 316,666 shares of common stock issuable upon exercise of Class D Warrants, (iii) 750,000 Shares of common stock issuable upon exercise of the Release Warrants, (iv) 130,443 shares of common stock and (v) 649,288 shares of common stock issuable upon exercise of other warrants.

Use of proceeds		We will not receive any proceeds from the resale of shares of our common stock offered by this prospectus by the Selling Stockholder. However, we may receive up to $500 million in aggregate gross proceeds under the Purchase Agreement from sales of common stock that we may elect to make to Keystone pursuant to the Purchase Agreement, if any, from time to time in our discretion.

		We intend to use the net proceeds from sales, if any, under the Purchase Agreement, for general corporate purposes, including working capital and other general and administrative purposes. See “Use of Proceeds.”

Risk factors		See “Risk Factors” beginning on page 12 of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should read and consider carefully before investing in our securities.

Nasdaq Capital Markets symbol		Our common stock is listed on The Nasdaq Capital Markets under the symbol “SMTK”.

~~(8)~~The ~~Mr.~~number ~~Laurence~~of ~~Lytton~~shares isof ~~the~~our common ~~President~~stock ofto ~~Lytton-Kambara~~be ~~Foundation~~outstanding ~~and~~after ~~has~~this ~~voting~~offering ~~and~~as ~~investment~~shown ~~control~~above ~~over~~is ~~the~~based ~~securities~~on ~~held~~21,202,911 byshares outstanding ~~Lytton-Kambara~~as ~~Foundation.~~of April 13, 2026 and excludes as of that date:

(9) Includes (i) 83,333 shares of common stock issuable upon exercise of Pre-Funded Warrants, (ii) 416,666 shares of common stock issuable upon exercise of Class D Warrants and (iii) 311,669 shares of common stock.

·	78,112,805 shares of common stock issuable upon conversion of outstanding Series A Preferred Stock;

·	1,638,033 shares of common stock issuable upon the exercise of outstanding options, having a weighted average exercise price of $5.92 per share;

~~(10)~~· ~~Ms.~~273,592 ~~Denise~~shares ~~Kellen is the trustee~~ of ~~Michael~~common M.stock ~~Kellen~~available ~~Descendants~~for ~~2012~~future ~~GST~~issuance ~~Trust~~under ~~and~~our ~~has~~2021 ~~voting~~Equity ~~and~~Incentive ~~investment~~Plan; ~~control over the securities held by Michael M. Kellen Descendants 2012 GST Trust.~~and

~~(11)~~· ~~Includes (i) 166~~28,~~666~~197,761 shares of common stock issuable upon the exercise of ~~Class~~outstanding Dwarrants, ~~Warrants~~having ~~and~~a ~~(ii)~~weighted ~~166,666~~average ~~shares~~exercise price of ~~common~~$1.24 ~~stock~~per share.

(12) Mr. Paul Packer is the Managing Member of Globis Capital Partners, L.P. and has voting and investment control over the securities held by Globis Capital Partners, L.P.

(13) Includes (i) 166,666 shares of common stock issuable upon exercise of Class D Warrants and (ii) 140,487 shares of common stock.

(14) Mr. Gregory A. Weaver is the President of Invicta Capital Management, LLC and has voting and investment control over the securities held by Invicta Capital Management, LLC.

(15) Includes (i) 83,333 shares of common stock issuable upon exercise of Class D Warrants and (ii) 83,333 shares of common stock.

(16) Mr. Jason Lieber is the managing member of MYDA Advisors LLC. MYDA Advisors LLC has voting and investment control over the securities held by MYDA Advantage, LP.

(17) Includes (i) 333,333 shares of common stock issuable upon exercise of Class D Warrants and (ii) 333,333 shares of common stock.

(18) Mr. Arie Rabinowitz is a managing member of Five Narrow Lane L.P. and has voting and investment control over the securities held by Five Narrow Lane L.P.

(19) Includes (i) 166,666 shares of common stock issuable upon exercise of Class D Warrants, (ii) 276,498 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, (iii) 162,032 shares of common stock and (iv) 137,143 shares of common stock issuable upon exercise of other warrants.

(20) Steve Dyer is the Chief Executive Officer of Craig-Hallum Capital Group LLC and has voting and investment control over the securities held by Craig-Hallum Capital Group LLC. Craig-Hallum Capital Group LLC served as our placement agent in connection with the Offerings.

(21) Includes 127,499 shares of common stock issuable upon exercise of the Placement Agent Warrants.

~~(22)~~RISK Cavalry Fund I GP LLC, the General Partner of Cavalry Fund I, LP, has discretionary authority to vote and dispose of the shares held by Cavalry Fund I, LP and may be deemed to be the beneficial owner of these shares. Thomas Walsh, in his capacity as CEO of Cavalry Fund I GP LLC, may also be deemed to have investment discretion and voting power over the shares held by Cavalry Fund I, LP. Cavalry Fund I GP LLC and Mr. Walsh each disclaim any beneficial ownership of these shares. The address of this Selling Stockholder is 82 E. Allendale Road, Suite 5B, Saddle River, NJ 07458.FACTORS

~~(23)~~An ~~Includes~~investment ~~(i)~~in ~~230,415~~our ~~shares~~securities involves a high degree of ~~common~~risk. ~~stock~~Prior ~~issuable~~to ~~upon~~making ~~conversion~~a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this prospectus, together with all of ~~Series~~the Aother information contained or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-1K ~~Preferred~~for ~~Stock~~the fiscal year ended December 31, 2025, filed with the SEC on April 8, 2026, and ~~(ii)~~any ~~114~~updates described in our Quarterly Reports on Form 10-Q,~~286~~ ~~shares~~all of ~~common~~which ~~stock~~are ~~issuable~~incorporated ~~upon~~herein by ~~exercise~~reference, ofand may be amended, supplemented or superseded from time to time by other ~~warrants~~reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

~~(24)~~Risks ~~WVP~~Related ~~Management, LLC, the Managing Member of WVP Emerging Manager Onshore Fund LLC - Structured Small Cap Lending Series (“WVP”), has discretionary authority~~ to vote and dispose of the shares held by WVP and may be deemed to be the beneficial owner of these shares. Cavalry Fund I Management LLC and Worth Venture Partners, LLC, in their capacity as advisors to WVP, may also be deemed to have investment discretion and voting power of the shares held by WVP. Thomas Walsh, in his capacity as General Partner, CEO, and CIO of Cavalry Fund I Management LLC, may also be deemed to have investment discretion and voting power over the shares held by WVP. Abby Flamholz, in her capacity as Managing Member of WVP Management, LLC and in her capacity as Managing Member of Worth Venture Partners, LLC, may also be deemed to have investment discretion and voting power of the shares held WVP. WVP Management, LLC, Cavalry Fund I Management LLC, Worth Venture Partners, LLC, Mr. Walsh and Ms. Flamholz each disclaim any beneficial ownership of these shares. The address of this ~~Selling Stockholder is 82 E. Allendale Road, Suite 5B, Saddle River, NJ 07458.~~Offering

~~(25)~~If ~~Includes~~we ~~(i)~~sell ~~40,014~~ shares of our common stock ~~issuable~~under ~~upon~~the ~~conversion~~Purchase ofAgreement, ~~Series~~our ~~A-1~~existing ~~Preferred~~stockholders ~~Stock~~will ~~and~~experience ~~(ii)~~immediate 19dilution and,~~585~~ ~~shares~~as ofa ~~common~~result, our stock price ~~issuable~~may ~~upon~~go ~~exercise of other warrants~~down.

Pursuant to the Purchase Agreement, we have agreed to sell up to the lesser of (26a) $500 Mrmillion and (b) 19.99% ~~William~~of ~~England~~our isoutstanding ~~the~~shares ~~chief~~of ~~executive~~common ~~officer~~stock as of the date ~~manager~~of the Purchase Agreement, at our option and subject to certain limitations, and to issue 10,000 shares of ~~Walleye~~Series A ~~Opportunities~~Preferred Stock ~~Master~~in ~~Fund~~consideration ~~Ltd~~for Keystone’s commitment to enter into the Purchase Agreement. For additional details on this financing arrangement, please refer to “Keystone Capital Partners Committed Equity Financing” and “Plan of Distribution” located elsewhere in ~~such~~this ~~capacity~~prospectus. ~~has~~The ~~voting~~sale of shares of our common stock pursuant to the Purchase Agreement will have a dilutive impact on our existing stockholders. Keystone may resell some or all of the shares we issue to it under the Purchase Agreement and ~~investment~~such ~~control~~sales could ~~over~~cause the ~~securities~~market ~~held~~price byof ~~Walleye~~our ~~Opportunities~~common ~~Master~~stock ~~Fund~~to ~~Ltd~~decline, which decline could be significant.

~~(27)~~If it ~~Includes~~becomes ~~(i)~~necessary ~~230,415~~for ~~shares~~us ofto ~~common~~issue ~~stock~~and ~~issuable~~sell ~~upon~~to ~~conversion~~the ofSelling ~~Series~~Stockholder ~~A-1~~under ~~Preferred~~the ~~Stock,~~Purchase ~~(ii)~~Agreement 97more than the 146,~~184~~776,707 shares being ofregistered ~~common~~for ~~stock~~resale ~~and~~under ~~(iii)~~the ~~114~~registration statement that includes this prospectus,~~286~~ we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our common stock ~~issuable~~we ~~upon~~wish ~~exercise~~to ofsell ~~other~~from ~~warrants~~time to time under the Purchase Agreement, which the SEC must declare effective.

~~(28)~~It ~~Includes~~is ~~(i)~~not ~~6,913~~possible to predict the actual number of shares of common stock ~~issuable~~we ~~upon~~will ~~conversion~~sell ofunder ~~Series~~the ~~A-1~~Purchase ~~Preferred~~Agreement ~~Stock~~to ~~and (ii) 31~~Keystone,~~653~~ ~~shares~~or ofthe ~~common~~actual ~~stock~~gross ~~issuable~~proceeds resulting ~~upon~~from ~~exercise~~those ~~of other warrants~~sales.

~~(29)~~Subject ~~Includes~~to ~~(i)~~certain 6limitations in the Purchase Agreement and compliance with applicable law,~~913~~ we have the discretion to deliver notices to Keystone at any time throughout the term of the Purchase Agreement. The actual number of shares of common stock ~~issuable~~that ~~upon~~are ~~conversion~~sold ofto ~~Series~~Keystone ~~A-1~~may ~~Preferred~~depend ~~Stock~~based ~~and~~on ~~(ii)~~a 31number of factors,~~653~~ including the market price of the shares of common stock ~~issuable~~during ~~upon~~the ~~exercise~~sales period. Actual gross proceeds may be nominal, which may impact our future liquidity. Because the price per share of ~~other~~common ~~warrants~~stock sold to Keystone will fluctuate during the sales period, it is not currently possible to predict the number of shares of common stock that will be sold or the actual gross proceeds to be raised in connection with those sales.

~~(30)~~Investors ~~Includes~~who ~~(i)~~buy ~~6,913~~ shares ofat ~~common~~different ~~stock~~times will ~~issuable~~likely ~~upon~~pay ~~conversion~~different ~~of Series A-1 Preferred Stock and (ii) 13,144 shares of common stock issuable upon exercise of other warrants~~prices.

~~(31)~~Pursuant ~~Includes~~to ~~(i)~~the 6Purchase Agreement,~~913~~ we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Keystone. If and when we do elect to sell shares of our common stock ~~issuable~~to ~~upon~~Keystone ~~conversion~~under the Purchase Agreement, after Keystone has acquired such shares, Keystone may resell all or a portion of ~~Series~~such ~~A-1~~shares ~~Preferred~~at ~~Stock~~any time or from time to time in its discretion and ~~(ii)~~at 37different prices. As a result,~~716~~ investors who purchase shares from Keystone at different times will likely pay different prices for those shares, and so may experience different levels of ~~common~~dilution ~~stock~~and ~~issuable~~in ~~upon~~some ~~exercise~~cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of ~~other~~the ~~warrants~~shares they purchase from Keystone as a result of future sales made by us to Keystone at prices lower than the prices such investors paid for their shares.

~~(32)~~Management ~~Mr.~~will ~~Richard~~have broad ~~Aulidino~~discretion isas to the ~~president~~use of ~~Dawson James Securities, Inc. and has voting and investment control over~~ the ~~securities~~proceeds ~~held~~from byany ~~Dawson~~sales ~~James Securities, Inc.~~ of ~~Dawson~~shares ~~James~~we ~~Securities,~~make ~~Inc.~~to ~~served~~Keystone aspursuant to the ~~placement~~Purchase ~~agent~~Agreement inand ~~connection~~uses may ~~with~~not improve our ~~private~~financial ~~placement~~condition ~~offering~~or ~~that~~market ~~closed in June of 2023~~value.

~~(33)~~Although ~~Includes~~we ~~(i)~~will 4not receive any proceeds from the offer of the shares for resale by Keystone pursuant to this prospectus,~~609~~ we will receive proceeds from the sale of shares of common stock ~~issuable~~to ~~upon~~Keystone ~~conversion~~pursuant to Purchase Agreement. Because we have not designated the amount of ~~Series~~net ~~A-1~~proceeds ~~Preferred~~from ~~Stock~~the sale ~~and~~of ~~(ii)~~shares 15to Keystone pursuant to the Purchase Agreement to be used for any particular purpose,~~041~~ ~~shares~~our ofmanagement ~~common~~will ~~stock~~have ~~issuable~~broad ~~upon~~discretion as ~~exercise~~to the application of such net proceeds and could use them for purposes other ~~warrants~~than those contemplated hereby. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.

(34) Includes (i) 2,305 shares of common stock issuable upon conversion of Series A-1 Preferred Stock and (ii) 2,572 shares of common stock issuable upon exercise of other warrants.

(35) Includes (i) 2,305 shares of common stock issuable upon conversion of Series A-1 Preferred Stock and (ii) 6,484 shares of common stock issuable upon exercise of other warrants.

~~PLAN~~FORWARD-LOOKING ~~OF DISTRIBUTION~~STATEMENTS

~~Each~~This ~~Selling~~prospectus ~~Stockholder~~and ofthe documents incorporated by reference herein contain, in addition to historical information, certain forward-looking statements within the ~~shares~~meaning of Section 27A of ~~common stock~~the ~~covered~~Securities ~~hereby~~Act, and ~~any~~Section 21E of ~~their~~the ~~pledgees~~Securities Exchange Act of 1934, ~~assignees~~as ~~and~~amended ~~successors-in-interest~~(the ~~may~~“Exchange Act”), ~~from~~that ~~time~~include information relating to ~~time~~future events, ~~sell~~future ~~any~~financial orperformance, ~~all~~strategies, ofexpectations, ~~their~~competitive environment, ~~shares~~regulatory ofenvironment ~~common~~and ~~stock~~availability ~~covered~~of ~~hereby~~resources. onSuch ~~the~~forward-looking ~~principal~~statements ~~trading~~include ~~market~~those orthat ~~any~~express ~~other~~plans, ~~stock~~anticipation, intent, ~~exchange~~contingency, ~~market~~goals, targets or ~~trading~~future ~~facility~~development onand/or ~~which shares~~otherwise are not statements of ~~our~~historical ~~common~~fact. ~~stock~~These forward-looking statements are ~~traded~~based oron inour ~~private~~current ~~transactions.~~expectations ~~These~~and ~~sales~~projections ~~may~~about befuture atevents ~~fixed~~and orthey ~~negotiated~~are ~~prices.~~subject Ato ~~Selling~~risks ~~Stockholder~~and uncertainties known ~~may~~and ~~use~~unknown ~~any~~that ~~one~~could orcause ~~more~~actual ofresults ~~the~~and ~~following~~developments ~~methods~~to ~~when~~differ ~~selling~~materially ~~shares~~from ofthose ~~our~~expressed ~~common~~or ~~stock~~implied ~~covered~~in ~~hereby:~~such statements.

·In ~~ordinary~~some ~~brokerage~~cases, ~~transactions~~you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and ~~transactions~~uncertainties that could cause actual results to differ materially from those expressed in ~~which~~them. ~~the~~Any ~~broker~~forward-~~dealer~~looking ~~solicits~~statements ~~purchasers;~~are qualified in their entirety by reference to the factors discussed throughout this prospectus or incorporated herein by reference.

·Risks, ~~block~~uncertainties ~~trades~~and inother factors ~~which~~that ~~the~~may ~~broker-dealer~~cause ~~will~~our ~~attempt~~actual results, performance or achievements to ~~sell~~be ~~the~~different ~~shares~~from asthose ~~agent~~expressed ~~but~~or implied in our written or oral forward-looking statements may ~~position~~be found in this prospectus and ~~resell~~any aaccompanying ~~portion~~prospectus ofsupplement under the ~~block~~heading “Risk Factors” and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 8, 2026 under the headings “Risk Factors” and “Business,” as ~~principal~~may be amended, supplemented or superseded from time to ~~facilitate~~time by other reports we file with the ~~transaction;~~SEC in the future.

·Forward-looking ~~purchases~~statements speak byonly aas ~~broker~~of the date they are made. You should not put undue reliance on any forward-~~dealer~~looking asstatements. ~~principal~~We ~~and~~assume ~~resale~~no byobligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the ~~broker~~extent required by applicable securities laws. If we do update one or more forward-~~dealer~~looking ~~for~~statements, ~~its~~no ~~account;~~inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

·New anfactors ~~exchange~~emerge ~~distribution~~from intime to ~~accordance~~time, ~~with~~and it is not possible for us to predict which factors will arise. In addition, we cannot assess the ~~rules~~impact of each factor on our business or the ~~applicable~~extent ~~exchange;~~to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements.

·USE ~~privately~~OF ~~negotiated transactions;~~PROCEEDS

·This ~~settlement~~prospectus relates to shares of ~~short~~our common stock that may be offered and sold from time to time by the Selling Stockholder. All of the common stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its own account. We will not receive any of the proceeds from these sales;. We may receive up to $500 million aggregate of gross proceeds under the Purchase Agreement from any sales we make to the Selling Stockholder pursuant to the Purchase Agreement. See “Plan of Distribution” elsewhere in this prospectus for more information.

·Our management will have broad discretion in ~~transactions~~applying ~~through~~any ~~broker-dealers~~net ~~that~~proceeds ~~agree~~of ~~with~~this offering. Until the ~~Selling~~funds ~~Stockholders~~are toused ~~sell~~as adescribed ~~specified~~above, ~~number~~we ofintend ~~such~~to ~~shares~~invest ofany ~~common~~net ~~stock~~proceeds from atthis aoffering ~~stipulated~~in ~~price~~interest ~~per~~bearing, ~~security;~~investment grade securities.

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell the shares of common stock covered hereby under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares of common stock, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the shares of common stock covered hereby or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver shares of common stock covered hereby to close out their short positions, or loan or pledge shares of common stock covered hereby to broker-dealers that in turn may sell the shares. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock covered by this prospectus, which shares of common stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares of common stock covered hereby may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares of common stock covered hereby.  

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of common stock covered hereby. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

WeKEYSTONE ~~agreed~~CAPITAL toPARTNERS ~~keep~~COMMITTED ~~the~~EQUITY registration statement of which this prospectus forms a part effective until the earlier of (i) the date on which the shares of common stock covered hereby may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares of common stock covered hereby have been sold pursuant to the registration statement of which this prospectus forms a part or Rule 144 under the Securities Act or any other rule of similar effect. The shares of common stock covered hereby will be resold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares of common stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.FINANCING

~~Under applicable rules~~On March ~~and~~30, ~~regulations under the Exchange Act~~2026, ~~any~~we ~~person~~entered ~~engaged~~into in the ~~distribution~~Purchase ofAgreement ~~the~~with ~~shares~~Keystone, ofpursuant ~~common~~to ~~stock~~which ~~covered~~Keystone ~~hereby~~has ~~may~~agreed ~~not~~to ~~simultaneously~~purchase ~~engage~~from inus, ~~market~~from ~~making~~time ~~activities~~to ~~with~~time, ~~respect~~in toour ~~the~~sole ~~common~~discretion, ~~stock~~from ~~for~~and after the ~~applicable~~Commencement ~~restricted~~Date ~~period,~~ (as defined in ~~Regulation~~the M,Purchase ~~prior~~Agreement) toand until the ~~commencement~~ termination of the ~~distribution.~~Purchase InAgreement ~~addition,~~in ~~the~~accordance ~~Selling~~with ~~Stockholders will be subject to applicable provisions of~~ the ~~Exchange~~terms ~~Act and the rules and regulations thereunder~~thereof, ~~including~~shares ~~Regulation~~of M,our ~~which~~common ~~may~~stock ~~limit~~having ~~the~~a ~~timing~~total ofmaximum ~~purchases~~aggregate ~~and~~purchase ~~sales~~ price of ~~the~~up ~~common~~to ~~stock by~~ the ~~Selling~~lesser ~~Stockholders~~of or(a) $500 ~~any~~million ~~other~~and ~~person~~(b) 19.99% Weof ~~will~~our ~~make~~outstanding ~~copies~~shares of ~~this~~common ~~prospectus~~stock ~~available~~as toof the ~~Selling~~date ~~Stockholders~~of ~~and~~the ~~have~~Purchase ~~informed~~Agreement ~~them of~~ (the ~~need~~"Shares"), toupon ~~deliver~~the aterms ~~copy~~and ofsubject ~~this prospectus~~ to ~~each~~the ~~purchaser~~conditions atand orlimitations ~~prior~~set toforth in the ~~time~~Purchase ofAgreement, unless ~~the~~Stockholder ~~sale~~Approval (~~including~~as bydefined ~~compliance with~~in ~~Rule 172 under~~ the ~~Securities~~Purchase ~~Act~~Agreement) is obtained.

In connection with the Purchase Agreement, we also entered into a Registration Rights Agreement with Keystone (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued to Keystone pursuant to the Purchase Agreement (the “Registration Statement”) no later than the tenth day following our filing with the Commission of our annual report on Form 10-K for the year ended December 31, 2025.

We may, from time to time and at our sole discretion, direct Keystone to purchase shares of our common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. There is no upper limit on the price per share that Keystone could be obligated to pay for common stock under the Purchase Agreement. We will control the timing and amount of any sales of our common stock to Keystone, and Keystone has no right to require us to sell any shares to it under the Purchase Agreement. Actual sales of shares of common stock to Keystone under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common stock and determinations by us as to available and appropriate sources of funding for us and our operations. Keystone may not assign or transfer its rights and obligations under the Purchase Agreement.

Under the applicable Nasdaq rules, we are prohibited from issuing to Keystone under the Purchase Agreement more than 4,220,772 shares of common stock, which number of shares represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) Stockholder Approval is obtained or (ii) the price of applicable sales of common stock to Keystone under the Purchase Agreement equals or exceeds the lower of (A) the official closing sale price on Nasdaq immediately preceding the delivery of the applicable VWAP Purchase Notice to Keystone and (B) the arithmetic average of the closing sale prices of our common stock on Nasdaq for the five business days immediately preceding the delivery of such VWAP Purchase Notice, in each case such that the sales of such common stock to Keystone would not count toward the 19.99% because they are "at market" under applicable Nasdaq rules.

In all cases, we may not issue or sell any shares of common stock to Keystone under the Purchase Agreement which, when aggregated with all other shares of our common stock then beneficially owned by Keystone and its affiliates, would result in Keystone beneficially owning more than 4.99% of the outstanding shares of our common stock.

Purchase of Shares under the Purchase Agreement

VWAP Purchases

Under the Purchase Agreement, on any business day selected by us where the closing sale price of our common stock is equal to or greater than $0.10, and subject to the satisfaction of certain conditions set forth in the Purchase Agreement, we may direct Keystone to purchase shares of our common stock in what we refer to as a VWAP Purchase, by delivering to Keystone a VWAP Purchase Notice (as defined in the Purchase Agreement). The aggregate committed obligation of Keystone under any single VWAP Purchase shall not exceed $5,000,000. The number of shares Keystone is required to purchase in any VWAP Purchase shall not exceed 30% of the trading volume in our common stock on Nasdaq during the applicable VWAP Purchase period on the applicable VWAP Purchase date (the "VWAP Purchase Maximum Amount"). The purchase price per share for each VWAP Purchase will be equal to the lesser of 90% of:

the lowest sale price of our common stock on the applicable VWAP Purchase date; and

~~DESCRIPTION~~· OFthe ~~SECURITIES~~volume weighted average price of our common stock during the applicable VWAP Purchase period.

~~For~~Termination a description of our capital stock, including our common stock and Series A-1 Preferred Stock, and the material terms of our amended and restated certificate of incorporation and our amended and restated bylaws see our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and Exhibit 4.4 thereto, entitled Description of Securities, which are incorporated by reference in the registration statement of which this prospectus forms a part. See “Incorporation of Certain Information by Reference.”Rights

We have the right to terminate the Purchase Agreement at any time after the Commencement Date (as defined in the Purchase Agreement), at no cost or penalty, upon one (1) Trading Day's prior written notice to Keystone. Keystone also has the right to terminate the Purchase Agreement upon ten (10) Trading Days' prior written notice to us under certain circumstances, including, among others, the occurrence of a material adverse effect, a fundamental transaction, or a material breach of the Purchase Agreement by us that is not cured within ten (10) Trading Days after notice thereof. The Company and Keystone may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective prior to the first Trading Day immediately following the settlement of any pending purchase that has not then fully settled in accordance with the Purchase Agreement. Neither the Company nor Keystone may assign or transfer its respective rights and obligations under the Purchase Agreement.

Effect of Performance of the Purchase Agreement on our Stockholders

All shares registered in this offering that may be issued and sold by us to Keystone under the Purchase Agreement are expected to be freely tradable. Shares registered in this offering may be sold over the term of the Purchase Agreement. The sale by Keystone of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Keystone, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion. We may ultimately decide to sell to Keystone all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Keystone, after Keystone has acquired the shares, Keystone may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Keystone by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Keystone under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Keystone may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to Keystone and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Keystone to purchase up to the lesser of (a) $500 million and (b) 19.99% of our outstanding shares of common stock as of the date of the Purchase Agreement, exclusive of any shares of common stock issuable upon conversion of 10,000 shares of Series A Preferred Stock in consideration for Keystone’s commitment to enter into the Purchase Agreement (the “Commitment Shares”). The Purchase Agreement prohibits us from issuing or selling to Keystone under the Purchase Agreement shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Keystone, would exceed 4.99% of the outstanding shares of our common stock.

~~LEGAL~~SELLING ~~MATTERS~~STOCKHOLDER

~~The~~This ~~validity~~prospectus relates to the possible resale from time to time by Keystone of any or all of the shares of ~~our~~ common stock that may be issued by us to Keystone under the Purchase Agreement. For additional information regarding the issuance of common stock covered by this prospectus, ~~will~~see bethe ~~passed~~section titled ~~upon~~“Keystone Capital Partners Committed Equity Financing” above. We are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with Keystone on March 30, 2026 in order to permit the selling stockholder to offer the shares for usresale from time to time. Except for the transactions contemplated by ~~Lowenstein~~the ~~Sandler~~Purchase ~~LLP~~Agreement and the Registration Rights Agreement, ~~New~~Keystone ~~York~~has not had any material relationship with us within the past three years. As used in this prospectus, the ~~New~~term ~~York~~“selling stockholder” means Keystone Capital Partners, LLC.

~~EXPERTS~~The table below presents information regarding the selling stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of April 13, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering. We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares.

~~The~~Beneficial ~~consolidated~~ownership ~~financial~~is ~~statements~~determined in asaccordance ofwith ~~December~~Rule 3113d-3(d) promulgated by the SEC under the Exchange Act, ~~2024~~ and ~~2023~~includes ~~and~~shares ~~for~~of common stock with respect to which the ~~years~~selling ~~then~~stockholder ~~ended,~~has ~~incorporated~~voting and investment power. The percentage of shares of common stock beneficially owned by ~~reference~~the selling ~~herein~~stockholder ~~have~~prior ~~been~~to sothe ~~incorporated~~offering shown in ~~reliance~~the table below is based on ~~the~~an ~~report~~aggregate of ~~Marcum~~21, ~~LLP~~202,911 shares anof ~~independent~~our ~~registered~~common ~~public~~stock ~~accounting~~outstanding ~~firm (which~~on ~~report~~April 13, on2026. Because the ~~financial~~purchase ~~statements~~price ~~contains~~of anthe ~~explanatory~~shares ~~paragraph~~of common stock issuable under ~~regarding~~the Purchase Agreement is determined on the ~~Company’s~~applicable ~~ability~~VWAP toPurchase ~~continue~~Date, aswith respect to a ~~going~~VWAP ~~concern)~~Purchase, ~~appearing~~the innumber ~~our~~of ~~annual~~shares ~~report~~that may onactually ~~Form 10-K~~be ~~for~~sold by the ~~year~~Company ~~ended December 31,~~to ~~2024,~~Keystone ~~incorporated~~Capital under the Purchase Agreement may be fewer than the number of shares being offered by ~~reference~~this ~~herein,~~prospectus. ~~given~~The onfourth column assumes the ~~authority~~sale of ~~said~~all ~~firm~~of asthe ~~experts~~shares inoffered ~~auditing~~by ~~and~~the ~~accounting~~selling stockholder pursuant to this prospectus.

Selling Stockholder

Number of
shares of
Common
Stock
Beneficially
Owned
Prior to
Offering

Maximum
Number of
shares of
Common
Stock
to be Sold
Pursuant to
this
Prospectus

Number of
shares of
Common
Stock
Beneficially
Owned
After
Offering

Percent of
Common
Stock
Beneficially
Owned
After
Offering

Keystone Capital Partners, LLC⁽⁴⁾

47,596,383

⁽¹⁾⁽²⁾

146,776,707

47,596,383

⁽³⁾

4.99

(1)	This number represents 47,596,383 shares of common stock issuable upon conversion of Series A Preferred Stock we issued to Keystone on March 30, 2026 as Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Keystone may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Keystone’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchase of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Keystone to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Keystone Capital, would cause Keystone’s beneficial ownership of our common stock to exceed the 4.99% Beneficial Ownership Cap.

(2)	Excludes 1,825,350 shares of common stock underlying warrants that are not exercisable within 60 days of April 13, 2026 and are therefore not deemed beneficially owned pursuant to Rule 13d-3(d) under the Exchange Act.

(3)	Assumes the sale of all shares being offered pursuant to this prospectus.

(4)	The business address of Keystone Capital Partners, LLC is 139 Fulton Street, Suite 412, New York, NY 10038. Keystone Capital Partners, LLC’s principal business is that of a private investor. Ranz Group, LLC, a Delaware limited liability company, is the managing member of Keystone Capital Partners, LLC and the beneficial owner of 97% of the membership interests in Keystone Capital Partners, LLC. Fredric G. Zaino is the managing member of Ranz Group, LLC and has sole voting control and investment discretion over securities beneficially owned directly by Keystone Capital, LLC and indirectly by Ranz Group, LLC. We have been advised that none of Mr. Zaino, Ranz Group, LLC or Keystone Capital Partners, LLC is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Zaino as to beneficial ownership of the securities beneficially owned directly by Keystone Capital Partners, LLC and indirectly by Ranz Group, LLC.

~~ADDITIONAL~~PLAN ~~INFORMATION~~OF DISTRIBUTION

WeThe ~~have~~common ~~filed~~stock ~~with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities~~ offered by this prospectus. ~~Pursuant~~are tobeing ~~SEC~~offered ~~rules,~~by ~~this prospectus, which is part of~~ the ~~registration~~selling ~~statement~~stockholder, ~~omits~~Keystone ~~certain~~Capital ~~information,~~Partners. ~~exhibits,~~The ~~schedules~~shares ~~and~~may ~~undertakings~~be ~~set~~sold ~~forth~~or indistributed ~~the~~from ~~registration~~time ~~statement.~~to ~~For~~time ~~further~~by ~~information~~the ~~pertaining~~selling toshareholder usdirectly ~~and~~to ~~our~~one ~~securities,~~or ~~reference~~more ispurchasers ~~made~~or tothrough ~~our~~brokers, ~~SEC~~dealers, ~~filings~~or ~~and~~underwriters towho ~~the~~may ~~registration~~act ~~statement~~solely ~~and~~as ~~the~~agents ~~exhibits~~at ~~and~~market ~~schedules~~prices toprevailing at the ~~registration~~time ~~statement~~ of ~~which~~sale, ~~this~~at ~~prospectus~~prices ~~forms~~related ~~a part. Statements contained in this prospectus as~~ to the ~~contents~~prevailing ormarket ~~provisions~~prices, ofat ~~any~~negotiated ~~documents~~prices, ~~referred~~or at tofixed ~~in this prospectus are not necessarily complete~~prices, ~~and~~which inmay ~~each~~be ~~instance~~changed. ~~where a~~The ~~copy~~sale of ~~the~~our ~~document~~common ~~has~~stock ~~been~~offered ~~filed~~by asthis anprospectus ~~exhibit~~could tobe ~~the~~effected ~~registration~~in ~~statement,~~one ~~reference~~or ~~is made to the exhibit for a~~ more ~~complete description~~ of the following ~~matters involved.~~methods:

In· ~~addition,~~ordinary ~~registration statements and certain other filings made with the SEC electronically are publicly available through the SEC~~brokers’s ~~web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC.~~transactions;

We· ~~are~~transactions ~~subject~~involving tocross the information and periodic reporting requirements of the Exchange Act and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at www.smartkem.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or ~~furnished~~block to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.trades;

~~The~~· ~~representations,~~through warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreementbrokers, ~~including~~dealers, ~~in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty~~ or ~~covenant~~underwriters towho ~~you.~~may ~~Moreover,~~act ~~such~~solely ~~representations, warranties or covenants were accurate only~~ as ~~of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.~~agents;

“at the market” into an existing market for our common stock;

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

in privately negotiated transactions; or

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Keystone Capital Partners, LLC is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Keystone has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Keystone has informed us that each such broker-dealer will receive commissions from Keystone that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our common stock sold by the selling shareholder may be less than or in excess of customary commissions. Neither we nor the selling shareholder can presently estimate the amount of compensation that any agent will receive from any purchasers of our common stock sold by the selling shareholder.

We know of no existing arrangements between the selling shareholder or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of our common stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling shareholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling shareholder, any compensation paid by the selling shareholder to any such brokers, dealers, underwriters or agents, and any other required information.

~~INCORPORATION~~We OFwill ~~CERTAIN~~pay ~~INFORMATION~~the BYexpenses ~~REFERENCE~~incident to the registration under the Securities Act of the offer and sale of our common stock covered by this prospectus by the selling shareholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we have issued to Keystone 10,000 shares of the Company’s Series A Preferred Stock as Commitment Shares in accordance with the Purchase Agreement. We have also paid to Keystone $35,000 in cash as reimbursement for the reasonable, out-of-pocket expenses incurred by Keystone, including the legal fees and disbursements of Keystone’s legal counsel, in connection with its due diligence investigation of the Company and in connection with the preparation, negotiation and execution of the Purchase Agreement.

~~The~~We ~~SEC~~also ~~allows~~have usagreed to ~~“incorporate~~indemnify Keystone byand ~~reference” information~~certain ~~that~~other wepersons ~~file~~against certain liabilities in connection with itthe ~~into~~offering ~~this~~of ~~prospectus~~our common stock offered hereby, ~~which~~including liabilities ~~means~~arising ~~that~~under wethe ~~can~~Securities ~~disclose~~Act ~~important~~or, ~~information~~if such indemnity is unavailable, to ~~you~~contribute byamounts ~~referring~~required ~~you~~ to ~~those~~be ~~documents~~paid in respect of such liabilities. ~~The~~Keystone has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information ~~incorporated~~furnished byto ~~reference~~us isby anKeystone ~~important~~specifically ~~part~~for ofuse in this prospectus. ~~The~~or, ~~information~~if ~~incorporated~~such ~~by reference~~indemnity is ~~considered~~unavailable, to contribute amounts required to be apaid ~~part~~in respect of ~~this~~such ~~prospectus~~liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and ~~information~~controlling ~~that~~persons, we ~~file~~have ~~later~~been ~~with~~advised that in the ~~SEC~~opinion ~~will~~of ~~automatically~~the ~~update~~SEC ~~and~~this indemnification ~~supersede~~is ~~information~~against ~~contained~~public policy as expressed in ~~this~~the ~~prospectus~~Securities Act and ~~any~~is ~~accompanying~~therefore, ~~prospectus supplement~~unenforceable.

We ~~incorporate~~estimate bythat ~~reference~~ the ~~documents listed~~total ~~below~~expenses ~~that~~for wethe ~~have~~offering ~~previously~~will ~~filed~~be ~~with~~approximately ~~the SEC:~~$200,000.

·Keystone ~~our~~has ~~Annual~~represented ~~Report~~to us onthat ~~Form~~at ~~10-K~~no ~~for~~time prior to the ~~fiscal~~date ~~year~~of ~~ended~~the ~~December~~Purchase 31Agreement has Keystone or its agents, ~~2024~~representatives ~~filed~~or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Keystone has agreed that during the ~~SEC~~term onof ~~March~~the 31Purchase Agreement, ~~2025;~~neither Keystone, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

·We ~~our~~have ~~Current~~advised ~~Reports~~the onselling shareholder ~~Form~~that ~~8-K~~it ~~filed~~is required to comply with Regulation M promulgated under the ~~Commission~~Exchange onAct. ~~January~~With 8,certain ~~2025~~exceptions, ~~January~~Regulation ~~14,~~M precludes ~~2025,~~the ~~March~~selling 4shareholder, ~~2025,~~any ~~March~~affiliated 10purchasers, ~~2025,~~and ~~March~~any ~~24,~~broker-dealer ~~2025~~or ~~and~~other ~~April~~person 4who participates in the distribution from bidding for or purchasing, ~~2025~~or ~~(other~~attempting ~~than~~to induce any ~~portions~~person ~~thereof~~to ~~deemed~~bid ~~furnished~~for ~~and~~or ~~not~~purchase ~~filed);~~any ~~and~~security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

·This ~~the~~offering ~~description~~will ~~of our common stock contained in our Registration Statement~~ terminate on ~~Form 8-A, filed with~~ the ~~SEC~~date onthat ~~May~~all ~~30, 2024 as updated by the Description~~ of ~~Securities set forth on Exhibit 4.4 to~~ our ~~Annual~~common ~~Report~~stock onoffered ~~Form~~by ~~10-K~~this ~~filed~~prospectus ~~with~~have ~~the~~been ~~Commission~~sold onby ~~March 31, 2025, including any amendments or reports filed for~~ the ~~purpose~~selling ~~of updating such description~~shareholder.

~~All~~Our ~~reports~~common ~~and~~stock ~~other~~is ~~documents~~currently listed ~~that~~on weThe ~~file~~Nasdaq ~~with the~~Capital ~~SEC~~Market under ~~Sections 13(a), 13(c), 14 or 15(d) of~~ the ~~Exchange~~symbol Act after the date of this prospectus but prior to the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “~~furnish~~SMTK” ~~to the SEC will not be considered incorporated by reference into this prospectus~~. Any statement contained in a document incorporated by reference in this prospectus or any prospectus supplement shall be deemed to be modified or superseded to the extent that a statement contained herein, therein or in any other subsequently filed document that also is incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.

We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to SmartKem, Inc., Attn: Chief Financial Officer, Manchester Technology Center, Hexagon Tower, Delaunays Road, Blackley Manchester, M9 8GQ U.K.. You may also direct any requests for documents to us by telephone at 011-44-161-721-1514.

~~6,402,818~~LEGAL ~~Shares of Common Stock~~MATTERS

~~PROSPECTUS~~Sheppard, Mullin, Richter & Hampton LLP, New York, New York, will pass upon the validity of the shares of our common stock offered hereby. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

~~, 2025~~EXPERTS

The consolidated financial statements as of December 31, 2025 and for the year then ended, incorporated by reference herein have been so incorporated in reliance on the report of CBIZ CPAs P.C., an independent registered public accounting firm (which report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing in our annual report on Form 10-K for the year ended December 31, 2025, incorporated by reference herein, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements as of December 31, 2024 and for the year then ended, incorporated by reference herein have been so incorporated in reliance on the report of Marcum, LLP, an independent registered public accounting firm (which report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing in our annual report on Form 10-K for the year ended December 31, 2025, incorporated by reference herein, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-1 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Documents By Reference” are also available on our website, www.smartkem.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

We have filed a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus is part of the registration statement, however the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus:

our Current Reports on Form 8-K filed with the Commission on January 6, 2026, January 15, 2026, January 30, 2026, February 6, 2026, February 13, 2026, March 11, 2026, March 19, 2026, March 26, 2026, and March 31, 2026 (other than any portions thereof deemed furnished and not filed);

Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 8, 2026; and

the description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on May 30, 2024 as updated by the Description of Securities set forth on Exhibit 4.4 to our Annual Report on Form 10-K filed with the Commission on March 31, 2025, including any amendments or reports filed for the purpose of updating such description..

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to:

SmartKem, Inc.

Manchester Technology Center, Hexagon Tower

Delaunays Road, Blackley

Manchester, M9 8GQ U.K.

Telephone: 011-44-161-721-1514

You also may access these filings on our website at http://www. smartkem.com. We do not incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of the registration statement of which this prospectus forms a part to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of the registration statement of which this prospectus forms a part, except as so modified or superseded.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 1314. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the fees and expenses ~~payable~~relating byto ~~us in~~the ~~connection~~issuance ~~with~~and ~~the~~distribution ~~offering~~ of the securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by the Company. All ~~amounts~~of ~~are~~such ~~estimated~~fees and expenses, except for the SEC registration fee and the FINRA filing fee., are estimated:

SEC registration fee	$	~~2,309~~$	6,689
Accounting fees and expenses		25,000
Legal fees and expenses			95,000
Legal fees and expenses		50,000
Accounting fees and expenses			50,000
Printing and miscellaneous expenses		5,000
Miscellaneous fees and expenses			50,000
Total	$	~~82,309~~$	201,689

Item 1415. Indemnification of ~~Directors~~Officers and ~~Officers~~Directors.

Section ~~145~~102 of the ~~Delaware General Corporation~~DGCL ~~Law~~permits ~~(the “DGCL”) provides, in general, that~~ a corporation ~~incorporated~~to ~~under~~eliminate the ~~laws~~personal liability of ~~the~~directors ~~State~~ of ~~Delaware, as we are, may indemnify any person who was or is~~ a ~~party~~corporation ~~or is threatened~~ to bethe ~~made~~corporation ~~a party to any threatened, pending~~ or ~~completed~~its ~~action,~~stockholders ~~suit~~for monetary ordamages ~~proceeding~~for ~~(other than~~ a ~~derivative~~breach ~~action by or in the right~~ of ~~the~~fiduciary ~~corporation)~~duty byas ~~reason of the fact that such person is or was~~ a director, ~~officer,~~except ~~employee~~where ~~or agent of~~ the ~~corporation, or is or was serving at the request of the corporation as a~~ director, ~~officer, employee~~breached orhis ~~agent~~duty of ~~another enterprise~~loyalty, ~~against~~failed ~~expenses~~to ~~(including~~act ~~attorneys’~~in ~~fees),~~good ~~judgments~~faith, ~~fines and amounts paid in settlement~~ ~~actually~~engaged ~~and reasonably incurred by such person~~ in ~~connection~~intentional ~~with~~misconduct ~~such action, suit~~ or ~~proceeding~~knowingly ifviolated ~~such person acted in good faith and in~~ a ~~manner~~law, ~~such~~authorized ~~person reasonably believed to be in or not opposed to~~ the ~~best~~payment ~~interests~~ of ~~the~~a ~~corporation~~dividend ~~and, with respect to any criminal action~~ or ~~proceeding,~~approved ~~had~~a nostock ~~reasonable~~repurchase ~~cause~~in violation ~~to believe such person’s conduct was unlawful. In the case~~ of ~~a derivative action, a~~ Delaware ~~corporation~~corporate ~~may~~law ~~indemnify~~or ~~any~~obtained ~~such~~an ~~person~~improper ~~against~~personal ~~expenses~~benefit. ~~(including~~Our ~~attorneys’~~amended ~~fees) actually~~ and ~~reasonably incurred~~restated bycertificate ~~such~~of ~~person~~incorporation inprovides that ~~connection~~no ~~with~~director ~~the defense or settlement~~ of ~~such~~SmartKem ~~action~~shall orbe ~~suit~~personally ifliable ~~such person acted in good faith and in a manner such person reasonably believed~~ to beit in or ~~not~~its ~~opposed~~stockholders tofor ~~the~~monetary ~~best~~damages ~~interests~~for ofany ~~the~~breach ~~corporation,~~of ~~except~~fiduciary ~~that no indemnification~~duty ~~will~~as bea ~~made~~director, innotwithstanding ~~respect of~~ any ~~claim,~~provision ~~issue~~of orlaw ~~matter~~imposing ~~as to which~~ such ~~person~~liability, ~~will~~except ~~have been adjudged~~ to ~~be liable to~~ the ~~corporation unless and only to the~~ extent that the ~~Court~~DGCL ofprohibits ~~Chancery of~~ the ~~State of Delaware~~ elimination or ~~any~~limitation ~~other~~of ~~court~~liability inof ~~which~~directors ~~such~~for ~~action~~breaches ~~was~~of ~~brought determines~~fiduciary ~~such person is fairly and reasonably entitled to indemnity for such expenses~~duty.

~~Our~~Section 145 ~~amended~~of ~~and~~the ~~restated~~DGCL provides ~~certificate~~that a corporation has the power to indemnify a director, officer, employee, or agent of ~~incorporation~~the corporation, or a person serving ~~provides~~at ~~that~~the torequest of the ~~fullest~~corporation ~~extent~~for ~~permitted~~another bycorporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the ~~DGCL~~person in connection with an action, suit or proceeding to which he was or is a ~~director~~party ~~shall~~or ~~not~~is threatened to be ~~personally~~made ~~liable~~a party to usany threatened, ending or ~~our~~completed ~~stockholders~~action, ~~for~~suit ~~monetary damages~~or ~~for~~proceeding ~~breach~~by reason of ~~fiduciary~~such ~~duty~~position, asif asuch ~~director.~~person ~~Our~~acted ~~amended~~in ~~and~~good ~~restated~~faith ~~bylaws~~and ~~provide~~in ~~that~~a wemanner ~~shall~~he ~~indemnify~~reasonably believed ~~and~~to ~~hold~~be ~~harmless our~~in ~~directors~~or ~~and~~not ~~officers~~opposed to the ~~fullest~~best ~~extent~~interests ~~permitted~~of bythe ~~applicable~~corporation, ~~law~~and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, wein ~~will~~the ~~not~~case beof ~~required~~actions tobrought ~~indemnify~~by or ~~hold harmless~~in ~~any~~the ~~director~~right orof ~~officer~~the incorporation, ~~connection~~no indemnification shall be made with respect to any ~~proceeding~~claim, ~~initiated~~issue byor matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the ~~proceeding~~extent ~~was~~that ~~authorized~~the byCourt ~~our~~of Chancery or other adjudicating court determines that, despite the adjudication of liability ~~board~~but in view of ~~directors.~~all ~~Under~~of ~~our~~the ~~amended~~circumstances ~~and~~of ~~restated~~the ~~bylaws~~case, such ~~rights~~person ~~shall~~is ~~not~~fairly beand ~~exclusive~~reasonably ofentitled ~~any~~to ~~other~~indemnity ~~rights~~for ~~acquired~~such byexpenses ~~directors~~which ~~and~~the ~~officers,~~Court ~~including~~of byChancery ~~agreement~~or such other court shall deem proper.

Our ~~amended~~Certificate of Incorporation and ~~restated~~Bylaws ~~bylaws~~ provide ~~that~~indemnification ~~we will~~for ~~pay~~our ~~expenses~~directors toand ~~any~~officers ~~director or officer prior~~ to the ~~final~~fullest ~~disposition~~extent ofpermitted ~~the proceeding, provided, however, that such advancements shall be made only upon receipt of an undertaking~~ by ~~such director or officer to repay all amounts advanced if it should be ultimately determined that such director or officer is not entitled to indemnification under~~ the ~~amended and restated bylaws of or otherwise~~DGCL.

In addition to the indemnification obligations required by our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our directors and officers. These agreements provide for the indemnification of our directors and executive officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought or threatened to be brought against them by reason of the fact that they are or were our agents.II-1

InItem ~~connection~~16. with our transaction with SmartKem Limited (the “Exchange”), we are also party to an indemnity agreement with our former officers and directors, pursuant to which we agreed to indemnify such former officers and directors for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Exchange and certain related transactionsExhibits.

~~II-1~~a) Exhibits.

Item 15. Recent Sales of Unregistered Securities.

Exhibit No.		Description
2.1*		Share Exchange Agreement, dated as of February 23, 2021, among the Registrant, SmartKem Limited and the shareholders of SmartKem Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
3.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
3.2		Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
3.3		Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of SmartKem, Inc., filed with the Secretary of State of the State of Delaware on March 30, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
4.1		Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
4.2		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
4.4		Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
4.5		Form of Class A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
4.6		Form of Class B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
4.7		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
4.8		Form of Class C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
4.9		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
4.10		Form of Class D Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
4.11		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 3, 2025)
4.12		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 30, 2026)
4.13		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 6, 2026)
4.14		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
5.1†		Opinion of Sheppard, Mullin, Richter & Hampton LLP as to the legality of the securities being registered
10.1#		2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.2#		U.K. Tax Advantaged Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.3*		Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.4#		Employment Agreement, dated as of February 23, 2021, by and between the Registrant and Ian Jenks (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 24, 2021)

~~In the three years preceding the filing of this registration statement, the Company made sales of the following unregistered securities:~~II-2

Issuances To Consultants

10.5#		Employment Agreement, dated as of February 23, 2021, by and between SmartKem Limited and Simon Ogier (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.6#		Consultancy Agreement, dated as of February 23, 2021, by and between SmartKem Limited and B Brown Consultants Ltd. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.7		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.8		Form of Pre-Exchange Indemnity Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.9		Letter Agreement, dated as of February 23, 2021, among the Registrant and Octopus Titan VCT plc and certain related parties (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.10		Subscription Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022)
10.11		Registration Rights Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2022)
10.12* **		Renewal Lease by Reference of Lease of The Whole of the 8th Floor, Hexagon Tower, Manchester, M9 8GP, dated April 12, 2022, between AG Hexagon BV and SmartKem Limited (incorporated by reference to Exhibit 10.3 on the Company’s Quarterly Report on Form 10-Q filed on May 13, 2022)
10.13#		Employment Agreement, dated as of December 14, 2022, by and between the Registrant and Barbra Keck (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 30, 2023)
10.14		Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
10.15		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
10.16*		Technical Service Agreement, dated July 1, 2023, by and between SmartKem Limited and Industrial Technology Research Institute (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 filed on July 24, 2023)
10.17#		Amendment to the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023)
10.18		Form of Consent Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
10.19		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
10.20		Framework Supply Agreement, dated March 22, 2024, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on March 27, 2024)
10.21*		Joint Development Agreement, dated July 26, 2024, by and between SmartKem Limited and Shanghai Chip Foundation Semiconductor Technology Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2024)
10.22**		Collaboration Agreement, dated November 19, 2024, by and between SmartKem Limited and AUO (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2024)
10.23**		Collaboration Agreement, dated December 2, 2024, by and between SmartKem Limited and Flexible Integrated Circuits, SL (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2024)
10.24		Consent and Amendment Agreement, dated December 17, 2024, by and among SmartKem, Inc. and the holders party thereto(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2024)
10.25		General Release, dated December 17, 2024, by and between SmartKem, Inc. and Hewlett Fund LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2024)

On May 27, 2022, we issued 643 shares of common stock at a value of $77.88 per share to a consultant. Such issuance was exempt from registration under 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.II-3

On June 29, 2022, we issued 10,286 shares of common stock at a value of $70.00 per share to a consultant. Such issuance was exempt from registration under 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.

10.26		Placement Agency Agreement, dated December 18, 2024, by and between SmartKem, Inc. and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.27		Form of Securities Purchase Agreement, dated December 18, 2024, by and among SmartKem, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.28		Form of Securities Purchase Agreement, dated December 18, 2024, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.29		Form of Registration Rights Agreement, dated December 18, 2024, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.30#		Employment Agreement, dated as of March 10, 2025, by and between SmartKem Limited and Jonathan Watkins (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2025)
10.31**		Letter of Variation, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
10.32*		License of Office Space, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
10.33		Amendment to the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2025)
10.34		Letter of Variation, dated June 1, 2025, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 4, 2025)
10.35		Letter of Variation, dated June 19, 2025, by and between SmartKem Limited and CPI Innovation Services Limited. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025)
10.36		Lease of The Whole of the 8th Floor, Hexagon Tower, Manchester, M9 8GP, dated May 22, 2025, between AG Hexagon BV and SmartKem Limited (incorporated by reference to Exhibit 10.4 on the Company’s Quarterly Report on Form 10-Q filed on August 12, 2025)
10.37		Amendment No. 1 to Employment Agreement, dated September 3, 2025, by and between SmartKem, Inc. and Ian Jenks (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 5, 2025)
10.38		Amendment Agreement, dated October 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2025)
10.39		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2025)
10.40		Form of Senior Secured Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2025)
10.41		Security Agreement, dated October 31, 2025, by and between SmartKem, Inc. and The Hewlett Fund LP, as collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 3, 2025)
10.42		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 30, 2026)
10.43		Form of Debt Conversion Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 6, 2026)
10.44		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.45		Form of Senior Secured Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.46		Form of Security and Pledge Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.47		Form of Guaranty (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 19, 2026)

~~On November 29, 2022, we issued 1,021 shares of common stock at a value of $24.50 per share to a consultant. Such issuance was exempt from registration under~~ II-4~~(a)(2) of the Securities Act and Regulation D promulgated thereunder.~~

On January 13, 2023, we issued 1,429 shares of common stock at a value of $21.00 per share to a consultant. Such issuance was exempt from registration under 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

10.48		Form of Intellectual Property Security Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.49		Form of Settlement Agreement and Release (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.50		Form of Intellectual Property Assignment Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.51		Form of Waiver and Termination Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on March 19, 2026)
10.52		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2026)
10.53		Form of Preferred Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
10.54		Form of Preferred Stock Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
10.55		Common Stock Purchase Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
10.56		Registration Rights Agreement, dated March 27, 2026, by and between SmartKem, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 31, 2026)
23.1†		Consent of Marcum LLP, independent registered public accounting firm (Marcum LLP, New York, USA, PCAOB ID # 688)
23.2†		Consent of CBIZ CPAs P.C., independent registered public accounting firm (CBIZ CPAs P.C., New York, USA. PCAOB ID #199)
23.3†		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1†		Power of Attorney (included on signature page hereof)
107†		Filing Fee Table

On February 27, 2023, we issued 1,508 shares of common stock at a value of $16.45 per share to a consultant. Such issuance was exempt from registration under 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.

*	Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.

†	Filed herewith.

#	Indicates management contract or compensatory plan.

On** ~~June 14~~Portions of the exhibit, ~~2023~~ marked by brackets, wehave ~~issued~~been ~~Class B~~omitted ~~Warrants~~because tothe ~~purchase~~omitted upinformation to(i) ~~34,286~~is ~~shares~~not material and (ii) is of ~~common~~the ~~stock~~type tothe aregistrant ~~consultant~~customarily inand ~~exchange~~actually ~~for~~treats ~~services~~as ~~rendered~~private or confidential. ~~Such~~ ~~issuance~~The ~~was~~Registrant ~~exempt~~hereby ~~from~~undertakes ~~registration~~to ~~under~~furnish 4(supplementally a~~)(2)~~ copy of any of the ~~Securities~~omitted ~~Act~~schedules and ~~Regulation~~exhibits Dto ~~promulgated~~the ~~thereunder~~SEC on a confidential basis upon request.

On June 22, 2023, we issued Class B Warrants to purchase up to 8,572 shares of common stock to a consultant in exchange for services rendered. Such issuance was exempt from registration under 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.II-5

OnItem ~~March 7, 2024, we issued 50,000 shares of common stock at a value of $6~~17.95 ~~per share to a consultant~~Undertakings. ~~Such issuance was exempt from registration under 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.~~

~~On May 2, 2024, we issued 50,000 shares of common stock to a consultant at a value of $9.75 per share to a consultant. Such issuance was exempt from registration under 4~~(a)~~(2)~~ ofThe ~~the~~undersigned ~~Securities~~registrant hereby ~~Act and Regulation D promulgated thereunder.~~undertakes:

~~On September~~(1) 10To file, ~~2024,~~during weany ~~issued~~period ~~30,000~~in ~~shares~~which ofoffers ~~common~~or ~~stock~~sales toare abeing ~~consultant~~made, at a ~~value~~post-effective ofamendment ~~$5.08 per share~~ to athis ~~consultant. Such issuance was exempt from~~ registration ~~under 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.~~statement:

On(i)   To ~~January 1,~~include ~~2025,~~any weprospectus ~~issued~~required ~~10,000~~by ~~shares of common stock to a consultant at a value of $2.90 per share to a consultant. Such issuance was exempt from registration under 4~~Section 10(a)(23) of the Securities Act ~~and Regulation D promulgated thereunder.~~;

On(ii)  To ~~February 3,~~reflect ~~2025,~~in wethe ~~issued~~prospectus ~~10,000~~any ~~shares~~facts or events arising after the effective date of ~~common~~the ~~stock~~registration tostatement a(or ~~consultant~~the atmost arecent ~~value~~post-effective amendment ofthereof) ~~$3.02~~which, ~~per~~individually ~~share~~or toin the aggregate, represent a ~~consultant~~fundamental change in the information set forth in the registration statement. ~~Such~~Notwithstanding ~~issuance~~the ~~was~~foregoing, ~~exempt~~any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from ~~registration~~the ~~under~~low 4or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(ab)~~(2)~~ ofif, in the ~~Securities~~aggregate, ~~Act~~the changes in volume and ~~Regulation~~price Drepresent ~~promulgated~~no ~~thereunder.~~more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

On(iii) To ~~March~~include any 3,material ~~2025,~~information wewith ~~issued~~respect ~~10,000 shares of common stock~~ to athe ~~consultant~~plan atof adistribution ~~value~~not ofpreviously ~~$2.50~~disclosed ~~per~~in ~~share~~the toregistration astatement ~~consultant.~~or ~~Such~~any ~~issuance~~material ~~was~~change ~~exempt~~to ~~from~~such ~~registration~~information ~~under~~in ~~4(a)(2) of~~ the ~~Securities~~registration ~~Act and Regulation D promulgated thereunder.~~statement;

IIprovided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-2effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

~~The~~(2) That, ~~Private~~for ~~Placement~~the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and ~~Consent~~the ~~Agreement~~offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~On June 14, 2023, in the initial closing of a private placement~~ (~~the “Private Placement”~~3), To ~~we sold an aggregate of (i) 9,229~~remove ~~shares~~from ~~our~~registration ~~Series A-1~~by ~~Preferred~~means ~~Stock, initially convertible into an aggregate~~ of ~~1,054,745 shares of common stock at~~ a ~~conversion price~~post-effective ofamendment ~~$8.75~~any ~~(subject to adjustment in certain circumstances), (ii) 2,950 shares~~ of ~~Series A-2 Convertible Preferred Stock (~~the ~~“Series A-2~~securities ~~Preferred~~being ~~Stock”),~~registered ~~initially~~which ~~convertible~~remain ~~into~~unsold ~~an aggregate of 337,182 shares of common stock~~ at athe ~~conversion~~termination ~~price~~ of ~~$8.75~~the ~~(subject to adjustment in certain circumstances), (iii) Class A Warrants to purchase up to an aggregate of 1,391,927 shares of common stock at an exercise price $8~~offering.75 per share (subject to adjustment in certain circumstances) and (iv) Class B Warrants to purchase up to an aggregate of 798,396 shares of common stock at an exercise price of $0.35 per share (subject to adjustment in certain circumstances) for aggregate gross proceeds of $12.2 million. The purchase price per share of Series A-1 Preferred Stock or Series A-2 Preferred Stock and accompanying warrants was $1,000.

~~On June 22, 2023~~ (~~the “Second Closing Date”~~5) That, for in the ~~final~~purpose ~~closing~~ of ~~the~~determining ~~Private~~liability ~~Placement,~~under wethe ~~sold~~Securities anAct ~~aggregate of (i) 1,870.36596 shares of Series A-1 Preferred Stock, initially convertible into an aggregate of 213,759 shares of common stock at a conversion price of $8.75 (subject~~ to ~~adjustment~~any in certain circumstances), (ii) 100 shares of Series A-2 Convertible Preferred Stock, initially convertible into an aggregate of 11,431 shares of common stock at a conversion price of $8.75 (subject to adjustment in certain circumstances) and (iii) Class A Warrants to purchase up to an aggregate of 225,190 shares of common stock at an exercise price $8.75 per share (subject to adjustment in certain circumstances) for aggregate gross proceeds of approximately $1.97 million. The purchase price per share of Series A-1 Preferred Stock or Series A-2 Convertible Preferred Stock and accompanying warrants was $1,000.purchaser:

On(i)   Each ~~the~~prospectus ~~Second~~filed ~~Closing~~by ~~Date,~~the weregistrant ~~issued~~pursuant to ~~the Placement Agents or their designees warrants~~ Rule 424(~~the~~b)(3) shall ~~“2023~~be ~~Placement~~deemed ~~Agent Warrants”)~~ to ~~purchase~~ upbe ~~127,551~~part ~~shares~~ of ~~common~~the ~~stock.~~registration ~~The~~statement ~~2023~~as ~~Placement Agent Warrants have exercise price~~ of ~~$8.75~~the ~~per~~date ~~share.~~the filed ~~The~~prospectus ~~2023~~was ~~Placement Agent~~deemed ~~Warrants~~part ~~will~~of ~~expire~~and ~~five years~~included ~~from~~in the ~~Initial~~registration ~~Closing~~statement; ~~Date.~~and

~~On January 26,~~(ii)  Each ~~2024,~~prospectus werequired ~~entered~~to ~~into~~be afiled ~~Consent,~~pursuant ~~Conversion~~to ~~and~~Rule 424(b)(2), ~~Amendment~~(b)(5), ~~Agreement~~or (~~the~~b)(7) as ~~“2023~~part ~~Consent~~of ~~Agreement”)~~a ~~with~~registration ~~each~~statement ~~holder~~in ~~of the~~reliance ~~Series~~on Rule ~~A-1~~430B ~~Preferred~~relating ~~Stock. Pursuant~~ to ~~the~~an ~~2023~~offering ~~Consent~~made ~~Agreement,~~pursuant ~~each~~to ~~holder of Series~~Rule A-415(a)(1)(i), ~~Preferred Stock converted~~(vii), ~~subject to~~or ~~the~~(x) for ~~terms and conditions of~~ the ~~2023~~purpose ~~Consent Agreement, 90%~~ of ~~its~~providing ~~Series A-1~~the information ~~Preferred~~required ~~Stock~~by Section 10(~~the “Conversion Commitment”~~a) ~~into shares~~ of ~~common~~the ~~stock,~~Securities ~~except~~Act asshall ~~provided~~be ~~below~~deemed ~~for~~to ~~the~~be ~~Exchanging~~part ~~Holders~~of ~~(as~~and ~~defined~~included ~~below).~~in ~~Pursuant to~~ the ~~2023~~registration ~~Consent Agreement,~~statement inas ~~the~~of ~~event~~ the ~~conversion~~earlier of ~~all of~~ the ~~Series A-1~~date ~~Preferred~~such ~~Stock~~form ~~held~~of byprospectus ais ~~holder~~first ~~would~~used ~~have~~after ~~resulted~~effectiveness inor ~~such~~the ~~Holder~~date ~~acquiring shares~~ of ~~common~~the ~~stock~~first incontract ~~excess~~ of ~~its~~sale ~~Beneficial~~of ~~Ownership~~securities in ~~Limitation~~the ~~(as~~offering ~~defined~~described in the ~~Purchase~~prospectus. ~~Agreement)~~As ~~(an~~provided ~~“Exchanging~~in ~~Holder”)~~Rule 430B, ~~such~~ ~~Exchanging~~for ~~Holder~~liability ~~agreed~~purposes ~~to (i) convert its shares~~ of ~~Series A-1~~the ~~Preferred~~issuer ~~Stock~~and ~~subject~~any toperson ~~its~~that ~~Conversion Commitment into~~is ~~shares~~at ofthat ~~common~~date ~~stock~~an ~~up to its Beneficial Ownership Limitation~~underwriter, ~~and~~such ~~(ii) exchange~~date ~~all~~shall ofbe ~~its~~deemed ~~remaining shares of Series A-1 Preferred Stock subject~~ to ~~its~~be ~~Conversion~~a ~~Commitment~~new ~~for~~effective ~~Class C~~date ~~Warrants~~of ~~covering~~ the ~~shares~~registration ofstatement ~~common~~relating ~~stock that would have been issued~~ to ~~such Holder but for~~ the ~~Beneficial~~securities in ~~Ownership Limitation (~~the ~~“Series A-1~~registration ~~Exchange”).~~statement ~~The~~to ~~Class C~~which ~~Warrants have~~that anprospectus ~~exercise price of $0.0001~~relates, ~~became exercisable upon issuance~~ and ~~will~~the ~~expire~~offering ~~when~~of ~~exercised~~such insecurities ~~full.~~at ~~The~~that ~~Class C~~time ~~Warrants may~~shall be ~~exercised~~deemed ~~for~~to ~~cash~~be the orinitial onbona afide ~~cashless~~offering ~~basis~~thereof. atProvided, ~~the~~however, ~~election~~that ofno ~~the~~statement ~~Exchanging~~made ~~Holder.~~in ~~The~~a ~~Class C~~registration ~~Warrants~~statement ~~may~~or ~~not be exercised~~prospectus tothat ~~the~~is ~~extent~~part ~~that~~of the ~~Exchanging~~registration ~~Holder,~~statement ~~together~~or ~~with~~made ~~its~~in ~~affiliates,~~a ~~would~~document ~~beneficially~~incorporated ~~own~~or ~~more~~deemed ~~than~~incorporated ~~4.99%~~by ~~(or,~~reference atinto the ~~election of~~registration ~~the~~statement ~~Exchanging~~or ~~Holder,~~prospectus ~~9.99%) of common stock immediately after exercise, except~~ that ~~upon~~is atpart ~~least~~of ~~61 days’ prior notice from~~ the ~~Exchanging~~registration ~~Holder~~statement ~~to the Company~~will, ~~the~~as ~~holder~~to ~~may~~a ~~increase~~purchaser ~~the~~with ~~beneficial~~a ~~ownership~~time ~~limitation~~of tocontract ~~up to 9.99%~~ of ~~the~~sale ~~number~~prior ofto ~~shares~~such ofeffective ~~common~~date, ~~stock~~supersede ~~outstanding~~or ~~immediately~~modify ~~after~~any ~~giving~~statement ~~effect~~that towas ~~the~~made ~~exercise.~~in ~~Under~~ the ~~2023~~registration ~~Consent~~statement ~~Agreement,~~or weprospectus ~~issued~~that ~~(i) 412,293 shares~~was ofpart ~~common stock and (ii) Class C Warrants to purchase up to 726,344 shares~~ of ~~common stock upon~~ the ~~conversion~~registration statement or ~~exchange of~~made anin ~~aggregate~~any ofsuch ~~9,963~~document ~~shares~~immediately ofprior ~~Series A-1~~to ~~Preferred~~such ~~Stock~~effective date.

The Private Placement and related transactions and the transactions contemplated by the 2023 Consent Agreement were exempt from registration under Section 4(a)(2) of the Securities Act (or Rule 506(b) of Regulation D) as not involving any public offering.II-6

~~II-3~~(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~The~~(i)  Any ~~Offerings~~preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

~~Release~~(ii)  Any ~~Agreement~~free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

~~On December 17, 2024, we entered into a General Release with The Hewlett Fund LP~~ (~~“The Hewlett Fund”~~iii) ~~pursuant to which~~  The portion ~~Hewlett Fund has agreed on its own behalf and on behalf~~ of ~~certain of its related parties to release us and certain of our related parties from~~ any ~~claims,~~other ~~including~~free ~~claims~~writing ~~arising~~prospectus ~~out~~relating ofto the ~~transactions~~offering ~~contemplated~~containing bymaterial ~~the~~information ~~Purchase~~about ~~Agreement, effective as of~~ the ~~Effective~~ ~~Time,~~undersigned ~~in exchange for the Release Warrants. The Release Warrants have an exercise price of $0.0001,~~registrant ~~became~~or ~~exercisable~~its ~~upon~~securities ~~issuance~~provided ~~and~~by ~~will expire when exercised in full. The Release Warrants may be exercised for cash~~ or on abehalf ~~cashless basis~~of at the ~~election~~undersigned ofregistrant; ~~The Hewlett Fund.~~and

~~The~~(iv) Any other ~~Release~~communication ~~Warrants~~that ~~and~~is ~~the~~an ~~shares~~offer ~~of common stock exercisable thereunder were offered and sold without registration under the Securities Act~~ in ~~reliance on~~ the ~~exemptions~~offering ~~provided~~made by ~~Section 4(a)(2) of~~ the ~~Securities~~undersigned ~~Act~~registrant ~~and/or~~to ~~Regulation~~the ~~D promulgated thereunder~~purchaser.

~~Registered~~(b) The undersigned registrant ~~Direct~~hereby ~~Offering~~undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, ~~Concurrent~~where ~~Private~~applicable, ~~Placement~~each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~On December 18, 2024, we entered into a securities purchase agreement with certain institutional investors~~ (~~the~~c) Insofar ~~“RD~~as ~~Purchasers”),~~indemnification ~~pursuant~~for toliabilities ~~which~~arising weunder ~~issued and sold to~~ the RDSecurities ~~Purchasers:~~Act ~~(i) in~~may abe ~~registered~~permitted ~~direct~~to ~~public offering 1~~directors,~~449,997~~ ~~shares~~officers ~~of common stock~~ and ~~(ii) in~~controlling apersons ~~concurrent~~of ~~private~~the ~~placement~~registrant ~~Class D Purchase Warrants~~ pursuant to ~~purchase~~the upforegoing ~~to 1~~provisions,~~449,997~~ ~~shares~~or ofotherwise, ~~common~~the ~~stock (“RD~~registrant ~~Offering”).~~has ~~The~~been ~~purchase~~advised ~~price~~that ~~for~~in ~~each~~the ~~share~~opinion of ~~Common Stock sold in~~ the RDSEC ~~Offering~~such ~~was~~indemnification ~~$3.00.~~is ~~The RD Offering closed~~against onpublic ~~December 20,~~policy ~~2024.~~as ~~The~~expressed ~~Class D~~in ~~Warrants~~the ~~have~~Securities anAct ~~exercise~~and ~~price of $3.00~~is, ~~became exercisable upon issuance and will expire on December 31~~therefore, ~~2025~~unenforceable. IfIn at the ~~time~~event ofthat ~~exercise~~a ~~more~~claim ~~than~~for ~~six~~indemnification ~~months~~against such ~~after~~liabilities ~~the~~(other ~~issuance~~than ~~date~~the ~~there~~payment isby ~~no effective registration statement registering, or~~ the ~~prospectus~~registrant ~~contained~~of ~~therein~~expenses isincurred ~~not~~or ~~available~~paid ~~for~~by ~~the~~a ~~resale~~director, officer or ~~other~~controlling ~~disposition~~person of ~~the shares of common~~ ~~stock underlying~~ the ~~Class D~~registrant ~~Warrants,~~in ~~then~~ the ~~Class D~~successful ~~Warrants~~defense ~~may~~of ~~also~~any ~~be exercised~~action, insuit ~~whole~~ or inproceeding) ~~part,~~is atasserted ~~such time~~ by ~~means~~ ofsuch ~~a cashless exercise~~director, inofficer ~~which~~or ~~case~~controlling ~~the~~person in ~~holder~~connection ~~would~~with ~~receive upon such exercise~~ the ~~net~~securities ~~number~~being ofregistered, ~~shares of common stock determined according to~~ the ~~formula~~registrant ~~set~~will, ~~forth~~unless in the ~~Class D~~opinion ~~Warrant.~~of ~~Due~~its tocounsel the ~~short-term~~matter ~~nature~~has ofbeen ~~the~~settled by ~~Class D~~controlling ~~Warrants~~precedent, asubmit ~~holder~~to ~~whose exercise~~a court of ~~Class D~~appropriate ~~Warrants~~jurisdiction ~~would~~the ~~result~~question inwhether ~~its~~such ~~beneficial~~indemnification ~~ownership~~by ~~exceeding~~it ~~the~~is ~~applicable~~against ~~beneficial ownership limitation will~~public ~~have~~policy ~~the~~as ~~right~~expressed toin ~~receive pre-funded warrants upon~~ the ~~exercise~~Securities ofAct ~~its~~and ~~Class D~~will ~~Warrants~~be ~~for~~governed by the ~~amount~~final adjudication of such ~~excess~~issue.

(d) The ~~Class D~~ ~~Warrants~~undersigned ~~issued~~registrant hereby undertakes to ~~the~~file RDan ~~Purchasers~~application infor the RDpurpose ~~Offering~~of ~~were~~determining ~~issued~~the ~~and~~eligibility ~~sold~~of ~~without~~the ~~registration~~trustee to act under subsection (a) of Section 310 of the ~~Securities~~Trust Indenture Act, in ~~reliance~~accordance onwith the ~~exemptions~~rules and ~~provided~~regulations prescribed by the Commission under Section 4305(ab)(2) of the ~~Securities~~Trust ~~Act~~Indenture ~~and/or Regulation D promulgated thereunder~~Act.

~~Private Placement~~II-7

Concurrently with the RD Purchaser Offering, we entered into a securities purchase agreement with certain institutional investors (the “PIPE Investors”), pursuant to which the Company agreed to issue and sell to the PIPE Investors in a private placement (the “PIPE” and together with the RD Offering, the “Offerings”): (i) 169,784 shares of common stock, (ii) Pre-Funded Warrants to purchase up to 930,215 shares of common stock, and (iii) Class D Warrants to purchase up to 1,099,999 shares of common stock. The purchase price for each share of common stock sold in the PIPE was $3.00. The purchase price for each Pre-Funded Warrant sold in the PIPE was $2.9999. The PIPE closed on December 20, 2024. The Pre-Funded Warrants have an exercise price of $0.0001, became exercisable upon issuance and will expire when exercised in full. The Pre-Funded Warrants may be exercised on a cashless basis pursuant to which the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Pre-Funded Warrant.SIGNATURES

IIPursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-41 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manchester, Great Britain, the United Kingdom, on April 17, 2026.

~~The securities issued to the PIPE Investors in the PIPE were issued and sold without registration under the Securities Act~~SMARTKEM, inINC. ~~reliance~~By: ~~on the~~/s/ ~~exemptions~~Ian ~~provided~~Jenks byIan ~~Section 4(a)(2) of~~Jenks ~~the~~Chief ~~Securities~~Executive ~~Act and/or Regulation D promulgated thereunder.~~Officer

~~Placement Agent~~POWER ~~Compensation~~OF ATTORNEY

~~Craig-Hallum~~We, ~~Capital~~the ~~Group~~undersigned ~~LLC (the~~officers and ~~“Placement~~directors ~~Agent”)~~of ~~acted~~SmartKem, Inc., ashereby ~~the~~severally ~~placement~~constitute ~~agent~~and appoint Barbra C. Keck, our true and lawful attorney-in-fact ~~connection~~and agent, with ~~the Offerings.~~full Onpower ~~December 18,~~of ~~2024~~substitution and resubstitution, wefor us and ~~the~~in ~~Placement~~our ~~Agent~~stead, ~~entered~~in ~~into~~any aand ~~Placement~~all ~~Agency~~capacities, ~~Agreement~~to ~~(the~~sign ~~“Placement~~any ~~Agency~~and all amendments ~~Agreement”)~~(including ~~with~~post-effective ~~respect~~amendments) to ~~the~~this ~~Offerings.~~Registration ~~Pursuant~~Statement and all documents relating thereto, and to file the ~~Placement~~same, ~~Agency~~with ~~Agreement~~all exhibits thereto, and another ~~engagement~~documents ~~letter~~in connection therewith, ~~dated~~with ~~October 1~~the Securities and Exchange Commission, granting unto said attorney-in-fact ~~2024,~~and byagent full power and ~~between~~authority usto do and ~~the~~perform ~~Placement~~each ~~Agent,~~and weevery ~~issued~~act and thing necessary or advisable to ~~the~~be ~~Placement~~done ~~Agent~~in ~~Placement~~and ~~Agent~~about ~~Warrants~~the premises, as fully to ~~purchase~~all upintents toand ~~127,499~~purposes ~~shares of~~as ~~common~~he ~~stock~~might ~~with~~or ancould ~~exercise~~do ~~price~~in ~~per~~person, ~~share~~hereby ofratifying ~~$3.00.~~and ~~The~~confirming ~~Placement~~all ~~Agent~~that ~~Warrants~~said ~~will~~attorney-in-fact and ~~expire~~agent onor ~~December 18~~his substitute or substitutes, ~~2029~~may lawfully do or cause to be done by virtue thereof.

~~The Placement~~WITNESS ~~Agent~~our ~~Warrants~~hands and ~~the shares of~~ common ~~stock exercisable thereunder were offered and sold without registration under the Securities~~ ~~Act~~seal ~~in reliance~~ on the ~~exemptions~~dates ~~provided~~set byforth ~~Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder~~below.

~~Item~~Pursuant ~~16.~~to ~~Exhibits~~the requirements of the Securities Act of 1933, as amended, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

Exhibit No.	Description
Signature		Title	Date
2.1*	Share Exchange Agreement, dated as of February 23, 2021, among the Registrant, SmartKem Limited and the shareholders of SmartKem Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
/s/ Ian Jenks		Chairman of the Board, Chief Executive Officer and President	April 17, 2026
3.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended to date (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
Ian Jenks		(Principal Executive Officer)
3.2	Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
/s/ Barbra C. Keck		Chief Financial Officer	April 17, 2026
4.1	Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
Barbra C. Keck		(Principal Financial and Accounting Officer)
4.2	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
/s/ Klaas de Boer		Director	April 17, 2026
4.3	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
Klaas de Boer
4.5	Form of Class A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
/s/ Steven DenBaars, Ph.D.		Director	April 17, 2026
4.6	Form of Class B Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
Steven DenBaars, Ph.D.
4.7	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
/s/ Melisa Denis		Director	April 17, 2026
4.8	Form of Class C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
Melisa Denis
4.9	Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
/s/ Sriram Peruvemba		Director	April 17, 2026
Sriram Peruvemba

II-58

4.10	Form of Class D Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
5.1†	Opinion of Lowenstein Sandler LLP
10.1#	2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.2#	U.K. Tax Advantaged Sub-Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.3*	Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.4#	Employment Agreement, dated as of February 23, 2021, by and between the Registrant and Ian Jenks (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.5#	Employment Agreement, dated as of February 23, 2021, by and between SmartKem Limited and Simon Ogier (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.6#	Consultancy Agreement, dated as of February 23, 2021, by and between SmartKem Limited and B Brown Consultants Ltd. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.7	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.8	Form of Pre-Exchange Indemnity Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.9	Letter Agreement, dated as of February 23, 2021, among the Registrant and Octopus Titan VCT plc and certain related parties (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on February 24, 2021)
10.10	Subscription Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022)

II-6

10.11	Registration Rights Agreement, dated January 27, 2022, by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2022)
10.12* **	Renewal Lease by Reference of Lease of The Whole of the 8th Floor, Hexagon Tower, Manchester, M9 8GP, dated April 12, 2022, between AG Hexagon BV and SmartKem Limited (incorporated by reference to Exhibit 10.3 on the Company’s Quarterly Report on Form 10-Q filed on May 13, 2022)
10.13#	Employment Agreement, dated as of December 14, 2022, by and between the Registrant and Barbra Keck (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 30, 2023)
10.14	Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
10.15	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 15, 2023)
10.16*	Technical Service Agreement, dated July 1, 2023, by and between SmartKem Limited and Industrial Technology Research Institute (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 filed on July 24, 2023)
10.17#	Amendment to the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023)
10.18	Form of Consent Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
10.19	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 29, 2024)
10.20	Framework Supply Agreement, dated March 22, 2024, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on March 27, 2024)
10.21*	Joint Development Agreement, dated July 26, 2024, by and between SmartKem Limited and Shanghai Chip Foundation Semiconductor Technology Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2024)
10.22**	Collaboration Agreement, dated November 19, 2024, by and between SmartKem Limited and AUO (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2024)
10.23**	Collaboration Agreement, dated December 2, 2024, by and between SmartKem Limited and Flexible Integrated Circuits, SL (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2024)

II-7

10.24	Consent and Amendment Agreement, dated December 17, 2024, by and among SmartKem, Inc. and the holders party thereto(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2024)
10.25	General Release, dated December 17, 2024, by and between SmartKem, Inc. and Hewlett Fund LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2024)
10.26	Placement Agency Agreement, dated December 18, 2024, by and between SmartKem, Inc. and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.27	Form of Securities Purchase Agreement, dated December 18, 2024, by and among SmartKem, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.28	Form of Securities Purchase Agreement, dated December 18, 2024, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.29	Form of Registration Rights Agreement, dated December 18, 2024, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 20, 2024)
10.30#	Employment Agreement, dated as of March 10, 2025, by and between SmartKem Limited and Jonathan Watkins (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2025)
10.31**	Letter of Variation, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
10.32*	License of Office Space, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2023)
23.1†	Consent of Marcum LLP, independent register public accounting firm
23.2†	Consent of Lowenstein Sandler LLP (included in Exhibit 5.1)
24.1†	Power of Attorney (included on the signature page)

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.

† Filed herewith.

# Indicates management contract or compensatory plan.

** Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is of the type the registrant customarily and actually treats as private or confidential. The Registrant hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits to the SEC on a confidential basis upon request.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (b)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

(f) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Manchester, Great Britain, the United Kingdom on April 8, 2025.

SMARTKEM, INC. By: /s/ Ian Jenks Ian Jenks Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of SmartKem, Inc., hereby severally constitute and appoint Ian Jenks and Barbra C. Keck, and each of them singly (with full power to each of them to act alone), to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated:

Person	Capacity	Date
/s/ Ian Jenks	Chief Executive Officer and Director
Ian Jenks	(Principal Executive Officer)	April 8, 2025
/s/ Barbra C. Keck	Chief Financial Officer
Barbra C. Keck	(Principal Financial and Accounting Officer)	April 8, 2025
/s/ Klaas de Boer
Klaas de Boer	Director	April 8, 2025
/s/ Steven DenBaars
Steven DenBaars	Director	April 8, 2025
/s/ Sri Peruvemba
Sri Peruvemba	Director	April 8, 2025
/s/ Melisa Denis
Melisa Denis	Director	April 8, 2025

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Filing Compare · SmartKem, Inc.