SmartKem, Inc. 8-K

What Happened
SmartKem, Inc. announced two material transactions in an 8-K filed June 26, 2026. On June 22, 2026 SmartKem funded an additional $2,500,000 convertible bridge loan to Ferrox Critical Minerals (the "Note"). On the same day SmartKem completed an Additional Closing under its March 30, 2026 Preferred Stock Purchase Agreement, issuing 5,000 shares of Series A convertible preferred stock and 10,753,615 warrants for approximately $4.0 million in cash.

Key Details

• Convertible promissory note to Ferrox: $2,500,000 principal; interest 5.0% per annum; maturity December 31, 2026; origination fee $200,000.
• Default terms: default management fee $4,500 per day and interest rate increases to 15% per annum upon an event of default.
• Conversion: SmartKem may convert the Note into Ferrox ordinary shares at the lower of (i) FMV per share as determined by an independent appraisal or (ii) an implied per-share value based on a Ferrox total equity value of $80,000,000 (fully diluted); conversion price subject to customary adjustments.
• Private placement Additional Closing (June 22, 2026): 5,000 Series A preferred shares + 10,753,615 warrants sold for ~ $4.0M cash. Securities issued in reliance on Section 4(a)(2)/Rule 506 (private placement).

Why It Matters
For investors, the filings show SmartKem is both deploying capital into a strategic partner/target (Ferrox) via a short-term convertible loan with equity conversion rights, and raising cash through a private preferred-stock and warrant sale. The $2.5M note gives SmartKem potential equity exposure to Ferrox if converted, plus protective rights (ROFR, exclusivity through Dec 31, 2026, and customary covenants). The ~$4.0M proceeds from the private placement strengthen SmartKem’s cash position but also create outstanding preferred shares and warrants that affect the company’s capital structure. These are financing and strategic-placement actions — not registered public offerings — and are subject to the specific conversion, fee and default terms disclosed in the filing.