What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-08 compared with 2025-03-31 · 109 added, 183 removed, 504 unchanged (37% of the section changed)

7 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

As of the end of the year covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act.

Based upon, and as of the date of this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2024, were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Report, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

As of the end of the year covered by this Report, we were unable to carry out an independent evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act.

As a result, and as of the date of this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

Material Weakness in Internal Control Over Financial Reporting

In connection with the preparation of the financial statements for the year ended December 31, 2025 a material weakness in the Company’s internal control over financial reporting was identified relating to the lack of an independent review and assessment of our internal control environment.

The December 31, 2025 financial statements contained in this Form 10-K reflect the appropriate accounting for this period and no prior financial statements were impacted.

Changes in Internal Control over Financial Reporting

In connection with the preparation of our financial statements for the first quarter of 2024, a material weakness in our internal control over financial reporting was identified relating to the complex financial reporting and accounting associated with the Consent, Conversion and Amendment Agreement the Company entered into on January 26, 2024, a non-cash item .

None of the Company’s filed financial statements were impacted.

Management implemented measures designed to ensure that the control deficiency contributing to the material weakness was remediated, such that the controls are designed, implemented, and operating effectively.

The remediation actions included the implementation of an additional step in the valuation process used to work with external consultants to review all equity-related activity and events that may have occurred since the prior fair value calculations were performed.

Additionally, the Company’s move to Nasdaq has facilitated a change in its approach to the stock price input used in its fair value models.

Rather than using a calculated stock price in these models, the Company now uses the quoted

stock price thereby reducing subjectivity and judgment in the fair value models and equity-based compensation calculations.

Other than the changes to remediate the material weaknesses noted above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for nonaccelerated filers and emerging growth companies from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act.

Due to fiscal constraints during the year ended December 31, 2025 we were not able to fund an independent assessment of our internal control environment.

With the recent financing activities discussed in Note 15 Subsequent Events, we will immediately reinstitute the independent evaluation of our internal control environment .

Other Information .

3 unchanged sentences

Directors, Executive Officers and Corporate Governance

The following table sets forth the names, positions and ages of our executive officers and directors as of March 31, 2025:

The following table sets forth the names, positions and ages of our executive officers and directors as of April 7, 2026:

Chairman of the Board, Chief Executive Officer and President

2 unchanged sentences

Chief Financial Officer

Beverley Brown, Ph.D.

Chief Scientist

Simon Ogier, Ph.D.

33 unchanged sentences

Keck served as the chief financial officer of Deverra Therapeutics, Inc., a developer of cell therapies.

From January 2009 until May 2020, she held positions of increasing responsibility at Delcath Systems, Inc., an interventional oncology company, starting as controller and ultimately becoming a senior vice president in March 2015 and chief financial

officer in February 2017.

Keck received an M.B.A.

in Accountancy from Baruch College and a Bachelor of Music in Music Education from the University of Dayton.

We believe that Ms.

Keck’s significant management experience, including as our Chief Financial Officer, qualifies her to serve on our board of directors.

Beverley Brown, Ph.D.

has served as our Chief Scientist since July 2014.

She provides services to us through her consulting company, B Brown Consultants Ltd.

Prior to joining our company, she held a number of research and development positions with increasing responsibilities at Imperial Chemical Industries Ltd., Zeneca Group PLC and at the Avecia Group PLC.

She formed BAB Consultants Ltd in 2006 and for approximately eight years provided consulting services to a number of chemical companies, as well as to the U.K.

government and CPI.

Brown has worked in the field of organic semiconductor technology and in the area of printable electronics for almost 20 years.

Brown holds a Ph.D.

in Organic Chemistry from the University of Glasgow.

Simon Ogier, Ph.D.

35 unchanged sentences

Denis has served as a member of the Board of Regents and chair of the audit committee for the University of North Texas System since January 2020, an advisory board member of Women Corporate Directors since 2011, and a board member of Enactus, a global non-profit, since 2019.

Certified Public Accountant and received her degree in accounting and her Bachelor of Science and Master of Science from the University of North Texas.

Denis is a Certified Public Accountant and received her degree in accounting and her Bachelor of Science and Master of Science from the University of North Texas.

Sriram Peruvemba has served as a member of our board of directors since July 2023.

11 unchanged sentences

Peruvemba has a B.S.

College of Engineering, Bangalore, an M.B.A.

Engineering, Bangalore, an M.B.A.

from Barton School of Business, WSU and a post-graduate diploma in management from Indira Gandhi National University.

6 unchanged sentences

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Director Independence

91 unchanged sentences

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common shares to file reports with the SEC regarding their share ownership and changes in their ownership of our common shares.

Based on our records and representations from our directors and executive officers, we believe that all Section 16(a) filing requirements applicable to our directors and executive officers were complied with during the fiscal year ended December 31, 2024, except for the following:

due to administrative error, Klaas de Boer filed a late Form 4 on June 5, 2024 to report the automatic conversion of shares of Series A-2 Preferred Stock held by his spouse into shares of common stock on May 30, 2024.

Executive Compensation

Summary Compensation Table

The following table shows the compensation awarded to or earned by our principal executive officer during the fiscal year ended December 31, 2024 and December 31, 2023, our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2024 and December 31, 2023, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an

executive officer as of December 31, 2024.

The following table shows the compensation awarded to or earned by our principal executive officer during the fiscal year ended December 31, 2025 and December 31, 2024, our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2025 and December 31, 2024, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2025.

The persons listed in the following table are referred to herein as the “named executive officers.”

5 unchanged sentences

Chief Technology Officer

Jonathan Watkins

Chief Operating Officer

(1) The amounts reported represent the aggregate grant-date fair value of the stock awards awarded to the named executive officer, calculated in accordance with ASC 718.

11 unchanged sentences

Employment and Change in Control Agreements

Ian Jenks Employment Agreement

We have entered into an employment agreement with Mr.

15 unchanged sentences

Jenks’ annual target bonus percentage to 50% of his base salary from 30% of his base salary.

On September 3, 2025, the Company and Mr.

Jenks entered into an amendment (the “Amendment”) to the Employment Agreement, dated February 2, 2021, between the Company and Mr.

Jenks (the “Employment Agreement”).

The Amendment increases Mr.

Jenks’s cash severance entitlement from six (6) months of base salary to twelve (12) months of base salary if his employment is terminated by the Company without “Cause” or if he resigns for “Good Reason,” as those terms are defined in the Employment Agreement.

The Amendment was approved by the Compensation Committee on September 3, 2025.

Barbra Keck Employment Agreement

On March 29, 2023, we entered into an employment agreement with Ms.

14 unchanged sentences

Keck’s salary was increased to $350,000.

Jonathan Watkins Employment Agreement

On March 10, 2025, the Company appointed Jonathan Watkins as its Chief Operating Officer.

In connection with Mr.

Watkins’ appointment, the Company’s wholly-owned subsidiary, SmartKem Limited (“SKL”), entered into an employment agreement with Mr.

Watkins dated March 10, 2025 (the “Watkins Employment Agreement”).

Under the Employment Agreement, Mr.

Watkins will receive an annual base salary of $257,000 and will be entitled to a discretionary bonus in an amount determined by the Board of Directors of SKL.

The Employment Agreement provides for an unspecified term of employment, which may be terminated by either the Company or Mr.

Watkins on no less than three months’ prior written notice (the “Notice Period”);

provided, that SKL will have the right to terminate Mr.

Watkins’ employment at any time in which event Mr.

Watkins will be entitled to receive a payment of an amount equal to his base salary for the Notice Period, less required withholdings.

Under certain circumstances, SKL may terminate Mr.

Watkins’ employment immediately without liability.

SKL will also have the option to place Mr.

Watkins on Garden Leave (as defined in the Employment Agreement) at any time for a period not to exceed the Notice Period.

Watkins is subject to customary non-compete and non-solicit provisions.

The Employment Agreement also contains customary confidentiality and assignment of invention provisions.

Simon Ogier Employment Agreement

We entered into a service agreement with Dr.

7 unchanged sentences

On February 28, 2025, the compensation committee approved one-time bonuses to Mr.

Brown and Mr.

Keck, and Mr.

Ogier, in amounts equal to $150,000, $99,041, and $31,618, respectively.

On July 31, 2024, the compensation committee approved one-time bonuses to Ms.

Brown and Mr.

Ogier, each equal to $32,110.

On June 14, 2024, the compensation committee approved one-time bonuses to Mr.

Jenks and Ms.

Keck in amounts equal to $26,767 and $45,000, respectively, in light of their significant contributions to our uplisting to Nasdaq.

On September 6, 2023, the compensation committee approved one-time bonuses (the “2023 Bonuses”) to Mr.

Jenks and Ms.

Keck in amounts equal to $100,000 and $75,000, respectively.

Fifty percent of the 2023 Bonuses were paid upon approval, and the remaining 50% were paid upon the listing of the shares of the Company’s common stock on Nasdaq

Outstanding Equity Awards as of December 31, 2025

5 unchanged sentences

Simon Ogier, Ph.D.

Jonathan Watkins

(1) The expiration date shown is the normal expiration date and the latest date that options may be exercised subject to certain extraordinary events.

2 unchanged sentences

Director Name

Compensation (5)

Klaas de Boer (1)

10 unchanged sentences

Denis was 66,381.

All board of directors were paid for the first quarter of 2025;

the remaining three quarters have been accrued.

Non-Employee Director Compensation

9 unchanged sentences

Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.

As required by SEC rules, the following table presents information regarding awards issued to our Named Executive Officers in fiscal year 2024 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

Percentage Change in the Closing Market Price of the

Securities Underlying the Award Between the Trading

Day Ending Immediately Prior to the Disclosure of

Material Nonpublic Information and the Trading Day

Exercise Price

Beginning Immediately Following the Disclosure of

of the Award (1)

Material Nonpublic Information

(1) The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the named executive officer, calculated in accordance with Accounting Standards Codification 718.

Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

21 unchanged sentences

(2) In accordance with the “evergreen” provision in our 2021 Plan, an additional 65,000 shares were automatically made available for issuance on the first day of 2025, which represents the maximum number of shares that can be added to the plan as a result of the evergreen provision.

(3) Additional 800,000 shares were approved at the Annual Meeting of Shareholders on May 28, 2025.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2025, by:

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 7, 2026, by:

● each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of our common stock;

4 unchanged sentences

Except as indicated in the footnotes below, and subject to applicable community property laws, we believe, based on the information furnished to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The percentage of beneficial ownership is based on 3,620,217 shares of our common stock outstanding as of March 31, 2025.

In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of our common stock as to which such person or entity has the right to acquire within 60 days of March 31, 2025, through the exercise of any option or other right.

The percentage of beneficial ownership is based on 21,202,911 shares of our common stock outstanding as of April 7, 2026.

In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of our common stock as to which such person or entity has the right to acquire within 60 days of April 7, 2026, through the exercise of any option or other right.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

2 unchanged sentences

5% Stockholders:

Octopus Investments Limited (1)

Orin Hirschman (1)

The Hewlett Fund, LP (3)

Five Narrow Lane (4)

MYDA Advisors (5)

Laurence Lytton (6)

Strategic Capital Advisors, Ltd.

Executive Officers and Directors:

2 unchanged sentences

Barbra Keck (5)

Beverley Brown (9)

Simon Ogier (6)

5 unchanged sentences

* Less than 1%

Based upon information contained in a Schedule 13D/A filed Octopus Titan VCT Plc and Octopus Investments Nominees Limited (collectively, the “Octopus Funds”) on January 21, 2025 and other information known to the Company Consists of 211,895 shares of our common stock held by Octopus Titan VCT Plc and 1,707 shares of our common stock held by.

Octopus Investments Limited (“Octopus”) is the sole manager of each of the Octopus Funds.

Through Octopus's position with Octopus Funds, Octopus is deemed to control the voting and disposition of the shares of our common stock held by the Octopus Funds.

Octopus disclaims beneficial ownership of the shares of our common stock held by the Octopus Funds except to the extent of its pecuniary interest therein.

The address of Octopus Titan VCT Plc, Octopus Investments Nominees Limited and Octopus Investments Limited is 33 Holburn, London ECIN 2HT.

Based upon information contained in a Schedule 13G/A filed by AIGH Capital Management, LLC (“AIGH CM”) and Mr.

Orin Hirschman on February 4, 2025 and other information known to the Company.

Orin Hirschman on January 30, 2026 and other information known to the Company.

Consists of shares of our common stock held by AIGH Investment Partners, L.P.

(“AIGH LP”), WVP Emerging Manger Onshore Fund, LLC (“WVP”) and by AIGH Investment Partners, LLC (“AIGH LLC”).

Excludes, after giving effect to the 9.99% beneficial ownership blockers, shares of common stock issuable upon the conversion of Series A-1 Preferred Stock and the exercise of certain warrants.

Excludes, after giving effect to the 9.99% beneficial ownership blockers, shares of common stock issuable upon the exercise of certain warrants.

Hirschman is the managing member of AIGH CM, which is an advisor or sub-advisor with respect to the securities held by AIGH LP and WVP, and president of AIGH LLC.

2 unchanged sentences

Hirschman, AIGH CM, AIGH LP, WVP and AIGH LLC is 6006 Berkeley Ave., Baltimore, MD 21209.

Based upon information known to the Company.

Excludes, after giving effect to the 9.99% beneficial ownership blockers, shares of common stock issuable upon the conversion of Series A-1 Preferred Stock and the exercise of certain warrants.

The address of the Hewlett Fund LP is 100 Merrick Road, Suite 400W, Rockville Centre, NY 11570.

Based upon information contained in a Schedule 13G filed by Five Narrow Lane LP on February 1, 2024 and other information known to the Company.

Excludes, after giving effect to the 9.99% beneficial ownership blockers, shares of common stock issuable upon the conversion of Series A-1 Preferred Stock and the exercise of certain warrants.

The address of Five Narrow Lane LP is 510 Madison Avenue, Suite 1400, New York, NY 10022.

Based upon information contained in a Schedule 13G filed by MYDA Advisors LLC, MYDA Capital GP, LLC, MYDA Advantage, L.P.

and Jason Lieber on December 27, 2024 and other information known to the Company.

Excludes, after giving effect to the 4.99% beneficial ownership blockers, shares of common stock issuable upon the exercise of certain warrants.

The address of MYDA Advisors LLC, MYDA Capital GP, LLC, MYDA Advantage, L.P.

and Jason Lieber is 1067 Broadway, Suite A, Woodmere, NY 11598.

Based upon information contained in a Schedule 13G filed by Laurence W.

Lytton on December 24, 2024 and other information known to the Company.

Excludes, after giving effect to the 4.99% beneficial ownership blockers, shares of common stock issuable upon the exercise of certain warrants.

The address of Laurence W.

Lytton is 467 Central Park West, New York, NY 10025.

Based upon the Company’s records, shares of our common stock held by Strategic Capital Advisors.

The address of Strategic Capital Advisors is Old Ford Bay Town Center, Unit 7, Building 2, Nassau NP.

Includes 10,511 shares of our common stock held and options to acquire 312,858 shares of our common stock exercisable within 60 days of March 31, 2025.

Includes of 100 shares of our common stock held and options to acquire 49,247 shares of our common stock exercisable within 60 days of March 31, 2025 .

Includes 672 shares of our common stock held by B Brown Consultants Ltd and options to acquire 31,558 shares of our common stock exercisable within 60 days of March 31, 2025 , held by Dr.

Brown exercises dispositive and voting power over the securities owned by B Brown Consultants Ltd.

Includes options to acquire 68,617 shares of our common stock exercisable within 60 days of March 31, 2025.

Includes 100 shares of our common stock held and options to acquire 153,601 shares of our common stock exercisable within 60 days of March 31, 2025.

Includes 5,760 shares of our common stock held and options to acquire 26,469 shares of our common stock exercisable within 60 days of March 31, 2025.

Includes (i) 11,430 shares of our common stock held by Mr.

de Boer’s spouse in our private placement that closed in February 2021, (ii) options to acquire 8,948 shares of our common stock exercisable within 60 days

of March 31, 2025, (iii) 5,715 shares of common stock issuable upon exercise of certain warrants held by Mr.

de Boer’s spouse in our private placement that closed in February 2021, (ii) options to acquire 37,078 shares of our common stock exercisable within 60 days of March 31, 2025, (iii) 5,715 shares of common stock issuable upon exercise of certain warrants held by Mr.

de Boer’s spouse and (iv) 100 shares of common stock held by Mr.

14 unchanged sentences

Watkins’ appointment as our Chief Operating Officer on March 10, 2025, we paid DITEVEN $67,364.

June 2023 PIPE and Conversion Agreement

On June 14, 2023, we and certain investors entered into a securities purchase agreement (the “Purchase Agreement”) pursuant to which we sold an aggregate of (i) 9,229 shares of Series A-1 Convertible Preferred Stock at a price of $1,000 per share (the “Series A-1 Preferred Stock”), (ii) 2,950 shares of the Company’s Series A-2 Convertible Preferred Stock at a price of $1,000 per share (“Series A-2 Preferred Stock” and together with the Series A-1 Preferred Stock, the “Preferred Stock”), (iii) Class A Warrants to purchase up to an aggregate of 1,391,927 shares of common stock (the “Class A Warrant”), and (iv) Class B Warrants to purchase up to an aggregate of 798,396 shares of common stock (the “Class B Warrant” and together with the Class A Warrant, the “Warrants”) for aggregate gross proceeds of $12.2 million (the “June 2023 PIPE”).

On June 22, 2023 (the “Second Closing Date”), in a second closing of the June 2023 PIPE, we sold an aggregate of (i) 1,870.36596 Series A-1 Preferred Stock, (ii) 100 shares of Series A-2 Preferred Stock, and (iii) Class A Warrants to purchase up to an aggregate of 225,190 shares of common stock pursuant to the Purchase Agreement for aggregate gross proceeds of $2.0 million.

In addition, 8,572 Class B Warrants were issued in lieu of cash payments for consulting services related to the offering.

Each Class A Warrant has an exercise price of $8.75 and each Class B Warrant has an exercise price of $0.35, both subject to adjustments in accordance with the terms of the Warrants.

The Warrants expire five years from the issuance date.

In connection with the June 2023 PIPE, we entered into a Registration Rights Agreement (the “2023 Registration Rights Agreement”) pursuant to which we agreed to register for resale (i) the Conversion Shares, (ii) the Class A Warrant Shares, (iii) any additional shares of common stock issued and issuable in connection with any anti-dilution

provisions in the Preferred Stock or the Class A Warrants, (iv) any shares of common stock issued in lieu of cash dividends on the Series A-1 Preferred Stock and (v) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (together, the “ 2023 Registrable Securities”).

Under the terms of the 2023 Registration Rights Agreement, the Company is required to file a registration statement with the SEC covering the resale of the Conversion Shares and the Series A Warrant Shares on or before the 45-day anniversary of the earlier of (x) the Second Closing Date and (y) the Offering Termination Date and to use its commercially reasonable efforts to cause such registration statement to declared effective by the SEC by the 135-day anniversary of the of the earlier of (x) the Second Closing Date and (y) the Offering Termination Date and to keep such registration statement continuously effective until the date that all 2023 Registrable Securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

The Company will be obligated to pay certain liquidated damages to the Purchasers if the Company fails to file such registration statement when required, fails to cause such registration statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of such registration statement pursuant to the terms of the Registration Rights Agreement.

The 2023 Registration Rights Agreement also provides the Purchasers with “piggy-back” registration rights in certain circumstances if there is not an effective registration statement covering all of the Registerable Securities.

On January 26, 2024, we entered into a Consent, Conversion and Amendment Agreement (the “Consent Agreement”) with each holder of the Series A-1 Preferred Stock.

Pursuant to the Consent Agreement, each holder of Series A-1 Preferred Stock converted, subject to the terms and conditions of the Consent Agreement, 90% of its Series A-1 Preferred Stock (the “Conversion Commitment”) into shares of common stock, except as provided below for the Exchanging Holders (as defined below).

Pursuant to the Consent Agreement, in the event the conversion of all of the Series A-1 Preferred Stock held by a Holder would have resulted in such Holder acquiring shares of common stock in excess of its Beneficial Ownership Limitation (as defined in the Purchase Agreement) (an “Exchanging Holder”), such Exchanging Holder agreed to (i) convert its shares of Series A-1 Preferred Stock subject to its Conversion Commitment into shares of common stock up to its Beneficial Ownership Limitation, and (ii) exchange all of its remaining shares of Series A-1 Preferred Stock subject to its Conversion Commitment for Class C warrants (each a “Class C Warrant”) covering the shares of common stock that would have been issued to such Holder but for the Beneficial Ownership Limitation (the “Exchange”).

The Class C Warrants have an exercise price of $0.0001, were exercisable upon issuance and will expire when exercised in full.

The Class C Warrants may be exercised for cash or on a cashless basis at the election of the Exchanging Holder.

The Class C Warrants may not be exercised to the extent that the Exchanging Holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the Exchanging Holder, 9.99%) of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the Exchanging Holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

Under the Consent Agreement, we issued (i) 412,293 shares of common stock and (ii) Class C Warrants to purchase up to 726,344 shares of common stock upon the conversion or exchange of an aggregate of 9,963 shares of Series A-1 Preferred Stock.

In connection with the Consent Agreement, on January 26, 2024, we and the Holders entered into a Registration Rights Agreement (the “2024 Registration Rights Agreement”) pursuant to which the Company agreed to register for resale (i) the shares of common stock issuable upon exercise of the Class B Warrants and Class C Warrants (ii) any additional shares of common stock issued and issuable in connection with any anti-dilution provisions in the Class B Warrants and the Class C Warrants, and (iii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (together, the “2024 Registrable Securities”).

Under the terms of the 2024 Registration Rights Agreement, the Company is required to file a registration statement with the SEC covering the resale of the 2024 Registrable Securities on or before the earlier of (x) the 45th day following the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2023 and (y) April 11, 2024, to use its commercially reasonable efforts to cause such registration statement to declared effective by the SEC by the 60-day anniversary of the filing date (or the 75-day anniversary of the filing date in the case of a “full review” by the SEC), and to keep such registration statement continuously effective until the date that all 2024 Registrable Securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the

requirement for the Company to be in compliance with the current public information requirement under Rule 144.

The Company will be obligated to pay certain liquidated damages to the Holders if the Company fails to file such registration statement when required, fails to cause such registration statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of such registration statement pursuant to the terms of the 2024 Registration Rights Agreement.

The 2024 Registration Rights Agreement also provides the Holders with “piggy-back” registration rights in certain circumstances if there is not an effective registration statement covering all of the Registerable Securities.

Orin Hirschman and his affiliates, The Hewlett Fund, LP and Five Narrow Lane, all of whom are beneficial holders of more than 5% of our capital stock, participated in the June 2023 PIPE.

Orin Hirschman and his affiliates purchased 5,029 shares of Series A-1 Preferred Stock, Series A Warrants to purchase 574,744 shares of common stock and Series B Warrants to purchase 596,800 shares of common stock in the June 2023 PIPE for $5.0 million.

The Hewlett Fund purchased 2,500 shares of Series A-1 Preferred Stock, Series A Warrants to purchase 285,715 shares of common stock and Series B Warrants to purchase 160,000 shares of common stock in the June 2023 PIPE for $2.5 million.

Five Narrow Lane purchased 1,200 shares of Series A-1 Preferred Stock, and Series A Warrants to purchase 137,143 shares of common stock in the June 2023 PIPE for $1.2 million.

In connection with the June 2023 PIPE, we also issued The Hewlett Fund, LP additional Series B Warrants to purchase 42,858 shares of common stock pursuant to a consulting agreement.

Orin Hirschman and his affiliates, The Hewlett Fund, LP and Five Narrow Lane were also parties to the Consent Agreement and the 2024 Registration Rights Agreement.

In connection with the Consent Agreement, we issued to Orin Hirschman and his affiliates Class C Warrants to purchase 469,201 shares of common stock and The Hewlett Fund Class C Warrants to purchase 257,143 shares of common stock.

2024 Offering and Related Transactions

On December 17, 2024, we entered into a Consent and Amendment Agreement (the “2024 Consent Agreement”) with certain holders of securities issued in the June 2023 PIPE pursuant to which, among other things, such holders agreed to (i) amend certain of the terms of the Purchase Agreement and (ii) amend and restate certain of the provisions of the Series A-1 Preferred Stock, effective immediately prior to the closing of a “Qualified Offering” (as defined in the 2024 Consent Agreement) (the “Effective Time”).

Orin Hirschman and his affiliates, and Five Narrow Lane, all of whom are beneficial holders of more than 5% of our capital stock, are parties to the 2024 Consent Agreement.

In connection with the transactions contemplated by the 2024 Consent Agreement , we entered into a General Release (the “Release”) with the Hewlett Fund LP pursuant to which the Hewlett Fund LP 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, including claims arising out of the transactions contemplated by the Purchase Agreement, effective as of the Effective Time, in exchange for Class C Warrants to purchase 750,000 shares of common stock.

On December 18, 2024, we entered into a securities purchase agreement (the “RD Purchase Agreement”) with certain institutional investors (each, an “RD Purchaser” and, collectively, the “RD Purchasers”), pursuant to which we agreed to issue and sell to the RD Purchasers:

(i) in a registered direct public offering (the “Public Offering”) 1,449,997 shares of common stock;

and (ii) in a concurrent private placement (the “RD Purchaser Private Placement” and, together with the Public Offering, the “RD Purchaser Offering”) Class D Common Stock Purchase Warrants (the “Class D Warrants”) to purchase up to 1,449,997 shares of common stock.

The purchase price for each share of common stock sold in the Public Offering was $3.00.

Concurrently with the RD Purchaser Offering, we entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with certain institutional investors (each, a “PIPE Investor” and, collectively, the “PIPE Investors”), pursuant to which we agreed to issue and sell to the PIPE Investors in a private placement (the “Private Placement” and together with the RD Purchase Offering, the “2024 Offering’)):

(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 Private Placement was $3.00.

The purchase price for each Pre-funded Warrant sold in the

Private Placement was $2.9999.

The 2024 Offering constituted a Qualified Offering under the 2024 Consent Agreement .

The Pre-funded Warrants were exercisable immediately and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

Each Pre-funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share of common stock.

The Class D Warrants have an exercise price of $3.00 per share of common stock.

The Class D Warrants were exercisable upon issuance and expire on December 31, 2025.

In connection with the 2024 Consent Agreement, the Release and the 2024 Offering, we entered into a registration rights agreement (the “2024 Registration Rights Agreement”) with the RD Purchasers, the PIPE Investors, the Consenting Holders, the Hewlett Fund LP and Craig-Hallum Capital Group LLC pursuant to which we agreed to file one or more registration statements on Form S-1 covering the resale or other disposition of:

(i) shares of common stock purchased in the Private Placement;

(ii) shares of common stock issuable upon the exercise of the warrants issued and sold in the 2024 Offering;

(iii) the additional shares of common stock that became issuable upon the conversion of the Series A-1 Preferred Stock as a result of the terms of the Second Amended and Restated Certificate of Designation for the Series A-1 Preferred Stock (including shares of common stock issuable upon the exercise of Pre-funded Warrants that may become issuable upon the conversion of the Series A-1 Preferred Stock);

(iv) shares of common stock issuable upon the exercise of Class C Warrants issued to the Hewlett Fund LP pursuant to the Release and (v) shares of common stock issuable upon the exercise of the Placement Agent Warrants issued to Craig-Hallum Capital Group LLC in connection with the 2024 Offering (collectively, the “Registrable Securities”).

In the Registration Rights Agreement, we have, among other things, agreed to:

(i) file an initial registration statement covering the Registrable Securities no later than the earlier of (A) April 25, 2025 and (B) the 10th day after the filing of this 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 we 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 2024 Registration Rights Agreement, we will become subject to liquidated damages calculated as provided in the 2024 Registration Rights Agreement.

Orin Hirschman and his affiliates, The Hewlett Fund, LP, Five Narrow Lane, Lytton-Kambara Foundation and MYDA Advisors LLC all of whom are beneficial holders of more than 5% of our capital stock, participated in the 2024 Offering.

Orin Hirschman and his affiliates purchased 169,784 shares of common stock, Pre-funded Warrants to purchase 730,216 shares of common stock and Class D Warrants to purchase 900,000 shares of common stock in the Private Placement.

The Hewlett Fund, LP purchased (i) 200,000 shares and Class D Warrants to purchase 200,000 shares of common stock in the RD Purchaser Offering and (ii) Pre-funded Warrants to purchase 116,666 shares of common stock and Class D Warrants to purchase 116,666 shares of common stock in the Private Placement.

Five Narrow Lane purchased 166,666 shares and Class D Warrants to purchase 166,666 shares of common stock in the RD Purchaser Offering.

Lytton-Kambara Foundation purchased (i) 333,333 shares and Class D Warrants to purchase 333,333 shares of common stock in the RD Purchaser Offering and (ii) Pre-funded Warrants to purchase 83,333 shares of common stock and Class D Warrants to purchase 83,333 shares of common stock in the Private Placement.

MYDA Advisors LLC purchased 333,333 shares and Class D Warrants to purchase 333,333 shares of common stock in the RD Purchaser Offering.

Orin Hirschman and his affiliates, The Hewlett Fund, LP, Five Narrow Lane, Lytton-Kambara Foundation and MYDA Advisors LLC are parties to the 2024 Registration Rights Agreement.

2026 Debt Conversion Agreement

On February 5, 2026, we entered into a debt conversion agreement with SmartKem Limited, a wholly owned subsidiary of the Company, and a creditor (the “Creditor”), pursuant to which we agreed to issue to the Creditor (i) 385,130 shares of the Company’s common stock, par value $0.0001 per share , at an ascribed price of $2.75 per share and (ii) pre-funded warrants to purchase 348,260 shares of Common Stock in satisfaction of approximately $2,016,821 owed to the Creditor by SmartKem Limited.

Policies and Procedures for Related Party Transactions

employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest (collectively “related parties”), are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the Audit Committee or, in certain circumstances, the chairman of the Audit Committee.

Our board of directors has adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest (collectively “related parties”), are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the Audit Committee or, in certain circumstances, the chairman of the Audit Committee.

Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our Audit Committee, or in certain circumstances the chairman of our Audit Committee, for review, consideration and approval.

11 unchanged sentences

Principal Accountant Fees and Services

The following table summarizes the fees paid for professional services rendered by Marcum, LLP, our independent registered public accounting firm, for each of the last fiscal years:

The following table summarizes the fees paid for professional services rendered by CBIZ, CPAs P.C.

for 2025 and Marcum, LLP for 2024, our independent registered public accounting firm, for each of the last fiscal years:

For the Years End December 31,

1 unchanged sentence

All other fees

Represents fees, including out of pocket expenses, for professional services provided in connection with the audit of our annual financial statements, the review of our quarterly financial statements, accounting consultations or advice on accounting matters necessary for the rendering of an opinion on our financial statements, services provided in connection with the offerings of our securities and audit services provided in connection with other statutory or regulatory filings.

on accounting matters necessary for the rendering of an opinion on our financial statements, services provided in connection with the offerings of our securities and audit services provided in connection with other statutory or regulatory filings.

Procedures for Approval of Fees

14 unchanged sentences

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)

Amended and Restated Certificate of Incorporation of the Registrant, as amended to date

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)

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)

2 unchanged sentences

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)

Description of Securities

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)

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 unchanged sentences

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)

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)

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)

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)

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)

34 unchanged sentences

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)

Letter of Variation, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited

License of Office Space, dated March 28, 2025, by and between SmartKem Limited and CPI Innovation Services Limited

Insider Trading Policy

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

Letter to Securities and Exchange Commission from Marcum LLP dated April 22, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on April 22, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)

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)

Consent of Marcum LLP, independent register public accounting firm (Marcum LLP, New York, USA, PCAOB ID # 688)

Consent of Marcum LLP, independent registered public accounting firm (Marcum LLP, New York, USA, PCAOB ID # 688)

Consent of CBIZ CPAs L.P., independent registered public accounting firm (CBIZ CPAs L.P., New York, USA.

PCAOB ID #199)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incentive Compensation Repayment (Clawback) Policy

Incentive Compensation Repayment (Clawback) Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

15 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.

March 31, 2025

April 7, 2026

SMARTKEM, INC.

12 unchanged sentences

(Principal Executive Officer)

March 31, 2025

April 7, 2026

/s/ Barbra C.

1 unchanged sentence

(Principal Financial Officer and Principal Accounting Officer)

March 31, 2025

April 7, 2026

/s/ Klaas de Boer

Klaas de Boer

March 31, 2025

April 7, 2026

/s/ Steven DenBaars

Steven DenBaars

March 31, 2025

April 7, 2026

/s/ Sri Peruvemba

Sri Peruvemba

March 31, 2025

April 7, 2026

/s/ Melisa Denis

March 31, 2025

April 7, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures