{"url_path":"/sec/smtk/8-k/2026-07-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1817760/0001104659-26-085121-index.html","accession_number":"0001104659-26-085121","cik":"0001817760","ticker":"SMTK","issuer_name":"SmartKem, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1817760/0001104659-26-085121-index.html","primary_entity_key":"0001817760","primary_entity_name":"SmartKem, Inc."},"word_count":378,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n** **\n\nAs previously announced:\n\n \n\n(1)       On\nMarch 30, 2026 at the initial closing, pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers\npurchased, in a private placement: (i) 11,411.5 shares of the Series A Preferred Stock, with a stated value of $1,000 per share, convertible\ninto shares of Common Stock and (ii) warrants to purchase up to 23,251,960 shares of Common Stock (the \"Warrants\"). Pursuant\nto the Preferred Stock Purchase Agreement, the Buyers have the right, severally, subject to the satisfaction of certain conditions, to\nrequire the Company to participate in one or more additional closings for the purchase of up to an aggregate of 10,000 additional shares\nof Series A Preferred Stock and Warrants (each such transaction, an “Additional Closing”).\n\n \n\n(2)      On\nJune 22, 2026, at an Additional Closing pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers\npurchased, in a private placement: 5,000 shares of the Series A Preferred Stock and 10,753,615 Warrants to purchase shares of Common Stock\nfor aggregate proceeds of approximately $4.0 million, paid in cash.\n\n \n\nOn July 16, 2026, at a subsequent\nAdditional Closing pursuant to the Preferred Stock Purchase Agreement, the Company issued and sold, and certain Buyers purchased, in a\nprivate placement: 1,250 shares of the Series A Preferred Stock and 2,688,404 Warrants to purchase shares of Common Stock for aggregate\nproceeds of approximately $1.0 million, paid in cash.\n\n \n\n \n\n \n\n \n\nAll such securities will not\nbe registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act\nand/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from\nregistration in entering into the Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing\nsuch securities based in part on representations made by the investors in the Securities Purchase Agreement. The securities may not be\noffered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current\nReport on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described\nherein."}