SMTK / SmartKem, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT (this “Amendment”) is dated as of September 3, 2025 (the “Amendment Effective Date”) and amends that certain Employment Agreement, dated as of February 2, 2021 (the “Agreement”), by and between SmartKem Inc. (“Employer”) and Ian Jenks (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File N

Smartkem to Consider Strategic Alternatives

Exhibit 99.1 PRESS RELEASE Smartkem to Consider Strategic Alternatives MANCHESTER, England, Thursday, August 28, 2025 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, today announced that its Board of Directors has authorized management to consider and pursue strategic alternatives involving the Company. The review will inclu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 SmartKem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 SmartKem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 SmartKem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 SmartKem, Inc.

Smartkem Reports Second Quarter 2025 Financial Results

Exhibit 99.1 Smartkem Reports Second Quarter 2025 Financial Results Manchester, England – Tuesday, August 12, 2025 – Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, today provides a business update and reports its financial results for the three and six months ended June 30, 2025. Second quarter 2025 and recent highlights incl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Lease of The Whole of the 8th Floor, Hexagon Tower, Manchester, M9 8GP, dated May 22, 2025, between AG Hexagon BV and SmartKem Limited

‌Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[**].” DATED 22 May, 2025 AG HEXAGON B.V. AND SMARTKEM LIMITED LEASE of the whole of the 8th Floor, Hexagon Tower Delaunays Road, Blackley, Manchester, M9 SGQ TABLE OF CONTE

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 SmartKem, Inc.

Smartkem Announces Preliminary Joint Development Agreement with Manz Asia for Advanced Computer and AI Chip Packaging Solutions

Exhibit 99.1 PRESS RELEASE Smartkem Announces Preliminary Joint Development Agreement with Manz Asia for Advanced Computer and AI Chip Packaging Solutions Joint Development Agreement builds on ongoing collaboration with Manz Asia Manchester, England – Wednesday, July 9, 2025 – Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, to

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Letter of Variation, dated June 19, 2025, by and between SmartKem Limited and CPI Innovation Services Limited.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***] Smartkem Limited, Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester, M9 8GQ   18 June 2025 Dear Sirs, Lett

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2025 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Number

Letter of Variation, dated June 1, 2025, by and between SmartKem Limited and CPI Innovation Services Limited.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***] Smartkem Limited, Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester, M9 8GQ 28 May 2025 Dear Sirs, Letter

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Number

Amendment to the 2021 Equity Incentive Plan.

Exhibit 10.1 AMENDMENT TO THE SMARTKEM, INC. 2021 EQUITY INCENTIVE PLAN Dated: April 3, 2025 WHEREAS, the Board of Directors (the “Board”) of SmartKem, Inc., a Delaware corporation (the “Company”) heretofore established the SmartKem, Inc. 2021 Equity Inventive Plan, as amended by that certain Amendment to the Plan dated July 13, 2023 (as so amended, the “Plan”); WHEREAS, after giving effect to inc

Smartkem Reports First Quarter 2025 Financial Results

Exhibit 99.1 PRESS RELEASE Smartkem Reports First Quarter 2025 Financial Results Manchester, England – Wednesday, May 14, 2025 – Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, today provides a business update and reports its financial results for the three months ended March 31, 2025. Smartkem Chairman and CEO, Ian Jenks, com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

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

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARASOL INVESTMENTS CORPORATION Parasol Investments Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. This corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on May 13, 2020 u

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Number)

6,402,818 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286437 PROSPECTUS 6,402,818 Shares of Common Stock 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) 169,784 shares of our common sto

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K.

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K. May 5, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SmartKem, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-286437) Ladies and Gentlemen: In accordance with Rule 461 under

As filed with the Securities and Exchange Commission on April 29, 2025

As filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

John D. ("Jack") Hogoboom

John D. ("Jack") Hogoboom Partner 1251 Avenue of the Americas New York, New York 10020 T: (973) 597-2382 T: (646) 414-6846 M: (973) 960-8926 E: [email protected] April 28, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Thomas Jones Jay Ingram Re: SmartKem, Inc. Registration

As filed with the Securities and Exchange Commission on April 28, 2025

As filed with the Securities and Exchange Commission on April 28, 2025 Registration No.

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

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)

Exhibit 16.1 April 22, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SmartKem, Inc. under Item 4.01 of its Form 8-K dated April 22, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of SmartKem, Inc. contained therein. Very

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 SmartKem, Inc.

As filed with the Securities and Exchange Commission on April 8, 2025

As filed with the Securities and Exchange Commission on April 8, 2025 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.0001

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 3, 2025 SmartKem, Inc.

Smartkem Reports Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 PRESS RELEASE Smartkem Reports Fourth Quarter and Full Year 2024 Financial Results Manchester, England – Tuesday, April 1, 2025 – Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, today provides a business update and reports financial results for the three and twelve months ended December 31, 2024. Smartkem Chairman

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 SmartKem, Inc.

Incentive Compensation Repayment (Clawback) Policy

Exhibit 97.1 SMARTKEM, INC. COMPENSATION RECOVERY POLICY (Adopted and approved on January 4, 2024) 1. Purpose SmartKem, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Poli

Insider Trading Policy

Adopted by the Board of Directors on March 18, 2025. Exhibit 19.1 SMARTKEM, INC. INSIDER TRADING POLICY INTRODUCTION As a public company, one of our important ethical duties is to protect and properly use nonpublic information acquired during our service with SmartKem, Inc. (together with its subsidiaries, “SmartKem” or the “Company”). This Insider Trading Policy (the “Policy”) provides detailed i

Exhibit 4.4 to our Annual Report on Form 10-K filed with the Commission on March 31, 2025

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of information concerning capital stock of SmartKem, Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our Certificate of Incorporation (defined below) and Bylaws (defined below) currently in effect. This summary does not purpo

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)

Exhibit 10.31 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [**] ‌ Smartkem Limited, Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester, M9 8GQ 25 March 2025 Dear Sirs, Let

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)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARASOL INVESTMENTS CORPORATION Parasol Investments Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. This corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on May 13, 2020 u

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)

Exhibit 10.32 Dated:25 March 2025 CPI INNOVATION SERVICES LIMITED And SMARTKEM LIMITED Licence of Office Space known as F-23 at The Neville Hamlin Building, Thomas Wright Way, NETPark, Sedgefield, TS21 3FG Contents ClausePage 1. Definitions and Interpretation‌2 2. Licence of Office Space‌6 3. Licensee's Obligations‌6 4. Term and Termination‌9 5. Notices‌9 6. Site Services‌10 7. No Warranties for U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-4211

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 SmartKem, Inc.

Smartkem Signs Memorandum of Understanding with RiTdisplay to Integrate Smartkem’s OTFT Process Into Its Gen2.5 Line

Exhibit 99.1 Smartkem Signs Memorandum of Understanding with RiTdisplay to Integrate Smartkem’s OTFT Process Into Its Gen2.5 Line Creation of a commercial pilot line at RiTdisplay is a significant step towards commercialization of Smartkem’s OTFT technology MANCHESTER, England, Mar. 24, 2025 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transist

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 SmartKem, Inc.

Smartkem Appoints Jonathan Watkins Chief Operating Officer

Exhibit 99.1 PRESS RELEASE Smartkem Appoints Jonathan Watkins Chief Operating Officer Experienced executive to lead global operations and strategic partnerships in drive to commercialize semiconductor technology MANCHESTER, England, Mar. 10, 2025 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics with a new class of transistor technology, announced that it has appointed

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)

Exhibit 10.1 DATED March 10, 2025 SMARTKEM Limited and JONATHAN WATKINS EMPLOYMENT CONTRACT THIS AGREEMENT is dated the 10th day of March 2025 BETWEEN: (1) SMARTKEM LIMITED incorporated and registered in England and Wales with company number 11065412 whose registered office is Manchester Technology Centre, Hexagon Tower, Delaunays Road, Blackley, Manchester, England, M9 8GQ (Company / we / us). (2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 SmartKem, Inc.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 SmartKem, Inc.

Smartkem Recaps 2024 Achievements and Sets 2025 Goals

Exhibit 99.1 PRESS RELEASE Smartkem Recaps 2024 Achievements and Sets 2025 Goals MANCHESTER, England, Jan. 14, 2025 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics using its disruptive organic thin-film transistors (OTFTs), recapped its key accomplishments for 2024 and set its goals 2025. CEO Statement Smartkem Chairman and Chief Executive Officer, Ian Jenks commente

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 SmartKem, Inc.

Smartkem Prices $7.65 Million Offering

Exhibit 99.1 PRESS RELEASE Smartkem Prices $7.65 Million Offering MANCHESTER, England, Dec. 18, 2024 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics using its disruptive organic thin-film transistors (OTFTs), announced that it has priced concurrent public and private offerings of its securities, including shares of its common stock and common stock equivalents, for a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 SmartKem, Inc.

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)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

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)

Exhibit 4.1 NEITHER THE OFFER AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXC

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock

Exhibit 3.1 SMARTKEM, INC. SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1. They are the Chief Executive Officer and Secretary, respectively, of SmartKem, Inc., a Delaware corpor

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)

Exhibit 1.1 SMARTKEM, INC. Placement Agency Agreement December 18, 2024 CRAIG-HALLUM CAPITAL GROUP LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), SmartKem, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to $4,349,991.00 of registered and unregistered securities of the Co

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)

Exhibit 4.2 NEITHER THE OFFER AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXC

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)

  Exhibit 10.3   REGISTRATION RIGHTS AGREEMENT   This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2024, by and between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the Holders signatory hereto.   The Company and each Holder hereby agree as follows:   1.            Definitions.   As used in this Agreement, the following terms s

Form of Placement Agent Warrant

Exhibit 4.3 NEITHER THE OFFER AND SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXC

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)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 SmartKem, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 SmartKem, Inc.

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)

Exhibit 10.1 CONSENT AND AMENDMENT AGREEMENT This Consent and Amendment Agreement (this “Agreement”) is dated as of December 17, 2024, among SmartKem, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto (including their respective successors and assigns, the “Consenting Holders”). WHEREAS, on June 14, 2023, the Company entered into a Securities

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)

Exhibit 10.2 GENERAL RELEASE This General Release (this “Release”), dated December 17, 2024, is made by and between SmartKem, In. (the “Company”), and the Hewlett Fund LP (the “Holder” and together with the Company, the “Parties”). 1. WHEREAS, the Company and the Holder are parties to (i) that certain Securities Purchase Agreement, dated June 14, 2024 (the “Purchase Agreement”) and (ii) that certa

1,449,997 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281608 PROSPECTUS SUPPLEMENT (To Prospectus dated August 22, 2024) 1,449,997 Shares of Common Stock We are offering 1,449,997 shares of our common stock at a price of $3.00 per share to investors (the “Purchasers”) pursuant to this prospectus supplement, the accompanying prospectus, and a securities purchase agreement with such investors (the “

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 SmartKem, Inc.

Certificate of Amendment to Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock

Exhibit 3.1 SMARTKEM, INC. CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1.                   They are the Chairman and Secretary, respectively, of SmartKem,

Consent Agreement, dated December 11, 2024, between the Company and the Consenting Holders

Exhibit 10.1 CONSENT AGREEMENT This Consent Agreement (this “Agreement”), dated as of December 11, 2024, is entered into among SmartKem, Inc., a Delaware corporation (the “Company”), and the Holders identified on the signature pages hereto (including their respective successors and assigns, the “Consenting Holders”). WHEREAS, as of the date hereof, the Company has issued and outstanding 856 shares

Smartkem Signs Multi-Year Agreement with FlexiIC to Develop a New Generation of CMOS for Smart Sensors

Exhibit 99.1 PRESS RELEASE Smartkem Signs Multi-Year Agreement with FlexiIC to Develop a New Generation of CMOS for Smart Sensors New project builds on ongoing collaboration to develop custom circuits using Smartkem’s organic transistor technology MANCHESTER, England, Dec. 4, 2024 - Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics using its disruptive organic thin-film

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)

Exhibit 10.1 ACUERDO DE COLABORACIÓN PARA LA CONSTITUCIÓN DE UN CONSORCIO EMPRESARIAL EN RELACIÓN AL PROGRAMA MULTIPAIS COLLABORATION AGREEMENT FOR THE CONSTITUTION OF A BUSINESS CONSORTIUM IN RELATION TO THE MULTI-COUNTRY PROGRAMME En Vic (Barcelona), a 16 de julio de 2024 In Vic (Barcelona), 16 July 2024 PARTES PARTS I. De una parte, FLEXIBLE INTEGRATED CIRCUITS, SL debidamente constituida confo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 SmartKem, Inc.

Smartkem and AUO Partner to Develop a New Generation of Rollable, Transparent MicroLED Displays

Exhibit 99.1 PRESS RELEASE Smartkem and AUO Partner to Develop a New Generation of Rollable, Transparent MicroLED Displays Collaboration marks the first microLED display product in development using Smartkem’s technology. MicroLED displays provide superior brightness, efficiency and lifespan compared to existing technology. Technology is expected to run on ITRI’s Gen 2.5 assembly line. MANCHESTER,

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)

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***] Collaboration Agreement (1) SmartKem Limited (2) AUO Dated 1st November 2024 Contents 1. Definitions and interpretation 3 2. The Project 6

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 SmartKem, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 SmartKem, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 SmartKem, Inc.

Smartkem Reports Third Quarter 2024 Financial Results

Exhibit 99.1 PRESS RELEASE Smartkem Reports Third Quarter 2024 Financial Results Manchester, England – Tuesday, November 12, 2024 – Smartkem (Nasdaq: SMTK), positioned to power the next generation of displays using its disruptive organic thin-film transistors (OTFTs), today provides a business update and reports financial results for the three and nine months ended September 30, 2024. Smartkem Cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

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)

Exhibit 10.1 (1) Limited; and (2) Chip Foundation Semiconductor Technology Co., Ltd. Joint Development Agreement (1)SmartKem Limited; and (2) Shanghai Chip Foundation Semiconductor Technology Co., Ltd. Dated 26-July 2024 Exhibit 10.1 This Agreement is made on 26 July 2024 Between (1)SmartKem Limited (company number: 06652152) whose registered office is at Manchester Technology Center Hexagon Tower

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 SmartKem, Inc.

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

SmartKem, Inc. Common Stock Preferred Stock Debt Securities Subscription Rights

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281608 PROSPECTUS SmartKem, Inc. $100,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants

August 20, 2024

August 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Form of Subordinated Note (included in Exhibit 4.5)

Exhibit 4.5 SMARTKEM, INC., as Issuer and ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between SMARTKEM, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d) 310(c) Ina

As filed with the Securities and Exchange Commission on August 16, 2024

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

Form of Senior Note (included in Exhibit 4.4)

Exhibit 4.4 SMARTKEM, INC., as Issuer and ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between SMARTKEM, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d) 310(c) Inapplica

SMARTKEM, INC. Condensed Consolidated Balance Sheets (in thousands, except number of shares and per share data)

Exhibit 99.1 PRESS RELEASE Smartkem Reports Second Quarter 2024 Financial Results Manchester, England – Monday, August 12, 2024 – Smartkem (Nasdaq: SMTK), a company that has the potential to power the next generation of displays using its disruptive organic thin-film transistors (OTFTs), today provides a business update and reports financial results for the three and six months ended June 30, 2024

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

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

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARASOL INVESTMENTS CORPORATION Parasol Investments Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. This corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on May 13, 2020 u

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2024 SmartKem, Inc.

SMARTKEM, INC. 792,239 Shares of Common Stock

PROSPECTUS Pursuant to Rule 424(b)(3) Registration No. 333-264182 SMARTKEM, INC. 792,239 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 792,239 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of (i) shares of common stock issued in connection with an exchange transaction pursu

SMARTKEM, INC. 2,363,127 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 SMARTKEM, INC. 2,363,127 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 2,363,127 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of: (i) shares of common stock issued or issuable upon exercise of our Seri

SMARTKEM, INC. 1,567,599 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278630 SMARTKEM, INC. 1,567,599 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 1,567,599 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of: (i) 841,255 shares of our common stock issued or issuable upon the exer

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

##END##

Exhibit 99.1 PRESS RELEASE Smartkem Announces Uplisting to Nasdaq Manchester, England – Thursday, May 30th, 2024 – Smartkem, Inc. (OTCQB: SMTK; NASDAQ: SMTK) (the “Company” or “Smartkem”), the developer of a new class of semiconductor polymer transistors with the potential to power the next generation of displays, announced today that the Company has received approval to list its common stock on t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42115 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 SMARTKEM, INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 SMARTKEM, INC. (Exact name of registrant as specified in its charter) Delaware 85-1083654 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Manches

2,507,889 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 Prospectus Supplement No. 1 Dated May 20, 2024 (To Prospectus Dated April 9, 2024) 2,507,889 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 9, 2024 (as supplemented to date, the “Prospectus”) with the following attached document which

796,526 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 Prospectus Supplement No. 1 Dated May 20, 2024 (To Prospectus Dated April 17, 2024) 796,526 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 17, 2024 (as supplemented to date, the “Prospectus”) with the following attached document which

1,567,599 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278630 Prospectus Supplement No. 1 Dated May 20, 2024 (To Prospectus Dated April 17, 2024) 1,567,599 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 17, 2024 (as supplemented to date, the “Prospectus”) with the following attached document whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56181 CUSIP NUMBER NOTIFICATION OF LATE FILING 83193D203 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨Transit

1,567,599 Shares of Common Stock

Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278630 1,567,599 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 1,567,599 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of: (i) 841,255 shares of our common stock issued or issuable upon the e

796,526 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 PROSPECTUS 796,526 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 796,526 common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of (i) shares of common stock issued in connection with an exchange transaction pursua

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K.

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K. April 15, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SmartKem, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-278630) Ladies and Gentlemen: In accordance with Rule 461 un

As filed with the Securities and Exchange Commission on April 11, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 11, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 11, 2024

As filed with the Securities and Exchange Commission on April 11, 2024 Registration No.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (2) Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.0001

2,507,889 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 PROSPECTUS 2,507,889 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 2,507,889 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of: (i) shares of common stock issued or issuable upon exercise of our S

As filed with the Securities and Exchange Commission on April 5, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 5, 2024 Registration No.

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Exhibit 99.1 Smartkem Reports Fourth Quarter and Full Year 2023 Financial Results Manchester, England – Thursday, March 28, 2024 – Smartkem (OTCQB: SMTK), the developer of a new class of semiconductor polymer transistors that have the capability of powering the next generation of displays, today provides a business update and reports financial results for the fourth quarter and full year ended Dec

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5618

Amended and Restated Certificate of Incorporation of the Registrant, as amended to date (incorporated by referenced to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2024)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARASOL INVESTMENTS CORPORATION Parasol Investments Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. This corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on May 13, 2020 u

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)

Exhibit 10.28 DATED CPI INNOVATION SERVICES LIMITED (1) and SMARTKEM LIMITED (2) FRAMEWORK SUPPLY AGREEMENT Exhibit 10.28 THIS AGREEMENT is made theday of2024 BETWEEN: (1) CPI INNOVATION SERVICES LIMITED (company number Co No: 05735040) a company incorporated in England whose registered office is at Wilton Centre, Wilton, Redcar TS10 4RF (CPIIS); and (2) SMARTKEM LIMITED (company number 06652152)

Exhibit 4.4

‌ ‌Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of information concerning capital stock of SmartKem, Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our Certificate of Incorporation (defined below) and Bylaws (defined below) currently in effect. This summary does not pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 SmartKem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File N

SMTK / SmartKem, Inc. / Tompkins Mark N. - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193643-13ga3tompsmartkem.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 3) Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires F

SMTK / SmartKem, Inc. / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 83193D203 (CUSIP Number) January 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

SMTK / SmartKem, Inc. / Five Narrow Lane LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) SMARTKEM, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 83193D203 (CUSIP Number) January 26, 2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock

Exhibit 3.1 SMARTKEM, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1.            They are the Chairman and Secretary, respectively, of SmartKem, Inc., a Delaware corporation (the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Nu

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)

Exhibit 10.1 CONSENT, CONVERSION AND AMENDMENT AGREEMENT This Consent, Conversion and Amendment Agreement (this “Agreement”) is dated as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and the Holders identified on Schedule A (including their respective successors and assigns, the “Consenting Holders”). WHEREAS, on June 14, 2023, the Company entered into a Secu

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)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the terms of the Consent, Con

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)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File N

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Exhibit 99.1 PRESS RELEASE SMARTKEM, INC. APPOINTS MELISA A. DENIS TO THE BOARD OF DIRECTORS Manchester, England – November 28, 2023 – SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that have the potential to drive the next generation of displays, today announced the appointment of Melisa A. Denis to the

Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock

Exhibit 3.3 SMARTKEM, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1.They are the President and Secretary, respectively, of SmartKem, Inc., a Delaware corporation (the “Corporation”). 2.The Corporatio

113,194,928 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 Prospectus Supplement No. 2 Dated November 13, 2023 (To Prospectus Dated July 28, 2023) 113,194,928 Shares of Common Stock This Prospectus Supplement No. 2 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated July 28, 2023 (as supplemented to date, the “Prospectus”) with the following attached document

29,583,442 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 Prospectus Supplement No. 3 Dated November 13, 2023 (To Prospectus Dated April 10, 2023) 29,583,442 Shares of Common Stock This Prospectus Supplement No. 3 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 10, 2023 (as supplemented to date, the “Prospectus”) with the following attached documen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

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

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARASOL INVESTMENTS CORPORATION Parasol Investments Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. This corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on May 13, 2020 u

Certificate of Correction to Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated September 19, 2023

Exhibit 3.2 CERTIFICATE OF CORRECTION TO CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMARTKEM, INC. (Under Section 103(f) of the General Corporation Law of the State of Delaware) The undersigned, being the Chief Financial Officer of SmartKem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby

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Exhibit 99.2 PRESS RELEASE SMARTKEM, INC. ANNOUNCES 1-for-35 REVERSE STOCK SPLIT - CORRECTION MANCHESTER, England, Sept. 19, 2023 - SmartKem, Inc. ("SmartKem" or the "Company") (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that will drive the next generation of displays, has announced that after further discussion wit

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated September 19, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMARTKEM, INC. SmartKem, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That a resolution was duly adopted on July 13, 2023, by the Board of Directors of the Corporation p

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Exhibit 99.1 PRESS RELEASE SMARTKEM, INC. ANNOUNCES 1-for-35 REVERSE STOCK SPLIT Manchester, England – September 19, 2023 – SmartKem, Inc. (“SmartKem” or the “Company”) (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that will drive the next generation of displays, has announced that it will proceed with a 1-for-35 reve

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Num

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)

Exhibit 10.1 AMENDMENT TO THE SMARTKEM, INC. 2021 EQUITY INCENTIVE PLAN Dated: July 13, 2023 WHEREAS, the Board of Directors (the “Board”) of SmartKem, Inc., a Delaware corporation (the “Company”) heretofore established the SmartKem, Inc. 2021 Equity Inventive Plan (the “Plan”); and WHEREAS, after giving effect to increases in accordance with the “evergreen” provisions of the Plan, the maximum num

29,583,442 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 Prospectus Supplement No. 2 Dated August 15, 2023 (To Prospectus Dated April 10, 2023) 29,583,442 Shares of Common Stock This Prospectus Supplement No. 2 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 10, 2023 (as supplemented to date, the “Prospectus”) with the following attached document

113,194,928 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 Prospectus Supplement No. 1 Dated August 15, 2023 (To Prospectus Dated July 28, 2023) 113,194,928 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated July 28, 2023 (as supplemented to date, the “Prospectus”) with the following attached document w

License of Office Space, dated May 31, 2023, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2023)

Exhibit 10.3 Dated: May 31, 2023 CPI INNOVATION SERVICES LIMITED And SMARTKEM LIMITED Licence of Office Space known as F-23 and M-07 at The Neville Hamlin Building, Thomas Wright Way, NETPark, Sedgefield, TS21 3FG Contents Clause Page 1. Definitions and Interpretation 2 2. Licence of Office Space 6 3. Licensee’s Obligations 6 4. Term and Termination 9 5. Notices 9 6. Site Services 10 7. No Warrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-

113,194,928 Shares of Common Stock

Table of Contents PROSPECTUS  Filed Pursuant to Rule 424(b)(3) Registration No. 333-273392 113,194,928 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 113,194,928 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of: (i) 44,397,464 shares of our common stock issuable upon the con

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K.

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K. July 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SmartKem, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-273392) Ladies and Gentlemen: In accordance with Rule 461 und

As filed with the Securities and Exchange Commission on July 24, 2023

Table of Contents As filed with the Securities and Exchange Commission on July 24, 2023 Registration No.

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.0001

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)

Exhibit 10.27 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [**]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. TECHNICAL SERVICE AGREEMENT By and Between Smartkem Limited And Industrial Technology Research Institute CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLU

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 13, 2023 SmartKem, Inc.

SRI PERUVEMBA JOINS SMARTKEM BOARD OF DIRECTORS

Exhibit 99.1 PRESS RELEASE SRI PERUVEMBA JOINS SMARTKEM BOARD OF DIRECTORS Manchester, England – July 18, 2023 – SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that can drive the next generation of displays, has today announced the appointment of Sri Peruvemba to its board of directors. SmartKem CEO and

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

SMARTKEM, INC. RECEIVES ADDITIONAL $2.0 MILLION IN FINAL CLOSING OF PRIVATE PLACEMENT

PRESS RELEASE Exhibit 99.1 SMARTKEM, INC. RECEIVES ADDITIONAL $2.0 MILLION IN FINAL CLOSING OF PRIVATE PLACEMENT Manchester, England – June 23, 2023 – SmartKem, Inc. (“SmartKem” or the “Company”) (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs), today announced that it had sold in the final closing of its previously-anno

Letter from BDO to the SEC

Exhibit 16.1 Tel: +44 (0)161 817 7500 Fax: +44 (0)161 817 7683 www.bdo.co.uk 3 Hardman Street Spinningfields Manchester M3 3AT Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 23 June 2023 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on June 20, 2023, to be filed by our former client, SmartKem, Inc. We agree with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 SmartKem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

SMARTKEM, INC. RECEIVES $12.2 MILLION IN INITIAL CLOSING OF PRIVATE PLACEMENT

Exhibit 99.1 PRESS RELEASE SMARTKEM, INC. RECEIVES $12.2 MILLION IN INITIAL CLOSING OF PRIVATE PLACEMENT Manchester, England – June 15, 2023 – SmartKem, Inc. (“SmartKem” or the “Company”) (OTCQB: SMTK), a company seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs), today announced that it had sold in a private placement an aggregate of (i) 9,229 sh

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)

EX-4.1 4 tm2318604d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO

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)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

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)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)

Exhibit 3.1 SMARTKEM, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1.            They are the President and Secretary, respectively, of SmartKem, Inc., a Delaware corporation (the “Corporation”). 2.  

Certificate of Designation of Preferences, Rights and Limitations of Series A-2 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2023)

Exhibit 3.2 SMARTKEM, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-2 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Ian Jenks and Barbra Keck, do hereby certify that: 1. They are the President and Secretary, respectively, of SmartKem, Inc., a Delaware corporation (the “Corporation”). 2. The Corporat

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)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreemen

29,583,442 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 264182 Prospectus Supplement No. 1 Dated May 16, 2023 (To Prospectus Dated April 10, 2023) 29,583,442 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 10, 2023 (as supplemented to date, the “Prospectus”) with the following attached document wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000

29,583,442 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-264182 PROSPECTUS 29,583,442 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 29,583,442 common stock, par value $0.0001 per share, of SmartKem, Inc., consisting of (i)shares of common stock issued in connection with an exchange transaction

As filed with the Securities and Exchange Commission on April 6, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 6, 2023 Registration No.

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)

EX-21.1 3 smtk-20221231xex21d1.htm EX-21.1 Exhibit 21.1 Subsidiaries of Registrant SmartKem Limited, a company incorporated under the laws of England and Wales

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5618

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)

Exhibit 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2023, by and between SmartKem Inc., a Delaware corporation (the “Company”), and Barbra Keck (“Executive”). W I T N E S S E T H: WHEREAS, the Executive has been serving as the Chief Financial Officer of the Company effective as of December 14, 2022 (the “Effective Time”); and WHE

SMTK / SmartKem, Inc. / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

SMTK / SmartKem, Inc. / Tompkins Mark N. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm235948d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of In

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (2) Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001

As filed with the Securities and Exchange Commission on February 3, 2023

As filed with the Securities and Exchange Commission on February 3, 2023 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission Fi

Offer Letter, effective December 14, 2022, by and between SmartKem, Inc. and Barbra Keck.

EX-10.1 2 smtk-20221214xex10d1.htm EX-10.1 Barbra Keck [**] Date: 6th December 2022 Dear Barbra, Re:Offer of Employment We are pleased to extend this offer to you to join SmartKem, Inc. (the “Company”) in the position of Chief Financial Officer. Your expected start date is no later than 1st January 2023. This letter is written to confirm the details of our offer to you. In order to be eligible for

28,588,848 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 1 Dated November 14, 2022 (To Prospectus Dated September 7, 2022) 28,588,848 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the ?Company?, ?we?, ?us?, or ?our?) dated September 7, 2022 (as supplemented to date, the ?Prospectus?) with the following attached d

1,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 Prospectus Supplement No. 1 Dated November 14, 2022 (To Prospectus Dated September 7, 2022) 1,000,000 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated September 7, 2022 (as supplemented to date, the “Prospectus”) with the following attached do

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission F

Service Agreement, dated September 19, 2022, by and between SmartKem Limited and Robert Bahns (incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed September 19, 2022)

19th September 2022 ? ? SMARTKEM LIMITED -and- Robert Bahns ? SERVICE AGREEMENT ? ? ? ? ? 11606961.

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PRESS RELEASE ? ? ? SMARTKEM, INC. APPOINTS NIGEL PRUE AS CHIEF ACCOUNTING OFFICER ? Manchester, England ? September 8, 2022 ? SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of electronics with a revolutionary semiconductor platform that enables a new generation of displays, sensors and logic, has today announced the new appointment of Nigel Prue as Chief Accounting Officer.

1,000,000 Shares of Common Stock

424B3 1 tm2224898-3424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-264182 PROSPECTUS 1,000,000 Shares of Common Stock This preliminary prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 1,000,000 shares of common stock, par value $0.0001 per share, of SmartKem, Inc. that were issued to the selling sto

28,588,848 Shares of Common Stock

424B3 1 tm2224898-4424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-254222 PROSPECTUS 28,588,848 Shares of Common Stock This preliminary prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 28,588,848 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., including (i) shares of our comm

Service Agreement, dated September 7, 2022, by and between SmartKem Limited and Nigel Prue. (incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed September 8, 2022)

EX-10.1 2 smtk-20220907xex10d1.htm EX-10.1 07.09.22 SMARTKEM LIMITED -and- NIGEL PRUE SERVICE AGREEMENT 11606961.6 INDEX OF CLAUSES 1. Interpretation‌2 2. Employment and Duties‌6 3. Period of Employment‌6 4. Duties of the Employee‌7 5. Hours of Work‌8 6. Place of Work‌9 7. Remuneration‌9 8. Pension and Other Benefits‌9 9. Expenses and Company Equipment‌9 10. Training‌10 11. Holidays‌10 12. Absence

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File N

As filed with the Securities and Exchange Commission on September 2, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

As filed with the Securities and Exchange Commission on September 2, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil

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

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

Contract Variation relating to the Framework Services Agreement, dated February 23, 2021, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 10-K/A filed on August 23, 2022)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 tm2223484-2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56181 CUSIP NUMBER NOTIFICATION OF LATE FILING 83193D104 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ T

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Num

Submission of Matters to a Vote of Security Holders

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56181 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Num

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tmb-20220630xdef14a.htm DEF 14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by

28,589,408 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 1 Dated May 13, 2022 (To Prospectus Dated April 11, 2022) 28,589,408 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 11, 2022 (as supplemented to date, the “Prospectus”) with the following attached document whi

1,000,000 Shares of Common Stock

424B3 1 tm2215375d1424b3.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-264182 Prospectus Supplement No. 1 Dated May 13, 2022 (To Prospectus Dated April 15, 2022) 1,000,000 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated April 15, 2022 (as supplemented to date, the “Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000

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)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

1,000,000 Shares of Common Stock

424B3 1 tm2211722-3424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-264182 PROSPECTUS 1,000,000 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 1,000,000 shares of common stock, par value $0.0001 per share, of SmartKem, Inc. that were issued to the selling stockholders in

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester M9 8GQ U.K.

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester M9 8GQ U.K. April 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SmartKem, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-264182) Ladies and Gentlemen: In accordance with Rule 461 und

28,589,408 Shares of Common Stock

424B3 1 tm2211724-3424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-254222 PROSPECTUS 28,589,408 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 28,589,408 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., including (i) shares of our common stock iss

As filed with the Securities and Exchange Commission on April 7, 2022

S-8 1 tm2211715d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 7, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1083654 (State or other jurisdiction of incorporation or

Filing Fee Table*

EX-FILING FEES 4 tm2211715d1fillingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (2) Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee R

As filed with the Securities and Exchange Commission on April 7, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 7, 2022 Registration No.

As filed with the Securities and Exchange Commission on April 7, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 7, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 smtk-20211231xexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SmartKem, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registrat

Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 28, 2022)

EX-4.4 2 tmb-20211231xex4d4.htm EX-4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of information concerning capital stock of SmartKem, Inc. (“us,” “our,” “we” or the “Company”) and certain provisions of our Certificate of Incorporation (defined below) and Bylaws (defined below) currently in effect.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Contract Variation relating to the Framework Services Agreement, dated February 23, 2021, by and between SmartKem Limited and CPI Innovation Services Limited (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 28, 2022)

EX-10.21 3 tmb-20211231xex10d21.htm EX-10.21 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “( ).” Strictly Private & Confidential Mr R Bahns Manchester Technology Center Hexagon Tower Blackley Manchester M9 8GQ 25 May 2021 Dear Mr Bah

SMTK / SmartKem, Inc. / Tompkins Mark N. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

SMTK / SmartKem, Inc. / Jacobs Ian Seth - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

SUBSCRIPTION AGREEMENT

EX-99.4 2 d60381dex994.htm EX-99.4 Exhibit 99.4 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”), dated as of January 27, 2022, has been entered into by and between the purchasers set forth on the Omnibus Signature Pages hereto (each a “Purchaser” and together, the “Purchasers”) and SmartKem, Inc., a Delaware corporation (the “Company”). R E C I T A L S A. The Company and the

REGISTRATION RIGHTS AGREEMENT

EX-99.5 3 d60381dex995.htm EX-99.5 Exhibit 99.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 27, 2022 among SmartKem, Inc., a Delaware corporation (the “Company”) and the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a

SMTK / SmartKem, Inc. / Octopus Investments Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SmartKem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83193D 104 (CUSIP Number) Octopus Investments Limited Octopus Titan VCT Plc 33 Holborn London EC1N 2HT, U.K. Attention: Stephen Anderson TEL: Stephen A

28,590,533 Shares of Common Stock

424B3 1 tm223815d3424b3.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 5 Dated January 27, 2022 (To Prospectus Dated March 24, 2021) 28,590,533 Shares of Common Stock This Prospectus Supplement No. 5 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated March 24, 2021 (as supplemented to date, the

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)

EX-10.1 2 tm223815d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”), dated as of January 27, 2022, has been entered into by and between the purchasers set forth on the Omnibus Signature Pages hereto (each a “Purchaser” and together, the “Purchasers”) and SmartKem, Inc., a Delaware corporation (the “Company”). R E C I T A L S A. The Company

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)

EX-10.2 3 tm223815d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 27, 2022 among SmartKem, Inc., a Delaware corporation (the “Company”) and the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto

SmartKem, Inc. Closes $2.0 Million Common Stock Private Placement

Exhibit 99.1 SmartKem, Inc. Closes $2.0 Million Common Stock Private Placement Manchester, England ? January 27, 2022 - SmartKem, Inc. (OTCQB: SMTK), a company seeking to reshape the world of electronics with a revolutionary semiconductor platform that enables a new generation of displays, sensors and logic, announced that it has consummated the sale of 1.0 million shares of its common stock to ve

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56036 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Nu

SMTK / SmartKem, Inc. / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SmartKem, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 83193D104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed ☐ Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

28,590,533 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 4 Dated November 12, 2021 (To Prospectus Dated March 24, 2021) 28,590,533 Shares of Common Stock This Prospectus Supplement No. 4 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated March 24, 2021 (as supplemented to date, the “Prospectus”) with the following attached documen

28,590,533 Shares of Common Stock

424B3 1 tm2124950d1424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 3 Dated August 13, 2021 (To Prospectus Dated March 24, 2021) 28,590,533 Shares of Common Stock This Prospectus Supplement No. 3 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated March 24, 2021 (as supplemented to date, the “Prospectus”) wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

28,590,533 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 2 Dated May 18, 2021 (To Prospectus Dated March 24, 2021) 28,590,533 Shares of Common Stock This Prospectus Supplement No. 2 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated March 24, 2021 (as supplemented to date, the “Prospectus”) with the following attached document whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000

- S-8

As filed with the Securities and Exchange Commission on March 31, 2021 Registration No.

28,590,533 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254222 Prospectus Supplement No. 1 Dated March 31, 2021 (To Prospectus Dated March 24, 2021) 28,590,533 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of SmartKem, Inc. (the “Company”, “we”, “us”, or “our”) dated March 24, 2021 (as supplemented to date, the “Prospectus”) with the following attached document w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56036 85-1083654 (State or Other Jurisdiction of Incorporation) (Commission File Numb

28,590,533 Shares of Common Stock

424B3 1 tm219093-6424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-254222 PROSPECTUS 28,590,533 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein of up to 28,590,533 shares of common stock, par value $0.0001 per share, of SmartKem, Inc., which includes (i) 12,725,000 shares of our c

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K.

SmartKem, Inc. Manchester Technology Center, Hexagon Tower Delaunays Road, Blackley Manchester, M9 8GQ U.K. March 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SmartKem, Inc. (the “Company”) Registration Statement on Form S-1, as amended (File No. 333-254222) Ladies and Gentlemen: In accordance with

- S-1/A

As filed with the Securities and Exchange Commission on March 19, 2021 File No. 333-254222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 3674 85-1083654 (State or other jurisdiction of incorporation or organizat

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement Report on Form S-1 (File No. 333-254222) filed on March 12, 2021)

Exhibit 21.1 Subsidiaries of Registrant SmartKem Limited, a company incorporated under the laws of England and Wales SmartKem Delaware, Inc., a company incorporated under the laws of the state of Delaware

Power of Attorney (included on the signature page hereto)

S-1 1 tm219093-1s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 12, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SmartKem, Inc. (Exact name of registrant as specified in its charter) Delaware 3674 85-1083654 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _)* SmartKem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 8

UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SmartKem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83193D 104 (CUSIP Number) Octopus Investments Limited Octopus Titan VCT Plc 33 Holborn London EC1N 2HT, U.K. Attention: Stephen Anderson TEL: Stephen An

Joint Filing Agreement

EX-99.1 2 d295901dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, $0.0001 par value