UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 25, 2023, SmartKem, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “2021 Plan Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), increasing the number of the shares of common stock, par value $0.0001 per share (“Common Stock”), reserved for issuance under the 2021 Plan from 4,376,571 shares to 26,008,708 shares. The Company’s Board of Directors (the “Board”) had previously approved the 2021 Plan Amendment, subject to stockholder approval.
The foregoing description of the 2021 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2023, at the Annual Meeting, the Company’s stockholders voted on the five proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 24, 2023 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
| 1. | The holders of the Common Stock elected each of Klaas de Boer and Sri Peruvemba as Class II directors of the Company to serve three-year terms expiring at the 2026 annual meeting and until their respective successors have been duly elected and qualified, or, if sooner, until their death, resignation or removal. The votes were cast with respect to this matter as follows: |
| Nominee | FOR | WITHHELD | BROKER NON-VOTES | |||
| Klaas de Boer | 18,636,815 | 1,215,100 | 1,946,509 | |||
| Sri Peruvemba | 18,636,815 | 1,215,100 | 1,946,509 |
| 2. | The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was approved by the holders of Common Stock based upon the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 21,438,324 | 359,900 | 200 | N/A |
| 3. | The proposal to adopt and approve an amendment to the Charter to effect a reverse stock split of the Common Stock, at a specific ratio, ranging from one-for-thirty (1:30) to one-for-sixty (1:60), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the stockholders was approved by the holders of Common Stock and the holders of the Company’s Series A-1 Convertible Preferred Stock based upon the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 60,446,102 | 718,100 | 497,000 | N/A |
| 4. | The proposal to approve an amendment to the 2021 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 4,376,571 to 26,008,708 was approved by the holders of Common Stock based upon the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 18,540,751 | 1,279,100 | 32,064 | 1,946,509 |
| 5. | The proposal to adopt and approve an amendment to the Charter to declassify the Board on the date on which shares of Common Stock begin trading on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange and provide for the annual election of all directors was not approved by the holders of Common Stock based upon the following votes: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 19,493,715 | 338,200 | 20,000 | 1,946,509 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment to the 2021 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMARTKEM, INC. | ||
| Dated: August 28, 2023 | By: | /s/ Barbra C. Keck |
| Barbra C. Keck | ||
| Chief Financial Officer | ||