UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Item 3.02 | Unregistered Sales of Equity Securities |
As described in Item 8.01 below, the Company issued additional Class C Warrants (as defined below) to purchase up to 70,000 shares of Common Stock (as defined below) pursuant to the correction described in Item 8.01 below. The additional Class C Warrants were issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The shares of Common Stock issuable upon exercise of the additional Class C Warrants will be issued pursuant to the same exemptions.
Item 8.01 | Other Events. |
As previously reported in a Current Report on Form 8-K filed on January 26, 2024 (the “January 8-K”), on January 26, 2023, SmartKem, Inc. (the “Company”) entered into a Consent, Conversion and Amendment Agreement (the “Consent Agreement”) with each holder of the Series A-1 Convertible Preferred Stock, stated value $1,000 per share (the “Series A-1 Preferred Stock”) of the Company (each a “Holder” and together, the “Holders”) pursuant to which, among other things, the Holders converted and/or exchanged 90% of their shares of Shares of Series A-1 Preferred Stock into shares of common stock, par value $0.0001, of the Company (the “Common Stock”) and/or Class C warrants (each a “Class C Warrant”). In the January 8-K, the Company reported that it had issued 482,293 shares of Common Stock and Class C Warrants to purchase up to 656,344 shares of Common Stock upon the conversion and/or exchange of an aggregate of 9,960 shares of Series A-1 Preferred Stock.
As a result of the correction of a ministerial mistake made in the calculations specified in the Conversion Agreement, the Company issued 412,293 shares of Common Stock (a decrease of 70,000 shares) and Class C Warrants to purchase up to 726,344 shares of Common Stock (an increase of 70,000 shares) under the Conversion Agreement. As of February 28, 2024, the Company had 1,305,361 shares of common stock outstanding after giving effect to this correction.
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: February 28, 2024 | By: | /s/ Barbra Keck |
Barbra Keck | ||
Chief Financial Officer |