--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-095544" form_type: "8-K" ticker: "SMTK" cik: "0001817760" company_name: "SmartKem, Inc." filed_at: "2023-08-28T23:59:59+00:00" generated_at: "2026-06-11T02:58:35.946298+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # SmartKem shareholders approve 21.6M share equity plan increase and 1:30–1:60 reverse split; board declassification fails ## Summary - Stockholders approved amendment to 2021 Equity Plan, increasing authorized shares from 4,376,571 to 26,008,708. - Reverse stock split approved at ratio of 1:30 to 1:60, with Board discretion to set exact ratio within one year. - Proposal to declassify Board and elect all directors annually was not approved (19.5M for, 338K against, 20K abstain). - Class II directors Klaas de Boer and Sri Peruvemba elected to three-year terms through 2026 annual meeting. - Marcum LLP ratified as independent auditor for FY2023 with 21.4M votes in favor. ## SEC filing metadata - accession: 0001104659-23-095544 - form_type: 8-K - ticker: SMTK - cik: 0001817760 - company_name: SmartKem, Inc. - filed_at: 2023-08-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/tm2324875d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-095544 - JSON: https://secwatch.observer/filing/0001104659-23-095544.json - Plain text: https://secwatch.observer/filing/0001104659-23-095544.txt ## Key facts - Shareholder Votes SmartKem, Inc. shareholders approved Ratification of appointment of Marcum LLP as independent registered public accounting firm at the 2023-08-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-08-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm - Shareholder Votes SmartKem, Inc. shareholders approved Amendment to Charter to effect reverse stock split of Common Stock at ratio ranging from 1:30 to 1:60 at the 2023-08-25 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-08-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm - Shareholder Votes SmartKem, Inc. shareholders rejected Amendment to Charter to declassify Board and provide for annual election of all directors at the 2023-08-25 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-08-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm - Shareholder Votes SmartKem, Inc. shareholders approved Election of Class II Directors at the 2023-08-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm - Shareholder Votes SmartKem, Inc. shareholders approved Amendment to 2021 Equity Incentive Plan to increase authorized shares from 4,376,571 to 26,008,708 at the 2023-08-25 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-08-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817760/000110465923095544/0001104659-23-095544-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.