SmartKem converts 90% of Series A-1 Preferred into common stock and warrants; amends terms

SmartKem, Inc.

Converted 4,220 Series A-1 shares into 482,293 common shares; exchanged 5,743 shares for Class C warrants covering 656,344 shares.
Stated value increased from $1,000 to $10,000 per share; conversion price adjusted to $87.50.
Series A-1 voting rights removed except as required by law; negative covenants added on debt, liens, and affiliate transactions.
Registration Rights Agreement requires filing of resale registration by April 11, 2024 or 10 days after 10-K filing.
Amended Purchase Agreement to reflect the reverse split and new stated value; holding periods under Rule 144 preserved.

item 1.01 item 5.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SmartKem, Inc.: Filed Amended and Restated Series A-1 Certificate of Designation designating 11,100 shares of Series A-1 Preferred Stock (effective 2024-01-29).

Change: charter amendment
Effective: 2024-01-29

Exact text from the filing

On January 29, 2024, the Company filed the Amended and Restated Series A-1 Certificate of Designation with the Secretary of State of the State of Delaware designating 11,100 shares of Series A-1 Preferred Stock, stated value $10,000 per share.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SmartKem, Inc. amended Consent, Conversion and Amendment Agreement with holders of Series A-1 Preferred Stock (effective 2023-01-26).

Action: amendment
Agreement: equity purchase
Counterparty: holders of Series A-1 Preferred Stock
Effective: 2023-01-26

Exact text from the filing

On January 26, 2023, the Company entered into a Consent, Conversion and Amendment Agreement (the “Consent Agreement”) with each holder of the Series A-1 Preferred Stock (each a “Holder” and together, the “Holders”).

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13 governance changes filed in the last 30 days. Browse all governance changes →

SmartKem, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-007568

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