Smartkem公司美国存托凭证招股说明书（2025年5月7日版）

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 stock issued in our private placement offering that closed on December20, 2024 (the“PIPE”); (ii)930,215 shares of our common stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued inthe PIPE; (iii)2,549,996 shares of our common stock issuable upon the exercise of ClassD Common warrants (the “ClassD Warrants”)issued in (x)the PIPE and (y)the registered direct offering and concurrent private placement that closed on December20,2024 (the “RD Offering” and together with the PIPE, the “Offerings”), including shares of our common stock issuable upon (iv)127,499 shares of our common stock issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued toCraig-Hallum Capital Group LLC, our placement agent in connection with the Offerings; (v)1,875,324 shares of our common stock issuable upon the conversion of our SeriesA-1 Convertible Preferred Stock, StatedValue $10,000 per share (the “SeriesA-1 Preferred Stock”), that became issuable as a result of the reduction of the conversionprice of the SeriesA-1 Preferred Stock to $4.34 in connection with our 2024 restructuring transactions (the “2024 (vi)750,000 shares of our common stock issuable upon the exercise of ClassC Warrants (the “Release Warrants”) issued to TheHewlett Fund LPin connection with the release of certain claims by The Hewlett Fund LP in connection with the 2024 We will not receive any proceeds from the sale or other disposition of the shares of our common stock by the SellingStockholders. The Selling Stockholders may sell or otherwise dispose of the shares of our common stock offered by this prospectusfrom time to time through the means described in this prospectus under the caption “Plan of Distribution.” We have borne and will Our common stock is listed on the Nasdaq Capital Market under the symbol “SMTK.” The last reported sale price for ourcommon stock on the Nasdaq Capital Market on May 6, 2025 was $2.24 per share. You should read this prospectus and any supplement, together with additional information described under the headings We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities lawsand, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary – Implications of Investing in our common stock involves a high degree of risk. Before making an investment decision, you should reviewthe information contained under the heading “Risk Factors” in our most recent Annual Report on Form10-K as such riskfactors may be updated in our subsequent reports filed with the Securities and Exchange Commission, which are incorporated Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 7, 2025 ABOUT THIS PROSPECTUS Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectusesprepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose isrequired. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed or will be incorporated by reference as exhibits to the registration We may also provide a prospectus supplement to add information to, or update or change information contained in, thisprospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information to Unless otherwise stated or the context otherwise indicates, references to “SmartKem,” the “Company,” “we,” “our,” “us,” orsimilar terms refer to SmartKem,Inc. and its subsidiaries. PROSPECTUS SUMMARY The following summary highlights some information from this prospectus. It is not complete and doe