SmartKem Inc美股招股说明书(2026-03-23版)

11,365,350 Shares of Common Stock SmartKem,Inc. Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certaininstitutional investors 11,365,350 shares of common stock, par value $0.0001 per share (“Common Stock”) at a purchase price of$0.2303 per share. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SMTK.” On March19, 2026, the lastreported sale price of our Common Stock on Nasdaq was $0.2303 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, aresubject to reduced public company reporting requirements. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of Common Stock held by non-affiliates was $10,004,132 based on 9,837,561 shares of Common Stock outstanding, of which 29,588 shares were held by affiliates,based on a price of $1.02 per share, which was the last reported sale price of our Common Stock on Nasdaq on January20, 2026. Asof the date of this prospectus supplement, we have sold $680,500 in securities pursuant to General Instruction I.B.6. of RegistrationStatement on FormS-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement(but excluding this offering). Pursuant to General Instruction I.B.6 of FormS-3, in no event will we sell securities in a public primaryoffering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0million. We are thus currently eligible to offer and sell up to an aggregate of approximately $2,654,210 of our securities pursuant toGeneral Instruction I.B.6 of FormS-3. Investing in our securities involves a high degree of risk. Before making any decision to invest in our securities, you shouldcarefully consider the information disclosed in this prospectus supplement and the accompanying prospectus, including theinformation under “Risk Factors” beginning on pageS-8 of this prospectus supplement, as well as the information, includingthe risk factors contained or incorporated by reference to this prospectus supplement and the accompanying prospectus asdescribed under the heading “Where You Can Find More Information.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. There is no arrangement for funds to be received in escrow, trust, or similar arrangement. Per share ofCommonStockTotalOffering Price$0.2303$0.2303Proceeds, before expenses, to us$2,617,440$2,617,440 We expect that delivery of the shares of Common Stock being offered pursuant to this prospectus supplement and theaccompanying base prospectus will be made on or about March23, 2026, subject to satisfaction of customary closing conditions. The date of this prospectus supplement is March20, 2026. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-10DIVIDEND POLICYS-10DILUTIONS-11DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-12PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-14EXPERTSS-14WHERE YOU CAN FIND MORE INFORMATIONS-14INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-15 You should rely only on the information we have provided or incorporated by reference in this prospectus or in anyprospectus supplement. We have not authorized anyone to provide you with information different from that contained orincorporated by reference in this prospectus or in any prospectus supplement. This prospectus and any prospectus supplementis an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to doso. You should assume that the information contained in this prospectus and in any prospectus supplement is accurate only asof their respective dates and that any information we have incorporated by reference is accurate only as of the date of thedocument incorporated by reference, regardless of the time of delivery of this prospectus or any prospective supplement or anysale of securities. The registration statement, including the exhibits and the documents incorporated herein by reference, canberead on the website of the Securities and Exchange Commission,or“SEC,”or on our corporate website atwww.smartkem.com as set forth in this prospectus under the heading “Available Information.” This prospectus supplement is not an offer to sell or a solicitation of an offer to buy securities in any jurisdiction in which suchoffer or solicitation is illegal. ABOUT THIS PROSPECTUS SUPPLEMENT All references to the terms the “Company,” “we,”