SmartKem (NASDAQ:SMTK) Amends Terms for Series A-1 Convertible Preferred Stock Dividends, Files Certificate of Amendment

On December 11, 2024, SmartKem, Inc. announced that it has entered into a consent agreement with certain holders of its Series A-1 Convertible Preferred Stock. The agreement, signed with the Consenting Holders of the Series A-1 Preferred Stock, aims to modify the terms regarding the accrual of dividends.

Under the Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations for the Series A-1 Preferred Stock, dated January 29, 2024, dividends for the Series A-1 Preferred Stock were scheduled to commence on the 18th month anniversary of the Closing Date or December 14, 2024, in the event that the trailing 30-day VWAP fell below the conversion price of the stock, termed the Series A-1 Dividend.

However, in accordance with the Consent Agreement, the Consenting Holders have agreed to amend the Certificate of Designation. This amendment states that the Series A-1 Dividend will now begin accruing from January 31, 2025.

To implement this change, SmartKem filed a Certificate of Amendment to the Certificate of Designation with the Secretary of State of the State of Delaware on December 11, 2024. This amendment addresses the revised commencement date for the Series A-1 Dividend as agreed upon in the Consent Agreement.

The Consent Agreement and the Certificate of Amendment, associated with the Series A-1 Convertible Preferred Stock, have been provided as Exhibits 10.1 and 3.1, respectively, in the filing made by SmartKem. It is essential to refer to these exhibits for complete details as the summaries presented are not exhaustive.

In conjunction with this development, SmartKem also furnished the necessary exhibit, including the Certificate of Amendment and the Consent Agreement, with its Form 8-K filing dated December 11, 2024. The company has duly followed the legal requirements and procedures in effecting these modifications to its financial instruments.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Smartkem’s 8K filing here.

Smartkem Company Profile

SmartKem, Inc, together with its subsidiaries, develops materials and processes used to make organic thin-film (OTFT) transistors for the manufacture of flexible electronics. The company offers TRUFLEX semiconductor and dielectric inks, which uses low temperature printing processes to make transistors for the display industry.