SmartKem, Inc.

Up to 30,000,000 Shares of Common Stock

This prospectus relates to the resale of up to an aggregate of 30,000,000 shares of our common stock that we may issue and sell to Keystone Capital Partners, LLC ("Keystone") from time to time, in our sole discretion, under a common stock purchase agreement that we entered into with Keystone on March 30, 2026 (the "Purchase Agreement"). This prospectus covers the resale of these shares by Keystone to the public. See "Keystone Capital Partners Committed Equity Financing" beginning on page 9 for a description of the Purchase Agreement and additional information regarding Keystone. Keystone is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act"). The shares of our Common Stock registered hereunder are in addition to the 2,935,534 shares of our common stock that were registered pursuant to our Registration Statement on Form S-1 (File No. 333-295154) declared effective by the Securities and Exchange Commission on April 24, 2026 (the "Prior Registration Statement").

The purchase price for the shares will be based on formulas set forth in the Purchase Agreement depending upon the type of purchase notice that we submit to Keystone from time to time. We will pay the expenses incurred in connection with the issuance of the shares of our common stock. See "Plan of Distribution."

The total purchase commitment under the Purchase Agreement is up to $500 million, at our option and subject to certain limitations, and we have obtained Stockholder Approval (as defined in the Purchase Agreement) to issue greater than 19.99% of our outstanding shares of common stock as of the date of the Purchase Agreement in connection therewith, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under applicable rules of the Trading Market (as defined under the Purchase Agreement), (unless stockholder approval is obtained or applicable sales qualify as "at market" under applicable rules of The Nasdaq Stock Market LLC ("Nasdaq")). The Stockholder Approval was obtained on June 23, 2026, and as a result, the total purchase commitment under the Purchase Agreement is up to $500 million. As such, we are registering for resale in the registration statement of which this prospectus is a part (this "Registration Statement") additional shares of our common stock that we may issue and sell to Keystone from time to time, in our sole discretion, under the Purchase Agreement.