SmartKem, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 4, 2026, the Compensation Committee of SmartKem, Inc., a Delaware corporation (the “Company”) recommended, and on September 16, 2026, the Board of Directors of the Company approved, a transaction retention bonus plan for the Company’s Chief Executive Officer, Chief Financial Officer, and independent directors. The transaction retention bonus plan is structured to promote retention and incentivize efforts through the consummation of the Company’s previously announced transaction with Ferrox Critical Mineterals, Ltd. (the “Ferrox Transaction”) and the filing of the Registration Statement on Form S-4, including the proxy statement/prospectus contained therein (the “Form S-4”), in connection therewith. The aggregate amount of the retention bonuses is up to $750,000. Half of the retention amount (Tranche 1) became payable upon approval of the transaction retention bonus plan by the Board of Directors, and the balance (Tranche 2) will become payable upon the filing of the Form S-4. The retention amounts are subject to a 100% clawback for any recipient who resigns before the earlier of the closing of the Ferrox Transaction or June 30, 2027. The retention amount for each recipient is as follows: Recipient Retention Tranche Tranche Bonus 1 2 ──────────────────────────────────────────────────────────────────────────────────── Ian Jenks, Chief Executive Officer $200,000 $100,000 $100,000 Barbra Keck, Chief Financial Officer $150,000 $75,000 $75,000 Steven DenBaars, Independent Director $100,000 $50,000 $50,000 Melisa Denis, Independent Director $100,000 $50,000 $50,000 Klaas de Boer, Independent Director $100,000 $50,000 $50,000 Sri Peruvemba, Independent Director $100,000 $50,000 $50,000