Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 14, 2022, SmartKem, Inc. (the "Company") appointed Barbra C.
Keck as the Company's Chief Financial Officer. In connection with her
appointment as Chief Financial Officer, Ms. Keck resigned from the Audit
Committee and Compensation Committee but will remain on the board of directors
of the Company (the "Board").
Ms. Keck has served as a member of the Board since February 2021. From February
2021 until December 2022, Ms. Keck served as the Chief Financial Officer of
Deverra Therapeutics, Inc., a developer of cell therapies. From January 2009
until May 2020, she held positions of increasing responsibility at Delcath
Systems, Inc., an interventional oncology company, starting as Controller and
ultimately becoming a senior vice president in March 2015 and chief financial
officer in February 2017. Ms. Keck received an M.B.A. in Accountancy from Baruch
College and a Bachelor of Music in Music Education from the University of
Dayton.
Pursuant to the offer letter entered into in connection with her appointment
(the "Offer Letter"), Ms. Keck will be entitled to an annual base salary of
$300,000 and an annual bonus of up to 40% of her base compensation subject to
achievement of key performance indicators as determined by the Board. Ms. Keck
will also be eligible for all employee benefits available to full-time employees
of the Company.
In connection with her appointment, Ms. Keck was granted options (the "Options")
to purchase up to 450,000 shares of the Company's common stock, par value
$0.0001 per share (the "Common Stock"), at an exercise price of $2.00 per share
under the Company's 2021 Equity Incentive Plan (the "Plan"). Options to acquire
150,000 shares of Common Stock will vest on the first anniversary of Ms. Keck's
employment and the remaining Options will vest ratably on a monthly basis
thereafter over a two-year period.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety by reference to the full text of the Offer
Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
There is no family relationship between Ms. Keck and any director or executive
officer of the Company. There are no transactions between Ms. Keck and the
Company that would be required to be reported under Item 404(a) of Regulation
S-K.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit Description
10.1 Offer Letter, effective December 14, 2022, by and between SmartKem,
Inc. and Barbra Keck.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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SMARTKEM, INC. 
