SecProbe.io

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 April 24, 2025

Barbra C. Keck
Chief Financial Officer
SmartKem, Inc.
Manchester Technology Center
Hexagon Tower
Delaunays Road, Blackley.
Manchester, M9 8GQ U.K.

 Re: SmartKem, Inc.
 Registration Statement on Form S-1
 Filed April 8, 2025
 File No. 333-286437
Dear Barbra C. Keck:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 8, 2025
General

1. We note that you are registering the resale of "1,875,324 shares of our
common stock
 issuable upon the conversion of our Series A-1 Convertible Preferred
Stock . . .
 including shares of our common stock issuable upon the exercise of Class
C Warrants
 into which shares of the Series A-1 Preferred Stock are convertible in
certain
 circumstances." Please clarify if this means that you are registering
the resale of
 shares issuable upon exercise of Class C Warrants that are not yet
outstanding and
 will not be outstanding until the selling stockholders convert
outstanding Series A-1
 Preferred Stock. If this is so, it does not appear appropriate at this
time to register the
 resale of the associated common stock. Please revise your registration
statement
 April 24, 2025
Page 2

 accordingly or provide us with an analysis addressing why you are able
to register
 these shares at this time. Refer generally to Securities Act Compliance
Disclosure and
 Disclosure Interpretation 139.11.
2. Regarding the Series A-1 Preferred Stock, please tell us how you
determined the
 number of shares registered for resale.
3. Regarding the Series A-1 Preferred stock, please disclose the price that
the selling
 securityholders paid to acquire the Series A-1 Preferred Stock.
4. Please expand the information on page II-2 about the conversion price of
$8.75 to also
 discuss: (1) the adjustment to the conversion price of the Series A-1
Preferred Stock
 to $87.50 in January 2024; and (2) the adjustment to the conversion
price of the Series
 A-1 Preferred Stock to $4.34 in December 2024.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Thomas Jones at 202-551-3602 or Jay Ingram at
202-551-3397 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: John D. Hogoboom, Esq.
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