Smartkem (Nasdaq: SMTK) plans $125M all-stock Ferrox merger deal
Rhea-AI Filing Summary
Smartkem, Inc. has entered into a Business Combination Agreement to acquire Ferrox Critical Minerals, Ltd. in an all-stock transaction with an aggregate purchase price of approximately $125 million, reduced by Ferrox debt owed to Smartkem. Ferrox shareholders will receive newly issued Smartkem common stock, with the number of shares determined by the volume weighted average price of Smartkem common stock over the 30 trading days immediately prior to closing. No cash consideration will be paid.
Completion of the combination is subject to customary conditions, including approval by Smartkem stockholders and Ferrox shareholders, effectiveness of a Form S-4 registration statement and related proxy materials, Nasdaq approval of the new shares, accuracy of each party’s representations and warranties, and performance of covenants. Executive officers, directors and 5% stockholders of the combined company are expected to enter 120-day lock-up agreements at closing. The agreement includes mutual termination rights, an outside date of March 31, 2027, and a $3 million termination payment to the other party if a transaction is terminated in connection with an unsolicited Superior Proposal. Ferrox’s principal asset is the Tivani critical minerals project in South Africa, extending Smartkem’s materials platform into titanium, iron and vanadium.
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8-K Event Classification
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Business Combination Agreement regulatory
Form S-4 regulatory
Lock-Up Agreements financial
Superior Proposal financial
Termination Payment financial
Broad-Based Black Economic Empowerment (B-BBEE) regulatory
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FAQ
What transaction did Smartkem (SMTK) announce with Ferrox Critical Minerals?
How will the $125 million consideration for the SMTK and Ferrox deal be paid?
What approvals and conditions must be satisfied for the SMTK–Ferrox merger to close?
Is there a termination fee in the Smartkem (SMTK) and Ferrox agreement?
What lock-up restrictions are planned after the SMTK and Ferrox combination closes?
What is Ferrox Critical Minerals’ main asset in the Smartkem (SMTK) merger?
When can the Smartkem–Ferrox transaction be terminated if it has not closed?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b - 2 of the Securities Exchange Act of 1934 (§240.12b - 2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2026, SmartKem, Inc., a Delaware corporation (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), as unanimously approved by the Board, by and among the Company, SMTK Merger Sub Inc., a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), and Ferrox Critical Minerals, Ltd., a company registered under the laws of the British Virgin Islands (“Ferrox”).
Upon the terms and subject to the conditions set forth in the Business Combination Agreement, the Company shall acquire Ferrox in an all-stock transaction, for an aggregate purchase price of approximately $125 million (the “Transaction”).
The completion of the Transaction is subject to customary closing conditions, including (i) approval of the Transaction by the Company’s stockholders and Ferrox’s shareholders, (ii) filing and mailing of a definitive proxy statement with the Securities and Exchange Commission (the “SEC”), (iii) the shares of the Company’s common stock to be issued pursuant to the Business Combination Agreement having been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”), (iv) the filing with the SEC of a registration statement on Form S-4 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (“Securities Act”) of the Company’s common shares to be issued in the Transaction, (v) subject to specified materiality standards, the accuracy of the representations and warranties of the parties thereto (the “Transaction Parties”); and (vi) the performance by the Transaction Parties in all material respects with all obligations required to be performed under the Business Combination Agreement at or prior to the date (the “Closing Date”) of the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”).
In connection with the Transaction, on or before the Closing, the Company is expected to enter into Lock-Up Agreements, in form and substance reasonably satisfactory to the Company and Ferrox, with each of the executive officers, directors and five percent (5%) stockholders of the post-Closing combined company, each to be effective as of the Closing for 120 days following the Closing. The execution of the Lock-Up Agreements is also a condition to the Transaction Parties’ obligations to consummate the Transactions.
The Business Combination Agreement contains customary representations and warranties of the Transaction Parties. The Business Combination Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of the Company’s business and Ferrox’s business between the date of the signing of the Business Combination Agreement and the Closing, (ii) the efforts of the Transaction Parties to cause the Transaction to be completed, including obtaining all approvals, consents, registrations, authorizations and other confirmations from any third party necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement, and (iii) convenants by each of the Company and Ferrox not to solicit any Acquisition Proposal (as such term is defined in the Business Combination Agreement) from third parties.
The Business Combination Agreement may be terminated prior to the Closing by: (a) by mutual written consent of each of the Transaction Parties; (b) by either the Company or Ferrox, after the March 31, 2027 (the “End Date”), if the Transaction has not been consummated (subject to certain conditions); (c) by either the Company or Ferrox if a governmental body has issued a non-appealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transfer; (d) by Ferrox upon the Company’s breach of the Business Combination Agreement which is not timely cured; (e) by the Company upon Ferrox’s breach of the Business Combination Agreement which is not timely cured; (f) by the Company, if there will have occurred any Ferrox Material Adverse Effect (as such term is defined in the Business Combination Agreement) (subject to certain conditions); (g) by Ferrox, if there will have occurred any SMTK Material Adverse Effect (as such term is defined in the Business Combination Agreement) (subject to certain conditions); or (h) subject to certain conditions, by either the Company or Ferrox, if one of them should receive an unsolicited Superior Proposal (as such term is defined in the Business Combination Agreement). If the Business Combination Agreement is terminated by a Transaction Party in connection with such Transaction Party’s receipt of an unsolicited Superior Proposal, the terminating Transaction Party shall, subject to certain conditions, be required to make a Termination Payment to the other Transaction Party in the amount of $3 million.
A copy of the Business Combination Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The foregoing summary of the Business Combination Agreement does not purport to be complete, has been included to provide investors and security holders with information regarding the terms of the Business Combination Agreement and is qualified in its entirety by reference to the full text and the terms and conditions of the Business Combination Agreement. It is not intended to provide any other factual information about the Company, Ferrox, or their respective subsidiaries and affiliates. The Business Combination Agreement contains representations and warranties by each of the Transaction Parties, which were made only for purposes of the Business Combination Agreement and as of specified dates. The representations, warranties and covenants in the Business Combination Agreement were made solely for the benefit of the Transaction Parties; may be subject to limitations agreed upon by the Transaction Parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Transaction Parties instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the Transaction Parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Ferrox, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01 Regulation FD Disclosure.
On August 3, 2026, the Company issued a press release announcing the entry into the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| † 2.1 | Business Combination Agreement dated August 3, 2026. | |
| 99.1 | Press Release dated August 3, 2026. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
Additional Information and Where to Find It
In connection with the Transaction, the Company intends to file with the SEC a proxy statement, in preliminary and definitive form (the “Information Statement”), and the Company will file other documents regarding the Transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FERROX, THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
A definitive proxy statement will be mailed to shareholders of the Company. Investors will be able to obtain free copies of statement, as may be amended from time to time, and other relevant documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company, including the information statement (when available), will be available free of charge from the Company’s website at www.smartkem.com.
Forward-Looking Statements
This current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements include, but are not limited to, statements relating to our ability to raise sufficient capital to finance our planned operations, market acceptance of our technology and product offerings, our ability to attract and retain key personnel, our ability to protect our intellectual property, and estimates of our current cash position and future needs. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMARTKEM, INC. | ||
| Dated: August 3, 2026 | By: | /s/ Barbra C. Keck |
| Barbra C. Keck | ||
| Chief Financial Officer | ||
Exhibit 99.1
 | PRESS RELEASE |
Smartkem, Inc. and Ferrox Critical Minerals to Combine in All-Stock Merger Valuing Ferrox at $125 Million
Combination extends Smartkem's materials platform beyond electronic materials and into critical minerals creating a fully integrate electronics company
WILMINGTON, DE, [August, 3, 2026] – Smartkem, Inc. (Nasdaq: SMTK) ("Smartkem" or the "Company") today announced that it has entered into a definitive business combination agreement (the "Agreement") with Ferrox Critical Minerals ("Ferrox"), a critical minerals developer whose principal asset is the Tivani project in Limpopo Province, South Africa. “With this merger we will now have the ability to source critical minerals for Smartkem as well as provide excess material to the global market making Smartkem one of the few vertically integrated public electronics companies,” comments Terrence Duffy, incoming CEO.
Transaction terms
Ferrox shareholders will receive aggregate consideration of $125 million (reduced by the amount of the debt obligations of Ferrox to SmartKem pursuant to promissory notes issued by Ferrox and held by Smartkem), payable solely in newly issued shares of Smartkem common stock.
No cash consideration will be paid. The number of shares to be issued will be determined by reference to the volume weighted average price of Smartkem common stock over the 30 trading days ending immediately prior to closing, and is therefore not fixed at signing.
The business combination is subject to customary conditions to closing, including, without limitation, the approval of the shareholders of each of Smartkem and Ferrox.
Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Ferrox, the Company intends to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the common stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of the Company and a prospectus of the Company (the "Proxy Statement/Prospectus"). Each of Ferrox and the Company may file with the SEC other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, the definitive Proxy Statement/Prospectus will be sent to the stockholders. This is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant documents that Ferrox or the Company has filed or will file with the SEC. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENTAND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FERROX, THE COMPANY, THE PROPOSED TRANSACTION, AND RELATED MATTERS. A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other relevant documents filed by Ferrox and the Company with the SEC, may be obtained free of charge, when they become available, at the SEC's website at www.sec.gov. The information on Ferrox's or the Company's respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
SMARTKEM, INC.
3 GERMAY DRIVE
UNIT 4 #1029
WILMINGTON, DE 19804
enquiries@Smartkem.com
| PRESS RELEASE |
Management commentary
"We are delighted to be merging with Ferrox," said Ian Jenks, Chief Executive Officer and Chairman of Smartkem. "Smartkem is the leader in materials science, formulating and engineering materials for demanding industrial applications. This combination carries that work into critical minerals. Ferrox brings a permitted project in Limpopo Province held under a mining right for iron, titanium and vanadium, three of the inputs that steel, pigment, aerospace and energy storage supply chains are built on. Bringing those two things together under one company is an exciting prospect for everyone here."
"Tivani has been decades in the making," said Terrence Duffy, Chairman and Chief Executive Officer of Ferrox. "Exploration on this ground began in 1991 and the mining right was granted in 2013. Teams worked this geology and believed in it long before critical minerals were a headline. To be taking it forward alongside Ian and a company built on materials science is the right home for this project. There is an enormous amount of work ahead of us, and our ambition is to build a long-life, multi critical mineral business over the years ahead."
Approvals, conditions and timing
Completion of the transaction is subject to customary closing conditions, including approval by Smartkem stockholders and Ferrox shareholders, the effectiveness of a registration statement on Form S-4 to be filed by Smartkem, Nasdaq approval, the absence of any material adverse change affecting either party, and receipt of required governmental approvals. The agreement may be terminated by either party if the transaction has not completed by 31 March 2027. The transaction has been approved by the boards of directors of both Smartkem and Ferrox.
About Smartkem, Inc.
Smartkem develops and manufactures custom electronic materials designed to enable the next generation of electronics. Our advanced TRUFLEX® materials integrate into existing manufacturing processes, supporting efficient, scalable production and high-performance outcomes across a broad range of electronic applications. We combine materials science expertise with practical engineering to deliver tailored solutions for partners seeking to innovate in electronics.
For more information, visit the Smartkem website or follow on LinkedIn.
About Ferrox Critical Minerals
Ferrox Critical Minerals was incorporated in 2006 as a holding company for a portfolio of South African mineral assets. The company's strategy is focused on the development and production of titanium, iron and vanadium products from its flagship Tivani Deposit in the Limpopo Province of South Africa.
The company is incorporated in the British Virgin Islands (BVI) and operates through several South African subsidiaries, including Tivani (Pty) Limited and Tivani Projects (Pty) Limited. Its primary operating asset is the Tivani Project, in which Ferrox holds a 74% beneficial interest through its subsidiary structure.
Ferrox is fully compliant with South Africa's Broad-Based Black Economic Empowerment (B-BBEE) legislation. Red River Exploration and Mining (Pty) Limited, the project's B-BBEE partner, holds a 26% interest in the Tivani project and other joint ventures and has the option to extend its participation by acquiring neighbouring extension properties.
For more information, visit the Ferrox website.
SMARTKEM, INC.
3 GERMAY DRIVE
UNIT 4 #1029
WILMINGTON, DE 19804
enquiries@Smartkem.com
| PRESS RELEASE |
Forward-Looking Statements
All statements in this press release that are not historical are forward-looking statements, including, among other things, the impact that the transaction will have on the Company’s balance sheet and its ongoing cash requirements, the potential dilutive effect of the issuance of the securities in connection with the debt conversion agreement, its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations with its partners and investors. These statements are not historical facts but rather are based on Smartkem, Inc.'s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as "may," "will," "could," "would," "should," "anticipate," "predict," "potential," "continue," "expect," "intend," "plan," "project," "believe," "estimate," and other similar or elated expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company's control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
Contacts
Selena Kirkwood
VP of Communications for Smartkem, Inc.
s.kirkwood@Smartkem.com
SMARTKEM, INC.
3 GERMAY DRIVE
UNIT 4 #1029
WILMINGTON, DE 19804
enquiries@Smartkem.com