# SmartKem, Inc. (SMTK) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_523f8c88782021f5c14c · retrieved 2026-08-11T16:17:14.828Z

## Overview
SmartKem, Inc. is a Delaware corporation that develops semiconductor technology; it holds convertible promissory notes issued by Ferrox in the aggregate original principal amount of $11.4 million.

SmartKem, Inc. entered into a Business Combination Agreement on August 3, 2026 to acquire Ferrox Critical Minerals, Ltd. in an all-stock transaction valued at approximately $125 million. The transaction is subject to customary closing conditions, including approval by both companies' shareholders, SEC filings (Form S-4 registration statement and proxy statement), Nasdaq listing approval for the shares to be issued, and accuracy of representations and warranties. Lock-up agreements for 120 days post-closing are expected to be entered into by executive officers, directors, and 5% stockholders of the combined company. The transaction may be terminated by either party after March 31, 2027 if not consummated, or by either party if a governmental body issues a non-appealable final order prohibiting the transaction. If either party terminates to accept an unsolicited Superior Proposal, a $3 million termination payment is required.

## Terms
- Counterparty: Ferrox Critical Minerals, Ltd. · Deal value: $125.0M · Consideration: stock

## Key dates
- Announced 2026-08-03 · Expiry 2027-03-31

## Timeline
- 2026-08-03 · 8-K (0001104659-26-089441): 8-K - SmartKem, Inc. — *SmartKem, Inc. is a Delaware corporation that develops semiconductor technology; it holds convertible promissory notes issued by Ferrox in the aggregate original principal amount of $11.4 million.* SmartKem, Inc. entered into a Business Combination Agreement on August 3, 2026 to acquire Ferrox Critical Minerals, Ltd. in an all-stock transaction valued at approximately $125 million. The transaction is subject to customary closing conditions, including approval by both companies' shareholders, SEC filings (Form S-4 registration statement and proxy statement), Nasdaq listing approval for the shares to be issued, and accuracy of representations and warranties. Lock-up agreements for 120 days post-closing are expected to be entered into by executive officers, directors, and 5% stockholders of the combined company. The transaction may be terminated by either party after March 31, 2027 if not consummated, or by either party if a governmental body issues a non-appealable final order prohibiting the transaction. If either party terminates to accept an unsolicited Superior Proposal, a $3 million termination payment is required.
  https://www.sec.gov/Archives/edgar/data/1817760/0001104659-26-089441.txt

## Citations
- 0001104659-26-089441 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089441