SmartKem, Inc. filed a Form S-4 registration statement and preliminary proxy statement/prospectus with the U.S. Securities and Exchange Commission on November 12, 2026, seeking stockholder approval for an all-stock acquisition of Ferrox Critical Minerals Ltd. valued at $125 million.

Key Highlights

  • All-stock deal valued at $125 million: SmartKem agreed to acquire Ferrox Critical Minerals Ltd. in an all-stock transaction for aggregate consideration of $125 million, less outstanding obligations under certain convertible promissory notes issued by Ferrox to SmartKem.
  • Up to 151,232,698 shares to be issued: Based on an estimated 30-Day VWAP of $0.7667 per share for the period ended November 9, 2026, SmartKem would issue 151,232,698 shares of common stock to Ferrox holders as merger consideration.
  • Business Combination Agreement dated August 3, 2026: SmartKem's board unanimously approved the agreement at a meeting held on August 2, 2026, and determined it is "fair to and in the best interests of the SmartKem Stockholders."
  • Convertible note obligations totaling $11.4 million: Ferrox had issued convertible promissory notes to SmartKem in an aggregate original principal amount of $11.4 million, of which a $2.3 million note dated April 23, 2026 was repaid in full on August 27, 2026, and an additional $300,000 was paid on behalf of Ferrox on September 9, 2026.
  • Ferrox had 140,000,000 shares outstanding: As of September 30, 2026, the issued and outstanding shares of Ferrox consisted of 140,000,000 Ferrox Common Shares.
  • Merger structure makes Ferrox a wholly-owned subsidiary: At closing, Merger Sub will merge with and into Ferrox, with Ferrox surviving as a wholly-owned subsidiary of SmartKem.

SmartKem's Proposed All-Stock Acquisition of Ferrox Critical Minerals

SmartKem, Inc., incorporated in Delaware and headquartered at 3 Germay Drive, Unit 4 #1029, Wilmington, DE 19804, filed a Form S-4 registration statement on November 12, 2026, covering a proposed business combination with Ferrox Critical Minerals Ltd., a company registered under the laws of the British Virgin Islands. The filing also serves as a preliminary proxy statement/prospectus soliciting SmartKem stockholder approval for the transaction. The ticker and exchange information for SmartKem as stated in the filing context is NASDAQ:SMTK, though the cover page of this S-4 does not include a registered-securities table in the standard 10-K/10-Q format.

According to the filing, the aggregate consideration for the acquisition is $125 million, reduced by the outstanding principal, accrued and unpaid interest, and other obligations under convertible promissory notes Ferrox issued to SmartKem. The merger consideration will be paid entirely in newly issued SmartKem common stock. The exact number of shares to be issued will be determined by dividing the adjusted aggregate consideration by the 30-Day VWAP of SmartKem common shares ending on the first trading day immediately preceding the closing date. For illustrative purposes, the filing estimates 151,232,698 shares using a 30-Day VWAP of $0.7667 per share for the period ended November 9, 2026. Fractional shares will be rounded down to the nearest whole share.

The transaction structure calls for SMTK Merger Sub Inc., a British Virgin Islands company and wholly-owned SmartKem subsidiary, to merge with and into Ferrox, with Ferrox surviving as a wholly-owned subsidiary of SmartKem. Each Ferrox common share outstanding immediately prior to the effective time, other than any dissenting shares, will be automatically cancelled and exchanged for newly issued SmartKem common shares. The filing notes that the registration statement has not yet been declared effective, and the proposed securities may not be issued until that occurs. Stockholders are directed to review risk factors beginning on page 24 of the proxy statement/prospectus.

What Was Disclosed

SmartKem filed a Form S-4 registration statement and preliminary proxy statement/prospectus on November 12, 2026, disclosing a proposed all-stock acquisition of Ferrox Critical Minerals Ltd. for $125 million, subject to adjustments for Ferrox's outstanding debt to SmartKem, with an estimated 151,232,698 SmartKem shares to be issued to Ferrox holders.