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Smartkem Signs Letter of Intent with Carbonium Core, Inc. to Expand Advanced Materials Portfolio into Nuclear-Grade Graphite

SMTK
  • Smartkem Inc. (NASDAQ: SMTK) entered a non-binding letter of intent to acquire 100% of Carbonium Core, Inc., a U.S. developer of nuclear-grade graphite for advanced reactors.
  • Smartkem agreed to terminate its prior letter of intent with Jericho Energy Ventures without penalties or disputes.
  • The transaction structure involves Smartkem issuing Series B Convertible Preferred Stock with an aggregate value of $120 million to Carbonium Core shareholders.
  • Half of the preferred stock consideration will be issued at closing, while the remaining 50% will be issued upon achieving milestones defined in definitive agreements.
  • The Series B Preferred Stock converts into Common Stock at $1.00 per share, has no voting rights, and includes a 4.99% beneficial ownership limitation pending stockholder approval.
  • Conversion of the Preferred Stock is permitted only after a six-month anniversary of the closing date.
  • The parties anticipate completing the transaction on or before February 5, 2026, subject to due diligence, definitive agreements, and regulatory approvals.
  • Carbonium Core agreed to a 90-day exclusivity period during which it cannot solicit alternative transactions.
  • Post-closing, Smartkem's board is expected to consist of five members, with three appointed by Smartkem and two by Carbonium Core.
  • The acquisition aims to establish a secure, U.S.-based supply chain for nuclear-grade graphite, reducing reliance on foreign sources for advanced reactor technologies.
  • E.F. Hutton & Co. is serving as the exclusive M&A advisor to Smartkem.