EX-4.1 2 tm2613090d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FERROX CRITICAL MINERALS CONVERTIBLE PROMISSORY NOTE Original Issuance Date: April 23, 2026 FOR VALUE RECEIVED, Ferrox Critical Minerals, a a Bristish Virgin Islands (“ BVI ”) company (the “ Company ”), promises to pay to the order of the noteholder set forth on the signature page attached hereto (the “ Holder ”), or its registered assigns, the principal amount of $2,300,000.00 (US dollars) (the " Principal Amount "), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Convertible Promissory Note (this “ Note ”) on the unpaid principal balance at a rate equal to 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless this Note is earlier converted in accordance with the provisions hereof, all unpaid principal, together with any then accrued but unpaid interest and any other amounts payable hereunder, shall be due and payable on the earliest to occur of: (a) October 30, 2026; (b) the occurrence of an Event of Default (as defined below); or (c) if definitive transaction documents (“ Definitive Transactio…
Open exhibit ↗Current Report · Items 1.01, 9.01 · 8-K
SmartKem, Inc.
SMTKNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement On April 23, 2026, SmartKem, Inc. (the “Company”) funded a bridge loan to Ferrox Critical Minerals, a British Virgin Islands company (“Ferrox”), in the original principal amount of $2,300,000.00, which loan was evidenced by that certain Convertible Promissory Note (the “Note”) issued by Ferrox to the Company.…
Company context
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.
Current securities
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 21, 2026
- S-3 filingSep 18, 2026
- S-1 filingSep 18, 2026
- Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingSep 14, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 4, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a
Material Definitive Agreement
On April 23, 2026, SmartKem, Inc.
(the “Company”) funded a bridge loan to Ferrox Critical Minerals, a British Virgin Islands company (“Ferrox”),
in the original principal amount of $2,300,000.00, which loan was evidenced by that certain Convertible Promissory Note (the “Note”)
issued by Ferrox to the Company. The obligations evidenced by the Note shall accrued interest at a rate of 5.0% per annum and will mature
on October 30, 2026. Pursuant to the terms of the Note, the Company was paid an originate fee of $200,000.00. Upon an event of default
(as defined in the Note), the Company will be paid a default management fee of $4,500.00 per day and the interest rate shall increase
to 15% per annum.
The obligations under the Note
are convertible into ordinary shares of Ferrox (“Ordinary Shares”) at any time by the Company at a price per Ordinary Share
equal to the lower (i) the fair market value of an Ordinary Share at the time of conversion as determined by an independent appraisal
firm or (ii) the value of an Ordinary Share determined based on a total equity value of Ferrox of $80,000,000, on a fully-diluted basis.
The conversion price is subject to customary adjustments for stock dividends, stock splits and stock combinations.
The Note also contains customary
negative covenants restricting Ferrox’s ability to, among other things, redeem any of its equity securities, incur or repay indebtedness,
make or declare any dividends or distributions on its equity securities, sell, lease or otherwise dispose of its assets, amend its charter
or enter into any transactions with its affiliates.
The Note also contains a right
of first refusal in favor of the Company on any (i) direct or indirect transfer, sale, lease, license or encumbrance of all or any portion
of the capital stock or assets of Ferrox or any of its subsidiaries (other than (x) inventory to be sold in the ordinary course of business
consistent with past practice and (y) sales of immaterial or obsolete assets), (ii) any merger, consolidation or other business combination
relating to Ferrox or any of its subsidiaries to the extent such transaction constitutes a change of control, (iii) any recapitalization,
reorganization or any other extraordinary business transaction involving or otherwise relating to Ferrox or any of its subsidiaries to
the extent such transaction constitutes a change of control or (iv) equity issuance or debt incurrence involving Ferrox or any of its
subsidiaries (each, a “Fundamental Transaction”).
Ferrox has also granted the Company
exclusivity with respect to any Fundamental Transaction through October 30, 2026.
The foregoing descriptions of
the terms of the Note do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Note which
is annexed hereto as Exhibit 4.1 and is incorporated herein by reference.