NEW YORK, Feb. 05, 2026 (GLOBE NEWSWIRE) -- E.F. Hutton and Co. ("E.F. Hutton"), a leading investment banking and financial advisory firm, announced that it is serving as exclusive M&A advisor to Smartkem, Inc. (NASDAQ:SMTK) in connection with Smartkem's proposed acquisition of Carbonium Core, Inc., a U.S.-based advanced materials company focused on the production of nuclear-grade graphite for next-generation reactor technologies.

The proposed transaction is structured pursuant to a non-binding letter of intent under which Smartkem intends to acquire 100% of the outstanding shares of Carbonium Core, Inc. in exchange for newly created Series B Convertible Preferred Stock, subject to the execution of definitive agreements, completion of due diligence, receipt of required approvals, and other customary closing conditions. The transaction is intended to expand Smartkem's advanced materials portfolio into a strategically critical end market characterized by high technical barriers, long qualification cycles, and strong long-term demand drivers.

E.F. Hutton is advising Smartkem across all aspects of the transaction, including strategic positioning, transaction structuring, valuation analysis, diligence coordination, and execution support. The engagement reflects E.F. Hutton's focus on advising innovative public companies on complex transactions at the intersection of advanced materials, energy infrastructure, and national supply-chain priorities.

Carbonium Core, Inc. is focused on the domestic production of nuclear-grade graphite through a vertically integrated, U.S.-based supply chain that converts domestically sourced carbon feedstock into reactor-qualified materials. The proposed combination is designed to align Smartkem's materials chemistry expertise and manufacturing scale-up capabilities with Carbonium Core's purification technology and domestic processing platform, supporting the development of a secure and resilient U.S. supply chain for a strategically sensitive material.

"This proposed transaction reflects a disciplined expansion into a technically demanding and strategically important materials market, supported by a structure designed to align long-term incentives and execution milestones," said Joseph T. Rallo, Chief Executive Officer of E.F. Hutton.

The proposed transaction contemplates aggregate consideration of $120 million in Series B Convertible Preferred Stock, with 50% issued at closing and the remaining 50% subject to the achievement of defined milestones. The preferred securities are expected to include customary conversion terms, beneficial ownership limitations, and conditions tied to stockholder approval in accordance with Nasdaq requirements. The parties have agreed to a 90-day exclusivity period, and the transaction is currently anticipated to be completed on or before February 5, 2026, subject to extension by mutual agreement.

From an advisory perspective, the transaction highlights several key strategic themes, including portfolio diversification into nuclear-adjacent advanced materials, alignment with long-term energy security and decarbonization trends, and the importance of domestically controlled supply chains for critical industrial inputs. The proposed governance structure following closing is expected to include board representation from both Smartkem and Carbonium Core, supporting continuity, oversight, and strategic alignment.

The engagement underscores E.F. Hutton's experience advising on transactions involving emerging technologies, regulated end markets, and complex capital structures. The firm continues to act as a trusted advisor to public companies pursuing growth through disciplined, strategically aligned acquisitions.

About E.F. Hutton and Co.

E.F. Hutton and Co. is an investment banking and advisory firm providing strategic advisory, capital markets, and transaction execution services to corporations, financial sponsors, and institutional investors. With more than 500 completed transactions representing over $60 billion in aggregate proceeds, E.F. Hutton brings deep experience across mergers and acquisitions, capital formation, and complex financial transactions.

Contact Information

E.F. Hutton and Co.

info@efhutton.com

https://efhutton.com

(212) 970-3700

E.F. Hutton Serves as Exclusive M&A Advisor to Smartkem on Proposed Acquisition of Carbonium Core, Inc.