SMX Secures Up to $50M Equity Line

TL;DR

SMX just inked a $50M equity line with investors, giving them cash flexibility over 3 years.

AI Summary

On December 1, 2025, SMX (Security Matters) Public Limited Company entered into a Standby Equity Purchase Agreement (SEPA) with institutional investors. This agreement allows SMX to sell up to $50 million of its ordinary shares to these investors over a period of 36 months, providing a flexible source of capital.

Why It Matters

This provides SMX with a flexible and potentially significant source of capital, which can be used for growth initiatives or to manage operational needs without immediate dilution.

Risk Assessment

Risk Level: medium — While providing capital, equity purchase agreements can lead to dilution for existing shareholders if shares are sold at unfavorable prices.

Key Numbers

• $50.0M — Standby Equity Facility (Maximum capital SMX can draw over 36 months)
• 36 months — Agreement Term (Duration over which SMX can utilize the equity facility)

Key Players & Entities

• SMX (Security Matters) Public Limited Company (company) — The company entering the agreement
• Standby Equity Purchase Agreement (agreement) — The financial instrument used
• $50 million (dollar_amount) — The maximum amount available under the agreement
• December 1, 2025 (date) — The effective date of the agreement

FAQ

Key Financial Figures

• $11.5 m — gross proceeds to the Company of up to $11.5 million, subject to conditions (the &ldqu
• $100 million — the “SEPA Investor”), up to $100 million worth of the Company’s ordinary s
• $5,750,000 — urchase Price shall be paid as follows: $5,750,000 was paid on the initial closing date of
• $14,375,000 — the aggregate principal amount of up to $14,375,000 (the “Principal Amount”), a
• $1.50 — ations or other similar events and (ii) $1.50. Any such conversion is subject to conv
• $100,000,000 — two percent of the commitment amount of $100,000,000. To satisfy the Facility Fee, the Compa
• $2,000,000 — of additional Ordinary Shares equal to $2,000,000 divided by the lesser of the most recen
• $10,000,000 — cash fee equal to (i) 8.0% of the first $10,000,000 of aggregate gross proceeds received by
• $40,000,000 — in the Offering, (ii) 6.0% of the next $40,000,000 of aggregate gross proceeds received by
• $11,000,000 — e Company in the Offering (representing $11,000,000 - $50,000,000 of gross proceeds), and (
• $50,000,000 — he Offering (representing $11,000,000 - $50,000,000 of gross proceeds), and (iii) 4.0% of t
• $51,000,000 — e Company in the Offering (representing $51,000,000 - $100,000,000 of aggregate gross proce
• $90,000 — f aggregate gross proceeds), plus up to $90,000 for its fees and expenses. Further, p
• $360,000 — id to the Placement Agent approximately $360,000 in cash fees at the First Closing, and
• $560,000 — t the First Closing, and expects to pay $560,000 in cash fees at the Second Closing. T

Filing Documents

• form6-k.htm (6-K) — 34KB
• ex99-2.htm (EX-99.2) — 320KB
• ex99-3.htm (EX-99.3) — 122KB
• 0001493152-25-026446.txt ( ) — 477KB

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 5, 2025 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY By: /s/ Haggai Alon Name: Haggai Alon Title: Chief Executive Officer

View Full Filing

View this 6-K filing on SEC EDGAR