SMX Announces $111.5M Equity Purchase Agreement with Target Capital 1, LLC

Rhea-AI Summary

SMX (SMX) entered an equity purchase agreement with Target Capital 1, LLC to provide financing and a flexible equity facility.

Key terms include a $11.5M convertible promissory note with a 20% OID (face value $14.375M), an equity line allowing up to $100M of ordinary shares (no minimum usage), and $2M in Commitment Shares issued to the investor. SMX may use part of net proceeds to acquire bitcoin or another cryptocurrency as a reserve asset. Closing is expected on or about Dec 2, 2025 and related documents will be filed on Form 6-K.

Positive

• $100M equity line available to SMX
• Upfront $11.5M promissory note financing
• Investor receives $2M Commitment Shares at closing
• Company controls timing and amount of equity draws

Negative

• 20% OID increases promissory note cost (face $14.375M)
• Potential dilution from up to $100M share issuances
• Planned purchase of bitcoin/crypto adds reserve-asset volatility

News Market Reaction

-36.12%

42 alerts

-36.12% News Effect

+28.2% Peak Tracked

-36.3% Trough Tracked

-$39M Valuation Impact

$69M Market Cap

0.6x Rel. Volume

On the day this news was published, SMX declined 36.12%, reflecting a significant negative market reaction. Argus tracked a peak move of +28.2% during that session. Argus tracked a trough of -36.3% from its starting point during tracking. Our momentum scanner triggered 42 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $39M from the company's valuation, bringing the market cap to $69M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Equity purchase capacity: $111.5 million Convertible note principal: $11.5 million Note face value: $14.375 million +5 more

8 metrics

Equity purchase capacity $111.5 million Total of $11.5M note plus up to $100M equity line under Agreement

Convertible note principal $11.5 million Principal amount of convertible promissory note

Note face value $14.375 million Face value after 20% original issue discount

Equity line size $100 million Maximum ordinary shares SMX may sell under equity line

Commitment Shares value $2 million Value of ordinary shares or pre-funded warrants issued as commitment

OID 20% Original issue discount on the $11.5M convertible note

Closing date December 2, 2025 Expected closing of the financing transactions

Pre-news share price $213.07 Price before announcement; <b>0.21%</b> up over prior 24 hours

Market Reality Check

Price: $17.00 Vol: Volume 1,093,237 is below...

low vol

$17.00 Last Close

Volume Volume 1,093,237 is below 20-day average 3,958,364 (relative volume 0.28). low

Technical Price at 213.07 is trading below 200-day MA of 2,037.27, reflecting a weak longer-term trend.

Peers on Argus

SMX showed a modest pre-news gain of 0.21%, while the only peer in the momentum ...

1 Down

SMX showed a modest pre-news gain of 0.21%, while the only peer in the momentum scanner, LICN, was down about 4%. Other close peers showed mixed moves between roughly -6% and +14%, indicating today’s setup looks stock-specific rather than a coordinated sector move.

Historical Context

5 past events · Latest: Dec 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Tech recognition	Positive	+0.2%	NAFRA highlighted SMX’s high-accuracy industrial sorting for improved recycling.
Dec 10	Industry attention	Positive	+0.2%	Return to NAFRA forum underscored industrial sorting and traceability potential.
Dec 10	Visibility shift	Positive	+0.2%	Second NAFRA invitation marked move from validation toward industry visibility.
Dec 10	Implementation focus	Positive	+0.2%	NAFRA/ACC program signaled shift from feasibility to deployment discussions.
Dec 10	Conference presentation	Positive	+0.2%	Presentation on tracer tech for BFR plastics and circularity frameworks.

Pattern Detected

Recent SMX headlines around technology validation and industry visibility were followed by a small positive price reaction of 0.21% each time, suggesting modest upside alignment with positive news.

Recent Company History

Over the last several months, SMX issued multiple news items on December 10, 2025 highlighting its molecular-marker and digital passport technology, industrial-speed sorting demonstrations with 99%–100% accuracy, and growing visibility via NAFRA and the American Chemistry Council. Each of these technology- and visibility-focused updates coincided with a 0.21% positive price reaction. Today’s funding-focused announcement follows a period where the narrative centered on technical validation and industry engagement rather than capital structure.

Market Pulse Summary

The stock dropped -36.1% in the session following this news. A negative reaction despite the new fun...

Analysis

The stock dropped -36.1% in the session following this news. A negative reaction despite the new funding capacity would fit concerns about dilution from the $11.5 million convertible note with 20% OID, the $2 million in Commitment Shares, and the up to $100 million equity line. Earlier technology and visibility headlines were followed by only a modest 0.21% price lift, so a sharp decline on this financing news would highlight the market’s sensitivity to capital-structure changes and potential selling pressure from future share issuance.

Key Terms

convertible promissory note, original issue discount, equity line of credit, pre-funded warrants, +3 more

7 terms

convertible promissory note financial

"the investor will purchase a convertible promissory note from SMX in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"principal amount of $11.5 million (with an OID of 20%, for a face value"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

equity line of credit financial

"up to $100 million worth of the Company's ordinary shares in an equity line of credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

pre-funded warrants financial

"issue to the investor, ordinary shares or pre-funded warrants equal in value to $2 million"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

private placement financial

"were offered in a private placement pursuant to an applicable exemption"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement regulatory

"SMX has agreed to file a registration statement with the SEC covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

placement agent financial

"RBW Capital Partners LLC is acting as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

NEW YORK, NY / ACCESS Newswire / December 1, 2025 / SMX (Security Matters) PLC ("SMX"), the pioneer of molecular "physical-to-digital" marking for supply-chain transparency, announced today that it has entered into an equity purchase agreement (the "Agreement") with Target Capital 1, LLC, to provide an efficient and flexible source of funding, enabling SMX to progress its business development opportunities. In addition, SMX has agreed to use a portion of the net proceeds, after payment of certain fees and expenses, to acquire bitcoin or another cryptocurrency subject to the mutual consent of the parties, which shall serve as a reserve asset for SMX.

Under the terms of the Agreement, the investor will purchase a convertible promissory note from SMX in the principal amount of $11.5 million (with an OID of 20%, for a face value of $14.375 million), and further, SMX has the right to sell and the investor has the obligation to purchase, up to $100 million worth of the Company's ordinary shares in an equity line of credit. Except as otherwise provided in the Agreement, SMX, at its sole discretion, will control the timing and amount of all sales of ordinary shares under the equity line, and the investor will control the timing and amount of conversions under the promissory note. The Company is not obligated to utilize any of the $100 million available under the equity line and there are no minimum commitments or minimum use penalties. Neither the equity line nor the promissory note imposes any restrictions on the Company's operating activities. For the commitment under the equity line, SMX agreed to issue to the investor, ordinary shares or pre-funded warrants equal in value to $2 million (the "Commitment Shares").

The closing of the transactions is expected to occur on or about December 2, 2025, subject to satisfaction of customary closing conditions.

RBW Capital Partners LLC is acting as the exclusive placement agent for the offering.

A copy of the Agreement and the promissory note is available in the Company's Report on Form 6-K that will be filed with the Securities and Exchange Commission ("SEC").

The promissory note, the Commitment Shares, and the shares available under the equity line and upon conversion of the promissory note, were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. SMX has agreed to file a registration statement with the SEC covering the resale of the Commitment Shares, the ordinary shares issuable upon conversion of the promissory note, and the ordinary shares issuable under the equity line.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these common shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

For further information contact:

SMX GENERAL ENQUIRIES	Follow us through our social channel @secmattersltd
E: info@securitymattersltd.com	@smx.tech

About SMX

As global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional regulations and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital platform technology to transition more successfully to a low-carbon economy.

Forward-Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "forecast," "intends," "may," "will," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example:the ability of SMX to satisfy the conditions under the Equity Purchase Agreement, the Promissory Note and related agreements; successful launch and implementation of SMX's joint projects with manufacturers and other supply chain participants of steel, rubber and other materials; changes in SMX's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; SMX's ability to develop and launch new products and services, including its planned Plastic Cycle Token; SMX's ability to successfully and efficiently integrate future expansion plans and opportunities; SMX's ability to grow its business in a cost-effective manner; SMX's product development timeline and estimated research and development costs; the implementation, market acceptance and success of SMX's business model; developments and projections relating to SMX's competitors and industry; and SMX's approach and goals with respect to technology. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of the Company's shares on Nasdaq; changes in applicable laws or regulations; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which SMX operates; the risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX's products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect its intellectual property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described in SMX's filings from time to time with the Securities and Exchange Commission.

SOURCE: SMX (Security Matters)

View the original press release on ACCESS Newswire

FAQ

What financing did SMX (SMX) announce on December 1, 2025?

SMX announced an equity purchase agreement with Target Capital 1, LLC including a $11.5M promissory note and an equity line up to $100M.

How does the promissory note for SMX (SMX) work and what is the OID?

The promissory note principal is $11.5M with a 20% OID, creating a face value of $14.375M.

When is the SMX financing closing and what filings will follow?

Closing is expected on or about December 2, 2025, and SMX will file a Form 6-K with the agreement and promissory note.

What is the maximum equity SMX (SMX) can sell under the equity line?

SMX may sell up to $100M of ordinary shares under the equity line, with no minimum usage required.

Will SMX use proceeds to buy cryptocurrency and why does that matter?

SMX agreed to use a portion of net proceeds to acquire bitcoin or another cryptocurrency as a reserve asset, which introduces crypto price volatility to its balance sheet.

Are there restrictions on SMX's operations from this financing (SMX)?

No; the equity line and promissory note do not impose restrictions on SMX's operating activities per the agreement.