SMX's $111.5 Million Equity Purchase Agreement Becomes the Engine Behind the Proof Economy

Rhea-AI Summary

SMX (NASDAQ:SMX) announced a $111.5 million equity purchase agreement to fund global rollout of molecular-identity verification technology. The package includes a $11.5 million promissory note plus a discretionary equity line of up to $100 million, with SMX controlling timing and drawdowns and no penalties for non-use. The company says the capital will support commercial scaling of gold verification, critical minerals authentication, plastics passports, and high-grade recycled materials across Asia, Europe, the Middle East, and the US. SMX positions the agreement as a flexible capital engine to convert 2025 momentum into 2026 expansion.

Positive

• $111.5M total capital framework announced
• $11.5M promissory note available immediately
• Up to $100M discretionary equity line with company-controlled drawdowns

Negative

• Equity line use could dilute shareholders if draws are issued
• Future capital deployment depends on market adoption timing across regions

Insights

Capital-structure analyst

SMX secured a flexible $111.5 million capital package that materially improves optionality for scaling verification deployments.

SMX obtained a combined financing package described as a $11.5 million promissory note plus a discretionary equity line up to $100 million, for a total of $111.5 million. The issuer controls timing and drawdowns, and the agreement expressly contains no mandatory draws, forced issuance, or penalties for non‑use. That structure preserves balance-sheet flexibility while providing a sizeable committed funding runway.

The commercial case ties the capital directly to accelerating deployments across regions (Asia, Europe, the Middle East, the United States) and use cases (gold, critical minerals, plastics, recycled materials). Risks remain operational: execution must convert partnerships from pilot to platform, and timing of governmental or industrial rollouts will determine draw cadence. Watch near-term commercialization milestones and any announced draws or dilution events through 2026 as indicators of capital use and dilution pressure.

NEW YORK, NY / ACCESS Newswire / December 1, 2025 / Supply chains were never designed for the pressures they now face. Commodities move across dozens of borders. Compliance rules shift mid-transaction. Recycling claims demand scientific verification. Markets want authenticity. Governments want traceability. Brands want transparency. Consumers want accountability.

Everything depends on proof. But the systems that were supposed to deliver it could not keep up.

That reality pushed industries across the globe toward a new operating standard, one built on molecular identity instead of declarations or audits. That transition advanced faster in 2025 than anyone expected, and it created a new type of demand: for technology that does not blink under pressure, for systems that do not depend on trust, and for infrastructure capable of verifying the world's most critical materials.

That's where SMX's $111.5 million equity purchase agreement enters the picture. It's not a financial footnote. It is the engine behind the next phase of global rollout.

A Significant Capital Injection

The agreement provides SMX (NASDAQ:SMX) with a $11.5 million promissory note and a discretionary equity line of up to $100 million. Importantly, SMX controls the timing, scale, and deployment of every drawdown. No obligations. No forced issuance. No penalties for not accessing capital. This structure mirrors SMX's operating philosophy: precision, flexibility, and measurable execution.

The best part: This capital arrives at the exact moment SMX's partnerships are no longer pilots. They're becoming platforms.

Gold verification is moving from demonstration to commercial adoption. Critical minerals are entering an age where molecular identity will determine market access. Plastics passports are transitioning from policy goals to national systems. High-grade recycled materials are being authenticated at scale to serve industrial circularity. Each region - Asia, Europe, the Middle East, the United States - is building its own piece of a global system that requires the same type of technological backbone.

And now SMX has the capital engine to support them all at once.

On SMX Terms

The ability to draw capital only when needed means SMX can match investment with momentum. When a country advances a national circularity initiative, SMX can deploy resources. When industrial partners scale up recycled materials programs, SMX can expand capacity. When gold markets transition to authenticated bullion, SMX can strengthen the infrastructure behind it.

Every deployment reinforces the others. Gold supports minerals. Plastics support textiles. Recycling supports manufacturing. Compliance supports governance. The Proof Economy is not a category. It is a network, and SMX is building the connective tissue.

The equity purchase agreement ensures SMX can scale globally without compromising focus. It gives SMX the ability to meet rising demand, strengthen its operational base, and turn 2025's momentum into 2026's expansion arc.

SMX is stepping into a chapter where verification is no longer a service. It is a requirement. And now it has the capital engine to power that reality.

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.

Media Contact: info@securitymattersltd.com

SOURCE: SMX (Security Matters) Public Limited

View the original press release on ACCESS Newswire

FAQ

What does SMX's $111.5 million equity purchase agreement mean for SMX stock (SMX)?

It creates a $11.5M promissory note plus a discretionary equity line up to $100M, providing flexible capital to fund commercial scaling.

When was SMX's equity purchase agreement announced for SMX (NASDAQ:SMX)?

The agreement was announced on December 1, 2025.

How does the SMX capital structure limit forced issuance or penalties for SMX shareholders?

SMX controls timing and scale of drawdowns; the agreement specifies no forced issuance and no penalties for not accessing capital.

What will SMX use the $111.5M capital to fund in 2026?

SMX plans to fund commercial rollouts of gold verification, critical minerals authentication, plastics passports, and recycled-materials authentication.

Could SMX's $100M equity line affect shareholder value for SMX holders?

Yes. If SMX issues shares under the equity line, it could dilute existing shareholders; draw size and timing determine impact.

Does the SMX agreement obligate the company to access the full $100M equity line?

No. The equity line is discretionary and SMX controls whether and when to draw funds.