SMX's Strikes $111.5 Million Equity Purchase Agreement, Puts an Exclamation Point on a Transformative 2025

Rhea-AI Summary

SMX (NASDAQ:SMX) entered a $111.5 million equity purchase agreement with Target Capital 1, LLC on December 1, 2025, comprising an $11.5 million promissory note and discretionary access to up to $100 million in additional capital.

SMX retains control over timing, scale, and purpose of draws, with no required drawdowns and no share issuance required until at least Q1 2026. The facility supports global rollout of SMX’s molecular identity verification across multiple industries and permits allocation of net proceeds to digital reserve assets as part of a modern treasury strategy.

Positive

• $111.5M equity purchase agreement secured
• $11.5M initial promissory note provided
• Discretionary access to up to $100M additional capital
• No required drawdowns; control over timing preserved

Negative

• Potential future equity issuance starting Q1 2026

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 size: $111.5 million Promissory note: $11.5 million Discretionary capital access: $100 million +5 more

8 metrics

Equity purchase size $111.5 million Equity purchase agreement with Target Capital 1, LLC

Promissory note $11.5 million Component of equity purchase agreement

Discretionary capital access $100 million Additional capital under equity purchase agreement

Reverse split ratio 8:1 Reverse stock split effective November 18, 2025

Shares reduced 8,404,581 to 1,050,572 Post 8:1 reverse stock split share count change

Plan share increase 1,139,275 to 10,785,000 Authorized shares under 2022 Incentive Equity Plan

Resale registration 22,590,361 shares Ordinary shares registered for resale under 424B3

Current share price $213.07 Pre-news price vs 52-week range $3.12–$66,187.2857

Market Reality Check

Price: $14.81 Vol: Volume 1,093,237 is about...

low vol

$14.81 Last Close

Volume Volume 1,093,237 is about 28% of the 3,958,364 20-day average, indicating muted trading interest pre-announcement. low

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

Peers on Argus

SMX was modestly higher (+0.21%) while key peers were mixed: LICN appeared in mo...

1 Down

SMX was modestly higher (+0.21%) while key peers were mixed: LICN appeared in momentum scanners moving down about 4%, PMAX fell 5.97%, while SFHG gained 13.68% and NISN and SGRP were up 2.74% and 2.15%. This points to stock-specific rather than broad sector-driven dynamics.

Historical Context

5 past events · Latest: Dec 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Recycling tech highlight	Positive	+0.2%	NAFRA highlighted SMX’s 99–100% accurate industrial sorting system.
Dec 10	Industry forum return	Positive	+0.2%	Return to NAFRA forum underscored attention to SMX traceability tech.
Dec 10	Visibility milestone	Positive	+0.2%	Second NAFRA invitation marked shift from validation to industry visibility.
Dec 10	Implementation focus	Positive	+0.2%	NAFRA/ACC program moved SMX from proof-of-concept to deployment talks.
Dec 10	Conference presentation	Positive	+0.2%	NAFRA & ACC webinar to showcase molecular-marker and digital passport tech.

Pattern Detected

Recent positive technology validation and industry visibility news around NAFRA and recycling traceability coincided with modest positive price reactions, suggesting incremental but not explosive responses to favorable headlines.

Recent Company History

Over the past months, SMX issued several news items on December 10, 2025 tied to NAFRA and the American Chemistry Council, highlighting 99%–100% industrial-speed sorting accuracy for flame-retardant and carbon-black plastics and positioning its molecular-marker and digital passport platform for circularity and compliance. Each event carried positive implications for industry validation and implementation, with subsequent 24h price reactions of about +0.21%, indicating consistently small positive moves to constructive operational updates. Today's equity purchase agreement sits on top of that trajectory of growing visibility.

Market Pulse Summary

The stock dropped -36.1% in the session following this news. A negative reaction despite access to u...

Analysis

The stock dropped -36.1% in the session following this news. A negative reaction despite access to up to $111.5 million in equity financing would contrast with prior modestly positive responses to constructive news. Selling pressure could reflect concern over potential future issuance, in light of recent reverse stock splits, large expansions of incentive equity plans, and registered resale shares. Historical news flow showed consistent but small positive moves, so a sharp decline would represent a deviation from that pattern.

Key Terms

molecular identity, digital reserve assets, promissory note, convertible promissory notes, +4 more

8 terms

molecular identity technical

"SMX's (NASDAQ:SMX) molecular identity platform created the foundation"

Molecular identity refers to the unique combination of properties that define a specific molecule, much like a fingerprint distinguishes one person from another. It determines how the molecule behaves and interacts with its environment, which can influence various processes in the body or in chemical reactions. For investors, understanding molecular identity helps assess the safety, effectiveness, or potential risks associated with products or treatments involving those molecules.

digital reserve assets financial

"allocate part of the net proceeds to digital reserve assets"

Digital reserve assets are electronic holdings—such as tokenized currencies, stablecoins, or central bank digital currency balances—kept by governments, banks or large firms to back payments, settle transactions and support financial stability. Think of them like digital cash stored in a secure vault that institutions use to guarantee other digital money; changes in their supply or credibility can affect liquidity, payment reliability and investor confidence in related markets.

promissory note financial

"The agreement includes a $11.5 million promissory note"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

convertible promissory notes financial

"ordinary shares the holders may receive upon partial conversion of principal under $15,000,000 convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

reverse stock split financial

"announced a reverse stock split at an 8:1 ratio"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

restricted stock units financial

"granted 6,935,000 restricted stock units and 3,850,000 stock options"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

stock options financial

"restricted stock units and 3,850,000 stock options to executive officers"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

digital product passport technical

"links it to a digital product passport to improve downstream recycling"

A digital product passport is an online record that stores verified information about an item's origin, materials, manufacturing, ownership history, certifications and repair or recycling options — like a passport for a physical product. Investors care because it makes supply chains and compliance transparent, helping assess regulatory risk, durability, resale value and brand trust; clearer data can reduce surprises, legal exposure and costs tied to sustainability or safety rules.

AI-generated analysis. Not financial advice.

NEW YORK CITY, NEW YORK / ACCESS Newswire / December 1, 2025 / Global trade depends on the assumption that everyone follows the same rules. In reality, they don't. Compliance frameworks differ by country. Recycling standards vary by region. Verification processes change by industry. A supply chain stretching across continents often operates inside systems that weren't designed to work together. The result is friction, inconsistency, and significant inefficiency.

In 2025, this fragmentation became impossible to overlook. Gold markets needed unified verification that could withstand scrutiny from both traders and regulators. Plastics processors required recovery data compatible with national policy frameworks. Textile brands demanded authenticated input claims to satisfy consumer expectations and regulatory obligations. Critical mineral suppliers needed molecular identity capable of serving multiple jurisdictions at once. These weren't isolated challenges. They were different expressions of the same structural problem. The world needed a unified proof standard.

SMX's (NASDAQ:SMX) molecular identity platform created the foundation for that standard. It gives materials a unique signature that moves with them regardless of country or processing environment. But building a unified global architecture around this capability requires capital designed for systems, not isolated deployments.

This is why SMX's $111.5 million equity purchase agreement with Target Capital 1, LLC has become such a defining development. The agreement includes a $11.5 million promissory note and discretionary access to up to $100 million in capital. SMX retains full control over timing, scale, and purpose. There are no required drawdowns and no operational restrictions. It's capital built for global consistency.

SMX Will Draw On Its Own Terms

In other words, SMX does not need to issue shares until at least the first quarter of 2026. The initial tranche looks more than sufficient to fund near-term initiatives. This reinforces the discretionary structure and keeps SMX's current operational momentum free from immediate capital activity.

This stability matters, because SMX's 2025 momentum crossed industries that rarely evolve on the same timeline. European recycled materials programs advanced molecular authentication. Middle Eastern gold markets modernized verification. Asian circularity initiatives adopted plastics passports supported by identity systems that survive industrial recycling. U.S. compliance frameworks began shifting toward scientific validation. Each system moved independently, but all converged on the same expectation. Proof needed to be measurable, portable, and consistent.

The equity purchase agreement supports this convergence. With capital flexibility in place, SMX can build verification systems that unify standards across gold, minerals, plastics, textiles, agriculture, and regulated supply chains. National circularity programs and commercial deployments can progress in parallel. Industry frameworks that once operated separately can now be supported under the same global verification architecture.

Transformative Technology Matched With A Modern Treasury

The agreement also allows SMX to allocate part of the net proceeds to digital reserve assets. This strengthens a modern and resilient treasury strategy aligned with decentralized, data-driven verification models. It's a structural reinforcement designed to support long-term system stability.

Unified verification won't emerge from fragmented processes. It will emerge from systems capable of operating across borders with consistent integrity. The $111.5 million equity purchase agreement provides SMX with the capital foundation to accelerate that shift, while the timing provisions ensure it deploys this resource only when the next phase of global expansion calls for it.

SMX isn't responding to fragmentation anymore. It's building the architecture that resolves it.

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 are the terms of SMX's December 1, 2025 agreement with Target Capital (SMX)?

SMX signed a $111.5M equity purchase agreement including an $11.5M promissory note and discretionary access to up to $100M in additional capital.

Will SMX need to issue shares immediately under the Target Capital agreement (SMX)?

No share issuance is required immediately; SMX does not need to issue shares until at least Q1 2026.

How does the $111.5M facility affect SMX's expansion plans (SMX)?

The capital provides flexible funding to scale SMX’s molecular identity verification across gold, plastics, textiles, minerals, and regulated supply chains.

Can SMX use proceeds from the equity purchase agreement for treasury assets (SMX)?

Yes; the agreement allows allocation of part of net proceeds to digital reserve assets as part of a modern treasury strategy.

Does the Target Capital agreement force SMX to draw capital under fixed timelines (SMX)?

No; the agreement imposes no required drawdowns and leaves timing, scale, and purpose to SMX discretion.