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

Insights

Capital Markets Strategist

Flexible $111.5M equity facility gives SMX optional capital to scale global verification systems while minimizing immediate dilution.

SMX secures an equity purchase agreement totaling $111.5 million, comprising an $11.5 million promissory note and discretionary access to up to $100 million. The company controls timing, scale, and purpose and faces no required drawdowns or operational covenants, which preserves near-term operational autonomy and delays share issuance until at least Q1 2026.

The primary dependencies are clear and concrete: successful, paced deployment of capital into multi‑industry verification projects and marketplace adoption across gold, plastics, textiles, critical minerals, and regulated supply chains. Execution risk centers on converting technical capability into deployable, revenue‑generating systems; the treasury allocation to digital reserve assets creates an added layer of strategy that must track liquidity needs and regulatory constraints.

Watch capital deployment cadence, any announced drawdowns against the facility, and milestones tied to commercial rollouts over the next 12 months, including evidence of cross‑jurisdictional integrations. Near‑term horizon: monitor activity into Q1 2026 for first potential equity draws and implementation updates.

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.