SMX Scores $111.5 Million Equity Purchase Agreement to Advance "Proof" Economy Platform

Rhea-AI Summary

SMX (NASDAQ:SMX) announced a $111.5 million equity purchase agreement with Target Capital 1, LLC on December 1, 2025, beginning with an $11.5 million convertible promissory note and an optional equity line the company can draw at its discretion. The structure has no minimum draw requirements, no penalties for non-use, and permits use of proceeds for operations and digital reserve assets.

This capital is presented as support for scaling SMX's Proof Economy platform globally, funding national programs, commercializing pilots, and expanding verification across supply chains.

Positive

• $111.5M committed equity purchase agreement
• $11.5M immediate convertible promissory note
• Optional equity line provides on-demand capital flexibility

Negative

• Equity issuance potential may cause share dilution
• No mandatory draws or milestones could limit near-term funding certainty

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 agreement: $111.5 million Convertible note: $11.5 million

2 metrics

Equity purchase agreement $111.5 million Total potential funding under agreement with Target Capital 1, LLC

Convertible note $11.5 million Initial convertible promissory note as part of agreement

Market Reality Check

Price: $15.83 Vol: Volume 1,093,237 is 0.28x...

low vol

$15.83 Last Close

Volume Volume 1,093,237 is 0.28x the 20-day average of 3,958,364, indicating muted trading activity before this funding news. low

Technical Shares at 213.07 were trading below the 200-day MA of 2,037.27, reflecting a longer-term downtrend ahead of the agreement.

Peers on Argus

SMX was up 0.21% while key peers showed mixed moves: LICN appeared in momentum s...

1 Down

SMX was up 0.21% while key peers showed mixed moves: LICN appeared in momentum scanners and was down about 4%, PMAX was down 5.97%, SFHG was up 13.68%, NISN up 2.74%, and SGRP up 2.15%. The pre-news action 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	Recycling tech highlight	Positive	+0.2%	NAFRA highlighted SMX’s 99%–100% sorting accuracy for complex plastics.
Dec 10	Industry forum return	Positive	+0.2%	Return to NAFRA forum underscored validation of industrial sorting tech.
Dec 10	Visibility upgrade	Positive	+0.2%	Second NAFRA invitation marked shift from technical validation to visibility.
Dec 10	Implementation focus	Positive	+0.2%	NAFRA/ACC program moved discussion from feasibility toward deployment.
Dec 10	Webinar presentation	Positive	+0.2%	Planned webinar to showcase molecular-marker platform and product passport.

Pattern Detected

Recent SMX news around industrial validation and NAFRA visibility coincided with consistently small positive price reactions of 0.21%, suggesting modest but aligned responses to positive catalysts.

Recent Company History

Over recent months, SMX has focused on industrial traceability and circularity, with multiple December 10, 2025 news items highlighting NAFRA and American Chemistry Council engagements and industrial-speed sorting accuracy of 99%–100% for complex plastics. Each event described progression from proof-of-concept to implementation, with the stock reacting by about 0.21% after these announcements. Today’s equity purchase agreement adds a capital-structure layer to that earlier operational and industry-validation narrative.

Market Pulse Summary

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

Analysis

The stock dropped -36.1% in the session following this news. A negative reaction despite this agreement would contrast with past instances where industrial and visibility milestones, such as NAFRA-related news with 99%–100% sorting accuracy, coincided with small positive moves of about 0.21%. Pressure could reflect concerns about future dilution or deal structure, especially given recent reverse stock splits and expanded incentive equity plans in filings. Historical patterns suggest investors scrutinized both operational progress and capital structure when reassessing SMX after major announcements.

Key Terms

equity purchase agreement, convertible promissory note, equity line, net proceeds, +1 more

5 terms

equity purchase agreement financial

"SMX's (NASDAQ:SMX) new $111.5 million equity purchase agreement belongs..."

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

convertible promissory note financial

"It begins with a $11.5 million convertible promissory note and extends..."

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.

equity line financial

"...and extends into an equity line that SMX can draw from entirely..."

An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.

net proceeds financial

"The agreement also enables the Company to allocate a portion of net proceeds toward..."

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

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 / Some announcements matter. Others shift the center of gravity. SMX's (NASDAQ:SMX) new $111.5 million equity purchase agreement belongs in the second category. It's not an add-on to an already strong year. It's the headline development that sets the pace for what comes next. The world is moving toward a Proof Economy, and this agreement gives SMX the capital access, strategic flexibility, and operational runway to build it on a global scale.

The agreement with Target Capital 1, LLC provides up to $111.5 million in potential funding through a structure deliberately built around SMX's momentum. It begins with a $11.5 million convertible promissory note and extends into an equity line that SMX can draw from entirely at its own discretion. There are no minimum requirements, no penalties for non-use, and no restrictions on how the Company executes its operations.

This is not routine capital. It's capital designed to accelerate impact.

A Sizable Impact

That impact is already visible across 2025. Singapore launched national plastic circularity programs based on molecular-level identity. Spain and France advanced high-grade recycling and textile authentication. The Middle East pushed gold verification into a new era. The United States engaged with critical minerals, regulated supply chains, and industrial recycling. Individually, these initiatives show progress. Together, they reveal something larger. The world is aligning around a future where materials carry proof embedded in their composition, and where identity is no longer a matter of paperwork but of science.

The equity purchase agreement arrives at the point where traction becomes infrastructure. It gives SMX the financial strength to support multiple partners across multiple regions, all moving toward measurable recovery, authenticated materials, and transparent circularity. It replaces the limitations of traditional financing with optionality, allowing SMX to scale technology deployments in sync with global demand.

The agreement also enables the Company to allocate a portion of net proceeds toward digital reserve assets. This strengthens long-term balance sheet resilience and mirrors the decentralization and data integrity principles at the core of SMX's technology. It aligns financial durability with operational mission.

A Capstone to a Transformative 2025

But the true significance of this agreement is how it connects to the year SMX just lived. 2025 was not a series of isolated wins. It was the construction of a global platform. Gold verification fortified critical minerals. Plastics passports supported textiles. High-grade recycling programs reinforced industrial circularity. Each partnership amplified the next, confirming that the Proof Economy is not theoretical. It's emerging country by country, sector by sector, system by system.

The $111.5 million equity purchase agreement ensures SMX can meet that moment. It supports the expansion of national programs, the transition of pilots into commercial systems, and the operational scale required for verification to become embedded across global supply chains.

As the year closes, the message is clear. SMX is not simply participating in the Proof Economy. it's helping build the architecture that will define it. This agreement is more than access to capital. It's the catalyst that powers the next global chapter.

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 did SMX (NASDAQ:SMX) announce on December 1, 2025?

SMX announced a $111.5 million equity purchase agreement with Target Capital 1, LLC, starting with an $11.5 million convertible promissory note.

How much immediate funding does SMX receive under the agreement?

The agreement begins with a $11.5 million convertible promissory note available immediately.

What flexibility does the SMX equity line provide shareholders?

SMX can draw from an optional equity line up to $111.5 million with no minimum draws or penalties for non-use.

How will SMX use proceeds from the $111.5M agreement?

Proceeds may fund global deployments, transition pilots to commercial systems, and allocate a portion to digital reserve assets.

Does the agreement create dilution risk for SMX shareholders?

Yes. Draws under the equity line would involve issuing equity and could dilute existing shareholders.

What strategic impact does the $111.5M deal aim to have for SMX?

The deal is positioned to fund scale-up of SMX's Proof Economy platform across national programs and supply chains.