The Year Everything Shifted: How SMX Turned 2025 Into a Global Inflection Point and Crowned It With a $111.5 Million Equity Purchase Agreement

Rhea-AI Summary

SMX (NASDAQ:SMX) said 2025 was a transformational year marked by global deployments across plastics, textiles, gold, and recycling frameworks and culminated in a $111.5 million equity purchase agreement announced December 1, 2025. The deal includes an $11.5 million promissory note and access to up to $100 million of additional capital at SMX's discretion, with no minimum drawdowns, operational restrictions, or penalties. Management indicated the initial injection makes it unlikely SMX will issue new shares or draw on the facility until at least Q1 2026. The agreement also permits allocation of net proceeds to digital reserve assets as part of the company treasury strategy.

Positive

• $111.5M equity purchase agreement executed
• $11.5M initial promissory note capital injection
• Access to up to $100M additional capital facility
• No minimum drawdowns or operational restrictions in facility
• Treasury may hold digital reserve assets as valuation floor

Negative

• Facility includes no operational covenants, limiting lender protections
• Potential dilution risk remains until Q1 2026 if shares issued

Insights

Strategic Capital Markets Analyst

SMX secured a flexible $111.5 million equity facility, including an $11.5 million note and up to $100 million available, supporting global rollout into 2026.

The agreement directly supplies deployable capital without drawdown minimums or operational covenants, which lets the company fund deployments, preserve optionality, and hold capital in digital reserve assets if management chooses. The explicit inclusion of an $11.5 million initial promissory note and access to up to $100 million at the company’s discretion creates a treasury cushion that can be used for scaling national and multi-sector deployments described in the release.

Key dependencies and risks are explicit: future draws are discretionary and the company states it likely will not access the facility until Q1 2026, so near-term funding needs appear addressed but execution still depends on converting announced interest and partnerships into cash-generating contracts. The allowance to allocate proceeds to digital reserve assets offers a potential valuation floor but also introduces market-value exposure for those assets.

Concrete items to watch include the timing and size of any draws from the facility (next milestone: Q1 2026), signed commercial contracts or revenue milestones tied to the regional deployments, and any disclosures on the composition and accounting treatment of the digital reserve assets. These will clarify how the capital strengthens deployment versus merely supporting balance-sheet optionality over the next 6-18 months.

NEW YORK CITY, NY / ACCESS Newswire / December 1, 2025 / Every company has a year that separates "before" from "after." A year that doesn't just add progress to a timeline but redraws the entire arc. For SMX (NASDAQ:SMX), 2025 was more than a good year> It was better than a strong year. It was a transformational year. It was the year global systems finally demanded what SMX had spent years building. It was the year proof stopped being optional. It was the year verification became a global priority rather than a technical possibility.

And it was the year SMX positioned itself as a catalyst in that shift. Every region, every sector, and every compliance ecosystem made the same discovery. They couldn't move forward without measurable, durable, molecular-level truth. Gold needed it. Plastics needed it. Textiles needed it. Minerals needed it. National recycling frameworks needed it. And for the first time, these systems all turned to the same Company.

2025 was the year SMX became the common denominator.

Global Interest Drives Global Expansion

It happened across continents. Singapore embraced national plastics circularity. Spain and France are on board to authenticate recycled materials. The Middle East advanced gold verification into a new era of integrity. The United States began transitioning regulated supply chains away from administrative declarations toward scientific evidence.

SMX didn't chase these opportunities. They converged around it because industries that never shared common technical needs suddenly aligned on the same requirement. Identity. Proof. Integrity.

This is what makes the Company's $111.5 million equity purchase agreement, announced Monday, the perfect capstone to a defining year. The agreement wasn't only timely. It was symbolic. It confirmed that SMX had earned a financial architecture built for global scale and multi-sector deployment.

The agreement includes a $11.5 million promissory note and access to up to $100 million in capital at SMX's discretion. There are no minimum drawdowns, no operational restrictions, and no penalties for maintaining discipline. It's a capital structure aligned with ambition. And based on the initial capital injection, SMX will likely not issue new shares or draw on the facility until at least Q1 of 2026. It's financial clarity that lets SMX maintain pace while preserving strategic freedom.

A Modern Treasury

The agreement also allows SMX to allocate part of the net proceeds to digital reserve assets, strengthening a treasury architecture designed for durability and alignment with decentralized supply chain systems. There are no restrictions whatsoever. So, with those assets having market value, they could also serve as a valuation floor.

Still, what makes this the capstone to 2025 is how perfectly it completes the year's story. SMX didn't simply collect partnerships. It built infrastructure. It didn't chase projects. It shaped global standards. It didn't follow trends. It anticipated the Proof Economy years before the world needed it.

The $111.5 million deal marks the moment when SMX's global recognition, national deployments, industrial validation, and technological leadership converged into a structure that can support the next decade of authenticated commerce.

This agreement and the partnerships made aren't the conclusion of SMX's transformation. It's the confirmation that SMX is ready for everything that follows.

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 $111.5 million equity purchase agreement announced December 1, 2025?

The agreement includes a $11.5 million promissory note plus access to up to $100 million in additional capital, with no minimum drawdowns or operational restrictions.

Will SMX (SMX) issue new shares immediately after the December 1, 2025 agreement?

Management indicated the initial capital makes it unlikely SMX will issue new shares or draw on the facility until at least Q1 2026.

How can SMX use the proceeds from the $111.5 million agreement?

Net proceeds can be allocated to general corporate use and digital reserve assets to strengthen the company's treasury architecture.

How does the December 1, 2025 deal affect SMX's global expansion efforts?

The company framed the agreement as funding scale after 2025 deployments across plastics, textiles, gold, and national recycling frameworks worldwide.

Does the SMX capital facility impose operational or drawdown requirements?

No — the facility has no minimum drawdowns, no operational restrictions, and no penalties according to the announcement.