When Verification Becomes Currency, SMX's $110 Million Equity Purchase Agreement Powers Trusted Supply Chains

Rhea-AI Summary

SMX (NASDAQ:SMX) announced a $111.5 million equity purchase agreement with Target Capital 1, LLC that includes an $11.5 million promissory note and discretionary access to up to $100 million. The company controls drawdowns with no required funding and no penalties for measured execution. The agreement is expected to delay any share issuance under the facility until at least Q1 2026, supporting capital-structure stability during its global rollout. Part of net proceeds may be directed to digital reserve assets, aligning treasury strategy with verification-focused expansion across multiple industries.

Positive

• $111.5M equity purchase agreement secured
• $11.5M up-front promissory note available immediately
• Discretionary access to up to $100M without required drawdowns
• Expected delay of share issuance until at least Q1 2026
• Ability to direct net proceeds to digital reserve assets for treasury stability

Negative

• Only $11.5M is immediately available as a promissory note
• Additional funding under the facility is discretionary, not guaranteed
• Future equity draws could lead to share issuance after Q1 2026

Insights

Corporate Finance Strategist

SMX secured a sizable, flexible funding facility that supports scaling verification systems without immediate dilution.

SMX obtained a structured equity purchase agreement totalling $111.5 million that includes an up-front $11.5 million promissory note and discretionary access to up to $100 million. The facility gives the company optional access to capital with no required drawdowns and no early penalties, which preserves near-term capital structure stability while enabling paced, demand-driven funding of deployments.

The arrangement reduces short-term dilution risk because no shares are expected to be issued under the agreement until at least Q1 2026, but material dependencies remain: actual benefit depends on if and when SMX elects to draw from the $100 million tranche, the terms governing future equity issuances, and how proceeds directed to "digital reserve assets" affect treasury liquidity. These elements determine whether the facility sustains operations across multiple geographies as described.

Watch the company disclosures on drawdown decisions, equity issuance mechanics, and use of proceeds; the near-term horizon to monitor is through Q1 2026 when share issuance could begin and when any additional funding choices will become visible.

NEW YORK, NY / ACCESS Newswire / December 1, 2025 / Trust is the most valuable commodity in the modern economy, yet it's the hardest to secure. Every sector relies on trust. Gold must confirm origin. Minerals must authenticate purity. Plastics recycling must be proven scientifically. Textile supply chains must verify input claims. Agricultural networks must demonstrate traceability. Aerospace and electronics must confirm authenticity at the part level. No major industry can rely on assumptions anymore. Trust can't be declared. It has to be demonstrated.

SMX (NASDAQ:SMX) built the molecular identity system that allows trust to be engineered. It gives materials their own voice. And as verification becomes a prerequisite for global trade, capital structures that support verification at an industrial scale become essential.

That's why the $111.5 million equity purchase agreement with Target Capital 1, LLC is more than financing. It's the structural platform behind the rise of verification as the operational currency of global supply chains.

Millions Up Front

The agreement provides a $11.5 million promissory note and discretionary access to up to $100 million. SMX chooses when and whether to use this resource. There are no required drawdowns and no penalties for measured execution. It's capital aligned with precision.

That up-front tranche should also ensure that no shares will be issued under the agreement until at least the first quarter of 2026. That's based on the expectation that the company will likely not access additional funding under the facility before that period. This keeps the company's capital structure stable through its current global rollout, reinforcing that the agreement is a strategic mechanism rather than an immediate funding event. And it comes at the perfect moment.

Throughout 2025, industries worldwide pushed toward systems that require measurable authentication. Gold markets needed continuity of identity from mine to vault. Plastics circularity platforms needed proof that doesn't vanish during processing. Mineral suppliers needed compliance systems that serve both national security mandates and global demand. Textile and industrial suppliers needed frameworks capable of meeting tightening regulations. Every industry began asking for the same thing: evidence.

Stability in a Tough Environment

The equity purchase agreement also supports SMX's long-term stability by allowing part of the net proceeds to be directed toward digital reserve assets. This reinforces a treasury architecture aligned with the Proof Economy's decentralized, data-driven nature.

The capital structure also lets SMX serve multiple global systems simultaneously. Gold identity can scale in the Middle East while plastics passports expand in Asia. Textile verification can grow in Europe while mineral authentication advances across North America. The company can maintain momentum in existing markets while entering new ones, all without restricting its operational focus.

Verification is becoming the currency that determines access, integrity, and value across global supply chains. With the $111.5 million equity purchase agreement secured and the timing window clearly defined, SMX has the strategic and financial foundation required to build the systems that make verification universal.

The shift isn't speculative. It's already happening. And SMX is positioned at its center.

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 (SMX)?

The agreement includes an $11.5M promissory note plus discretionary access to up to $100M, totaling $111.5M.

When will SMX potentially issue shares under the Target Capital facility (SMX)?

The company expects that no shares will be issued under the agreement until at least Q1 2026.

How much immediate funding does SMX receive from the Target Capital agreement (SMX)?

SMX receives an immediate $11.5M promissory note; the remaining capacity is discretionary.

How does the $111.5M agreement affect SMX's capital plan and operations (SMX)?

The facility provides optional capital to support a global rollout while preserving current capital structure until additional draws are made.

Will SMX use proceeds from the agreement for digital reserve assets (SMX)?

The company said part of net proceeds may be directed to digital reserve assets to reinforce its treasury architecture.