SMX (Security Matters) PLC Announces Pricing of $2.9 Million Public Offering
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Security Matters PLC's recent public offering of 12,125,000 ordinary shares at $0.24 per share is a strategic move to raise capital, amounting to approximately $2.91 million. This decision likely reflects the company's need to fund operations, invest in growth opportunities, or pay down debt. The pricing of the shares at $0.24, which is below the usual dollar range for many public offerings, could indicate that the company is willing to offer a discount to attract investors quickly, possibly due to an urgent need for liquidity.
Investors should consider the underwriting discounts and offering expenses, which will reduce the net proceeds to the company. The role of EF Hutton as the sole book-running manager suggests confidence in their ability to successfully market the offering. However, the attractiveness of this offering to investors will depend on the company's current financial health, market position and growth prospects. The dilutive effect of the new shares on existing shareholders' equity must also be taken into account, as it may affect the stock price negatively in the short term.
From a market perspective, the timing and size of Security Matters PLC's offering can significantly impact its market perception. The use of a Form F-1 registration statement indicates that SMX is a foreign issuer looking to comply with U.S. securities laws, which could broaden their investor base and increase visibility in the market. The amendments to the registration statement suggest that the company is responsive to regulatory feedback and market conditions, which could be seen as a positive sign by potential investors.
It's also vital to consider the broader market environment in which this offering is taking place. If the sector is facing headwinds or if the market is bearish, the offering might be met with less enthusiasm. Conversely, a bullish market or a sector on the rise could lead to a more favorable reception. The company's ability to secure a final prospectus and effectively communicate the offering's potential through EF Hutton's syndicate department will be crucial for the success of this capital raise.
The legal aspects surrounding the offering, such as the involvement of Ruskin Moscou Faltischek, P.C. and Lucosky Brookman LLP, underscore the importance of due diligence and compliance with securities laws. The effectiveness of the registration statement by the SEC is a mandatory step for any public offering, ensuring that all material information has been disclosed to potential investors. This legal framework is designed to protect investors and maintain market integrity.
Moreover, the disclaimer in the press release highlights the regulatory constraints on offering and selling securities. It is a reminder of the jurisdictional limitations and the necessity for the offering to comply with state and federal securities laws. Potential investors should be aware of these legal considerations as they can impact the timing and success of the offering, as well as their rights as shareholders.
EF Hutton LLC ("EF Hutton") is acting as the sole book running manager for the offering. Ruskin Moscou Faltischek, P.C. is acting as legal counsel to the Company, Lucosky Brookman LLP is acting as legal counsel to EF Hutton.
The offering is being conducted pursuant to the Company's registration statement on Form F-1, previously filed January 30, 2024 with the Securities and Exchange Commission ("SEC"), as amended on February 8, 2024 and February 14, 2024 (File No. 333-276760), that was declared effective by the SEC on February 15, 2024. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton LLC, 590 Madison Avenue, 39th Floor,
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About SMX (Security Matters) PLC
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 intended use of proceeds from the offering; 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; 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; any lingering effects of the COVID-19 pandemic on SMX's business; 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.
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SOURCE SMX
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