SMX Strengthens Balance Sheet and Eliminates Corporate-Level Convertible Indebtedness

Rhea-AI Summary

SMX (NASDAQ:SMX) announced on January 8, 2026 that all convertible notes with a $20,625,000 face amount sold in December 2025 were fully converted into 1,230,698 ordinary shares. The conversion materially reduces long-term liabilities, removes corporate-level convertible indebtedness and potential equity overhang, and eliminates restrictions on the company’s ability to raise capital.

This change strengthens the balance sheet and financial flexibility to advance project development, deployment of SMX's molecular-level material-embedded identity technology, and the company’s circular-materials strategy.

Positive

• $20.625M convertible debt fully converted into ordinary shares
• Eliminated corporate-level convertible indebtedness and associated restrictions
• Reduced long-term liabilities improving balance-sheet flexibility
• Supports advancement of project development and circular-materials strategy

Negative

• Issued 1,230,698 ordinary shares, which dilutes existing shareholders

Key Figures

Convertible notes face amount $20,625,000 Convertible notes sold in December 2025, now fully converted

Shares issued on conversion 1,230,698 ordinary shares Aggregate shares from full conversion of December 2025 notes

Market Reality Check

$0.0774 Last Close

Volume Volume 16,022,692 is well above the 20-day average of 1,906,245 (relative volume 8.41x). high

Technical Shares at 33.96, trading well below the 200-day MA of 1,508.36, despite today’s sharp move.

Peers on Argus

Sector peers show mixed, mostly modest moves, while SMX rose 76.14%. Scanner data did not flag sector-wide momentum, pointing to a stock-specific reaction.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 07	Tech use-case update	Positive	+76.1%	New molecular identity use case for cannabis and packaging traceability.
Jan 06	Tech use-case update	Positive	+10.5%	Embedded identity for food and cannabis packaging to enhance verification.
Jan 05	Strategy/positioning	Positive	-15.5%	Positioning platform for rising demand in regulatory-grade material verification.
Jan 05	Funding/strategy	Positive	-15.5%	Secured funding and focus on execution and Plastic Cycle Token growth.
Jan 05	Funding/operations	Positive	-15.5%	Q1 funding visibility and plans for disciplined growth and tech rollout.

Pattern Detected

Positive technology and balance-sheet headlines have recently seen sharp upside, while earlier financing and strategy updates drew negative reactions.

Recent Company History

Over the past few days, SMX has issued a series of announcements highlighting secured funding, international pilots, and its molecular marking and Plastic Cycle Token ecosystem. On Jan 5, several financing and strategy updates coincided with a -15.5% move. Subsequent packaging and cannabis-tracking technology releases on Jan 6 and Jan 7 aligned with gains of 10.49% and 76.14%. Today’s elimination of convertible indebtedness continues that shift toward balance-sheet and execution clarity.

Market Pulse Summary

This announcement highlights the full conversion of $20,625,000 in convertible notes into 1,230,698 shares, leaving SMX with no corporate-level convertible indebtedness. That simplifies the capital structure and removes a noted financing overhang as the company advances its molecular-level marking and digital traceability platform. Recent filings about reverse stock splits and equity plan expansions underline that capital structure and dilution remain key factors for investors to monitor alongside commercial execution.

Key Terms

convertible notes financial

"all $20,625,000 face amount of convertible notes that it sold in December 2025"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

molecular-level markers technical

"SMX's platform is built on molecular-level markers embedded directly into physical materials"

Molecular-level markers are specific molecules or patterns inside cells or blood that act like biological fingerprints, signaling the presence, stage, or likely behavior of a disease or response to a treatment. Investors care because these markers can speed drug development, enable targeted therapies and diagnostics, reduce clinical trial risk, and influence regulatory approval and commercial prospects—similar to how a map makes a journey safer and more predictable.

digital traceability technical

"a global pioneer in material-embedded identity and digital traceability"

Digital traceability is the ability to record and follow the origin, movement and changes of a product, data point or transaction through digital records, like a permanent breadcrumb or package-tracking history. For investors it matters because clear digital trails reduce risk, expose fraud or quality problems sooner, help prove regulatory or sustainability claims, and can improve efficiency and brand trust—factors that affect a company’s costs, liabilities and long-term value.

circular-materials technical

"its circular-materials platform.With this milestone, SMX enters its next phase"

Circular materials are raw or processed inputs designed to be reused, repaired, remanufactured, or recycled rather than thrown away, supporting a 'closed-loop' supply chain. For investors, they signal lower long-term material costs, reduced exposure to resource shortages and waste-related regulation, and potential appeal to customers and partners—like a product built from interchangeable parts that can be repeatedly refurbished instead of replaced.

carbon-neutrality mandates regulatory

"as global industries face tightening environmental regulations, carbon-neutrality mandates, and supply-chain"

Carbon-neutrality mandates are legal or regulatory requirements that a business, sector, or region cut or offset its greenhouse gas emissions so net emissions equal zero. For investors, these mandates matter because they can change costs, required investments, and competitive positions—like a rule that forces companies to balance an energy budget, creating risks for noncompliant firms and opportunities for businesses that provide cleaner technologies or cheaper compliance solutions.

supply-chain transparency requirements regulatory

"carbon-neutrality mandates, and supply-chain transparency requirements."

Rules or obligations that require companies to reveal detailed information about where their products and materials come from, who their suppliers are, and how goods move through production and delivery. For investors this is like an ingredients list and shipping log combined: it helps spot hidden risks (legal, environmental, or interruption), estimate potential costs, and judge management’s ability to prevent problems that could hurt revenue, reputation, or share price.

AI-generated analysis. Not financial advice.

Full conversion of convertible notes reduces long-term liabilities, removes potential equity overhang, and helps position SMX to advance project development and circular-materials strategy

NEW YORK, NY / ACCESS Newswire / January 8, 2026 / SMX (Security Matters) PLC (NASDAQ:SMX; SMXWW), a global pioneer in material-embedded identity and digital traceability, today announced that all $20,625,000 face amount of convertible notes that it sold in December 2025 have been fully converted in accordance with their terms, into an aggregate of 1,230,698 ordinary shares of the Company.

This full conversion of the notes materially reduces SMX's long-term liabilities, eliminates potential equity overhang associated with convertible instruments, removes restrictions on the Company's ability to raise capital in the future, and strengthens the Company's financial position as it advances project development across its circular-materials platform.

With this milestone, SMX enters its next phase of growth with no corporate-level convertible indebtedness and improved financial flexibility.

The Company believes that this is a meaningful balance-sheet inflection point for SMX, as eliminating its convertible debt enhances clarity for investors, reduces structural risk, and allows management to remain focused on executing the Company's technology roadmap and commercial programs without this financing overhang.

Advancing Material-Embedded Identity at Scale

SMX's platform is built on molecular-level markers embedded directly into physical materials during manufacturing. These invisible markers create a persistent, tamper-resistant identity that remains with the material throughout its lifecycle-manufacturing, distribution, use, recovery, and reuse.

Unlike external labels, barcodes, or documentation systems that can be removed or lost, SMX's technology has been developed to allow materials themselves to carry verifiable data, enabling:

• Authentication and origin verification

• Regulatory and sustainability compliance

• Lifecycle traceability and accountability

• Circular recovery and reuse pathways

The Company believes that this approach is increasingly relevant as global industries face tightening environmental regulations, carbon-neutrality mandates, and supply-chain transparency requirements.

Large and Expanding Market Opportunity

SMX operates at the intersection of advanced materials, digital traceability, and sustainability infrastructure, addressing markets measured in the tens of billions of dollars globally.

Across plastics, rubber, and other industrial materials, the Company believes that regulatory pressure and corporate sustainability commitments are accelerating demand for technologies that can verify material origin, composition, and lifecycle outcomes. SMX's platform is designed to serve manufacturers, brand owners, recyclers, and regulators seeking verifiable, data-anchored solutions rather than aspirational reporting.

By pairing embedded molecular identity with a digital platform, SMX enables materials to become data-bearing assets, supporting new commercial models tied to circularity, compliance, and resource efficiency.

SMX is positioned to advance:

• Ongoing and planned project deployments

• Expansion across industrial and consumer material categories

• Strategic collaborations and pilot programs

• Development of its digital traceability and circular-materials initiatives

The strengthened financial profile supports disciplined execution while preserving optionality as SMX continues to build its global platform.

Contact:

Jeremy Murphy
jeremymurphy@me.com

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: successful launch and implementation of SMX's existing or future joint projects with manufacturers and other supply chain participants of steel, rubber, fabric 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 involve a number of judgments, risks and uncertainties. Actual results may differ materially. SMX undertakes no obligation to update forward-looking statements except as required by law.

SOURCE: SMX (Security Matters)

View the original press release on ACCESS Newswire

FAQ

What did SMX (NASDAQ:SMX) announce on January 8, 2026 regarding convertible notes?

SMX announced full conversion of $20,625,000 face amount of convertible notes into 1,230,698 ordinary shares.

How does the conversion of SMX convertible notes affect the company's balance sheet?

The conversion materially reduces long-term liabilities and removes corporate-level convertible indebtedness, improving financial flexibility.

Will the SMX conversion limit the company’s ability to raise capital in the future?

No; the company said the conversion removes restrictions tied to the convertible instruments and preserves optionality to raise capital.

How might SMX's strengthened financial position affect its circular-materials initiatives?

SMX said improved financial flexibility supports advancing project development, deployments, and expansion of its digital traceability and circular-materials programs.

How many shares did SMX issue upon conversion and what is the immediate shareholder impact?

SMX issued 1,230,698 ordinary shares, which represents dilution to existing shareholders.