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SMX (NASDAQ: SMX) wipes out $20.6M convertible notes, boosts flexibility

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

SMX (Security Matters) PLC reports that all $20,625,000 face amount of convertible notes issued in December 2025 have been fully converted into 1,230,698 ordinary shares. This conversion removes the company’s corporate-level convertible indebtedness and materially reduces long-term liabilities. Management highlights that eliminating these notes also removes potential equity overhang and restrictions that could have limited future capital raising. SMX describes this as a meaningful balance-sheet inflection point that enhances financial flexibility as it pursues its circular-materials and digital traceability strategy.

Positive

  • Elimination of $20,625,000 in convertible notes fully removes corporate-level convertible indebtedness, which the company says materially reduces long-term liabilities and structural risk.
  • Removal of equity overhang and capital-raising restrictions may give SMX more flexibility to pursue project development and its circular-materials strategy.

Negative

  • None.

Insights

SMX converts $20.6M in notes into equity, removing convertible debt.

SMX has converted the entire $20,625,000 face amount of its December 2025 convertible notes into 1,230,698 ordinary shares. This transaction eliminates corporate-level convertible indebtedness and directly reduces long-term liabilities, simplifying the capital structure.

The company states that this step removes potential equity overhang tied to the convertible instruments and lifts restrictions that had limited its ability to raise capital in the future. Management characterizes the outcome as strengthening the financial position and improving flexibility as SMX advances its circular-materials and digital traceability projects.

SMX also describes the change as a meaningful balance-sheet inflection point that reduces structural risk and clarifies the situation for investors. Future progress will depend on how effectively the company executes its technology roadmap and commercial programs now that this financing overhang has been removed.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2026

 

Commission File Number: 001-41639

 

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

 

Mespil Business Centre, Mespil House

Sussex Road, Dublin 4, Ireland

Tel: +353-1-920-1000

(Address of Principal Executive Offices) (Zip Code)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

Exhibit Number   Description
99.1   Press Release dated January 8, 2026

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: January 8, 2026

 

  SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
   
  By: /s/ Haggai Alon
  Name: Haggai Alon
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

SMX Strengthens Balance Sheet and Eliminates Corporate-Level Convertible Indebtedness

 

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 – 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.

 

 

 

FAQ

What major financial step did SMX (SMX) disclose in this 6-K?

SMX disclosed that all $20,625,000 face amount of convertible notes it sold in December 2025 have been fully converted into 1,230,698 ordinary shares of the company.

How does the note conversion affect SMX’s debt levels?

The company states that full conversion of the notes eliminates its corporate-level convertible indebtedness and materially reduces its long-term liabilities.

Why does SMX say this conversion is important for investors?

SMX believes eliminating its convertible debt is a meaningful balance-sheet inflection point that enhances clarity for investors, reduces structural risk, and removes a financing overhang.

How many SMX shares were issued upon conversion of the notes?

The full conversion of the December 2025 convertible notes resulted in the issuance of 1,230,698 ordinary shares of SMX.

What does SMX say about future capital raising after this transaction?

The company notes that the conversion removes restrictions on its ability to raise capital in the future, contributing to improved financial flexibility.

How does this change support SMX’s circular-materials and traceability strategy?

SMX states that the strengthened financial position and removal of convertible debt help it advance project development across its circular-materials platform and continue executing its technology and commercial plans.
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