SMX (NASDAQ: SMX) ends $20.6M convertible debt and removes overhang

Rhea-AI Filing Summary

SMX (Security Matters) PLC fully converted $20,625,000 face amount of convertible notes sold in December 2025 into 1,230,698 ordinary shares. This transaction removes the company’s corporate-level convertible indebtedness and materially reduces its long-term liabilities.

Management highlights that eliminating these convertible instruments also removes a potential equity overhang and restrictions on future capital raising, which they believe strengthens SMX’s financial position and flexibility. The company views this as a meaningful balance-sheet inflection point that allows greater focus on advancing its circular-materials projects, technology roadmap, and commercial programs built around material-embedded identity and digital traceability.

Positive

• Elimination of convertible debt: All $20,625,000 of corporate-level convertible notes have been fully converted into equity, removing this liability and related financing overhang.
• Improved financial flexibility: The company states that conversion removes restrictions on its ability to raise capital and strengthens its balance sheet as it advances project development.

Negative

• None.

Insights

Capital structure and credit analyst

SMX eliminates $20.6M of convertible debt, improving balance sheet and clarity.

SMX (Security Matters) reports that all $20,625,000 face amount of its December 2025 convertible notes have been converted into 1,230,698 ordinary shares in accordance with their terms. This fully removes the associated corporate-level convertible indebtedness from the balance sheet and shifts the capital structure toward equity.

The company states that this conversion materially reduces long-term liabilities, removes potential equity overhang tied to the convertibles, and lifts restrictions on its ability to raise capital in the future. Management characterizes the event as a balance-sheet "inflection point" that enhances financial flexibility and reduces structural risk as SMX pursues its circular-materials and digital traceability initiatives.

From an investor perspective, the impact is described as greater clarity around the capital structure and the removal of this financing overhang while SMX advances ongoing and planned projects, strategic collaborations, and development of its digital platform. Actual outcomes will depend on execution of these projects and broader adoption of its material-embedded identity technology over time.

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 issued in December 2025 have been fully converted into an aggregate of 1,230,698 ordinary shares, eliminating its corporate-level convertible indebtedness.

How does the convertible note conversion affect SMX’s balance sheet?

The full conversion materially reduces SMX’s long-term liabilities, removes potential equity overhang associated with the convertible instruments, and is described by the company as strengthening its financial position.

Why does SMX view this as an important milestone 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 as management focuses on executing its technology and commercial plans.

How many shares were issued upon conversion of SMX’s convertible notes?

The $20,625,000 face amount of convertible notes was converted into an aggregate of 1,230,698 ordinary shares of SMX.

What markets and applications is SMX targeting with its technology?

SMX targets plastics, rubber, and other industrial and consumer materials, offering molecular-level embedded markers and a digital platform to support authentication, regulatory and sustainability compliance, lifecycle traceability, and circular recovery and reuse.

How does SMX describe the opportunity for its material-embedded identity platform?

The company states it operates at the intersection of advanced materials, digital traceability, and sustainability infrastructure, addressing markets measured in the tens of billions of dollars as regulation and corporate commitments drive demand for verifiable material data.