SMX (SMX) expands Target Capital standby equity deal to $250M

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company has amended its Standby Equity Purchase Agreement with Target Capital 1 LLC to increase the investor’s equity commitment from $100,000,000 to $250,000,000. This arrangement allows SMX to sell ordinary shares to Target over time under agreed terms.

Through February 5, 2026, SMX has already drawn about $8.9 million under the agreement and issued 685,471 ordinary shares to Target. The company plans to continue drawing on this commitment from time to time. The placement agent, RBW Capital Partners LLC, will receive a cash fee of 4% on the first $20,000,000 of gross proceeds, 3% on the next $80,000,000, and 2% on the final $150,000,000. A separate facility fee equal to 2% of $100,000,000 has already been paid and will not increase with the higher commitment.

Insights

Capital structure and financing analyst

SMX secures a larger standby equity line, adding funding flexibility but also potential dilution.

SMX has expanded its Standby Equity Purchase Agreement with Target Capital 1 LLC, raising the commitment from $100,000,000 to $250,000,000. This gives the company the option to issue more ordinary shares over time in exchange for cash, supporting future funding needs under pre-agreed terms.

As of the Amendment Effective Date of February 5, 2026, SMX has drawn about $8.9 million and issued 685,471 ordinary shares. Additional draws would continue this pattern of cash inflows in return for new equity, so the balance between liquidity benefits and shareholder dilution will depend on how much of the expanded commitment the company ultimately uses.

The economics include a tiered placement fee paid to RBW Capital Partners LLC: 4% on the first $20,000,000 of gross proceeds, 3% on the next $80,000,000, and 2% on the last $150,000,000. A separate facility fee equal to 2% of the original $100,000,000 commitment has already been paid and does not increase with the new limit.

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 February 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 ☐

On February 5, 2026, SMX (Security Matters) Public Limited Company (the “Company”) and Target Capital 1 LLC (“Target”) entered into a Second Amendment to Standby Equity Purchase Agreement (the “Amendment”), which amends the terms of the Company’s Standby Equity Purchase Agreement, dated as of December 1, 2025, as amended and supplemented by that Amendment and Addendum to Standby Equity Purchase Agreement, dated as of December 9, 2025 (the “Agreement”).

The Amendment increased the size of the Commitment Amount under the Agreement from $100,000,000 to $250,000,000.

Through February 5, 2026, the Company has drawn down an aggregate of approximately $8.9 million from the Commitment Amount under the Agreement, and has issued an aggregate of 685,471 of its ordinary shares to Target as a result. The Company intends to continue to draw down from the Commitment Amount from time to time pursuant to the terms and conditions of the Agreement, as amended by the Amendment, and applicable law.

In addition, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.), the placement agent for the offerings pursuant to the Agreement, as amended by the Amendment, has agreed that it will charge the Company a cash fee equal to (a) 4% for the first $20,000,000 of aggregate gross cash proceeds that may be drawn down from the Commitment Amount, (b) 3% for the next $80,000,000 of aggregate gross cash proceeds that may be drawn down from the Commitment Amount and (c) 2% for the last $150,000,000 of aggregate gross cash proceeds that may be drawn down from the Commitment Amount.

The foregoing is a brief description of the Amendment, and is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibits 99.1.

Exhibit Number		Description
99.1		Second Amendment to Standby Equity Purchase Agreement

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: February 6, 2026

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

Exhibit 99.1

SECOND AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT

This Second Amendment (this “Amendment”) to that certain Standby Equity Purchase Agreement, dated as of December 1, 2025 (the “Original Agreement”), as amended and supplemented by that certain Amendment and Addendum to Standby Equity Purchase Agreement, dated as of December 9, 2025 (the “Prior Amendment”, and together with the Original Agreement, the “Agreement”), is entered into as of February 5, 2026 (the “Amendment Effective Date”), by and between SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”), and Target Capital 1 LLC, an Arizona limited liability company (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company and the Investor are parties to the Agreement, pursuant to which the Investor committed to purchase up to $100,000,000 of the Company’s Ordinary Shares, subject to the terms and conditions set forth therein (the “Commitment Amount”);

WHEREAS, the Company and the Investor desire to amend the Agreement to increase the Commitment Amount; and

WHEREAS, except as expressly amended hereby, the Company and the Investor desire that the Agreement shall remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, the parties agree as follows:

1. Amendment to Commitment Amount.

1.1 Increase of Commitment Amount. The definition of “Commitment Amount” in the Original Agreement, and each reference thereto throughout the Agreement, is hereby amended by replacing “$100,000,000” with “$250,000,000”.

1.2 Conforming References. Any and all references to the Commitment Amount in the Agreement shall be deemed amended to reflect the Commitment Amount of $250,000,000.

1.3 Facility Fee; No Increase. Notwithstanding anything to the contrary contained in the Agreement or any Transaction Document, the parties hereby acknowledge and agree that (i) the Facility Fee payable under the Agreement was calculated solely based on the original Commitment Amount of $100,000,000, (ii) the Facility Fee equal to two percent (2%) of $100,000,000 has been paid in full, and (iii) the increase of the Commitment Amount pursuant to this Amendment shall not give rise to, and shall not be deemed to trigger, any additional Facility Fee or any other fee of any kind.

2. No Other Amendments.

Except as expressly set forth in this Amendment, the Agreement (including the Prior Amendment) is not modified or amended in any respect and shall remain in full force and effect and is hereby ratified and confirmed.

3. Effect of Amendment.

From and after the Amendment Effective Date, all references in the Transaction Documents to the Agreement shall be deemed to refer to the Agreement as amended by this Amendment. In the event of any conflict between the terms of this Amendment and the terms of the Agreement or the Prior Amendment, the terms of this Amendment shall control.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
By:	/s/ Haggai Alon
Name:	Haggai Alon
Title:	CEO
TARGET CAPITAL 1 LLC
By:	/s/ Dmitriy Shapiro
Name:	Dmitriy Shapiro
Title:	Managing Member

FAQ

What change did SMX (SMX) make to its Standby Equity Purchase Agreement?

SMX increased the investor commitment under its Standby Equity Purchase Agreement with Target Capital 1 LLC from $100,000,000 to $250,000,000. This larger limit allows SMX to raise additional equity capital over time by issuing more ordinary shares under the existing framework.

How much has SMX drawn so far under the equity agreement with Target Capital 1 LLC?

Through February 5, 2026, SMX has drawn down approximately $8.9 million under the Standby Equity Purchase Agreement. In connection with these draws, the company has issued an aggregate of 685,471 ordinary shares to Target Capital 1 LLC as consideration.

What fees will SMX pay RBW Capital Partners LLC on future drawdowns?

RBW Capital Partners LLC will receive a cash fee of 4% on the first $20,000,000 of aggregate gross cash proceeds, 3% on the next $80,000,000, and 2% on the last $150,000,000 drawn. These tiered fees apply to proceeds from the expanded $250,000,000 commitment.

Did SMX’s facility fee increase when the commitment rose to $250,000,000?

No. The facility fee was calculated only on the original $100,000,000 commitment and equals 2% of that amount. The filing states this facility fee has been paid in full and that the increase to $250,000,000 does not trigger any additional facility fee.

Who is the investor under SMX’s amended Standby Equity Purchase Agreement?

The investor is Target Capital 1 LLC, an Arizona limited liability company. Under the amended agreement, Target Capital 1 LLC has committed to purchase up to $250,000,000 of SMX’s ordinary shares, subject to the existing terms and conditions between the parties.

Will SMX continue using the enlarged equity commitment from Target Capital 1 LLC?

Yes. SMX states that it intends to continue drawing down from the $250,000,000 commitment amount from time to time. Each drawdown involves SMX issuing ordinary shares to Target Capital 1 LLC in exchange for cash, in line with the agreement and applicable law.