SMX (SMX) amends standby equity deal, adds $5M notes, tweaks crypto terms

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company has amended its Standby Equity Purchase Agreement with institutional investors and added a new investor to expand its financing. The parties agreed to new convertible promissory notes with an aggregate principal amount of $5.0 million and a 20% original issue discount, for a face value of $6.25 million, increasing total expected gross proceeds under the notes to $16.5 million, separate from a $100 million equity line of credit.

SMX plans to register for resale the ordinary shares issuable upon conversion of the existing and new notes, as well as certain equity line facility fee shares, through a Form F-1 registration statement. Net proceeds from the new notes are earmarked for working capital, general corporate purposes, repayment of debt and other liabilities, and potentially acquiring bitcoin or another cryptocurrency as a reserve asset if the parties mutually agree.

The amendment removes a prior requirement to purchase cryptocurrency as long as SMX’s ordinary shares close above $10.00 per share and allows the company, after the seventh business day following Form F-1 effectiveness, to draw up to $5.0 million under the equity line without being required to use those proceeds to repay the notes. RBW Capital Partners LLC, a division of Dawson James Securities, will receive an 8.0% cash fee on gross proceeds from the new notes for its placement services.

Insights

Capital markets analyst

SMX expands flexible financing with new notes and equity line features.

SMX has amended its standby equity arrangement to add new convertible promissory notes with $5.0 million aggregate principal, issued at a 20% original issue discount for a $6.25 million face value. This lifts total expected gross proceeds under the note financing to $16.5 million, alongside an existing $100 million equity line of credit, giving the company multiple funding tools.

The notes were issued in a private placement under Section 4(a)(2) of the Securities Act, and SMX has committed to register for resale the ordinary shares issuable upon conversion of the notes and certain equity line fee shares via a Form F-1 registration statement. After the seventh business day following effectiveness of that Form F-1, SMX can draw up to $5.0 million under the equity line without being required to use those proceeds to repay the notes, which affects how and when equity funding may be accessed.

The amendment also removes a prior obligation to purchase bitcoin or other cryptocurrency as long as the ordinary shares close above $10.00 per share, though the company may still acquire digital assets as a reserve asset with mutual consent. RBW Capital Partners LLC, a division of Dawson James Securities, earns an 8.0% cash fee on gross proceeds from the new notes, representing the cost of arranging this financing.

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 December 2025

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 ☐

SMX (Security Matters) Public Limited Company (the “Company”) previously announced that, on December 1, 2025, it entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with institutional investors (each, an “Investor” and collectively, the “Investors”) to issue and sell to (a) each of the Investors, a promissory note (each, a “Note” and collectively, the “Notes”), for aggregate gross proceeds to the Company of up to $11.5 million, subject to conditions and (b) an Investor, up to $100 million worth of the Company’s ordinary shares in an equity line of credit (the “Equity Line”). The transactions contemplated by the Purchase Agreement originally closed on December 3, 2025.

On December 9, 2025, the Company and the Investors, together with one additional investor (the “Additional Investor”) entered into an Amendment and Addendum to Standby Equity Purchase Agreement (the “Amendment”), which amends the terms of the Purchase Agreement and the Notes as follows:

	●	At the time of the next closing under the Purchase Agreement, expected immediately prior to the effective date of the Form F-1 (defined below), the Investors and the Additional Investor will purchase a new convertible promissory note or notes from the Company in the aggregate principal amount of $5.0 million (with an OID of 20%, for a face value of $6.25 million) (the “New Notes”). This increases the total expected gross proceeds to the Company under the Purchase Agreement (excluding the Equity Line) to $16,500,000.
	●	The Company is no longer required to acquire bitcoin or another cryptocurrency with certain of the proceeds under the Purchase Agreement, as amended, so long as the Company’s ordinary shares close above $10.00 per share (subject to adjustment for reverse stock splits).
	●	After the seventh business day after the effectiveness of the Form F-1, the Company can draw down up to $5.0 million under the Equity Line while the Notes or New Notes are still outstanding without the proceeds thereof being required to be used to repay the Notes or the New Notes.

The New Notes are substantially similar to the Notes, as amended pursuant to the Amendment. The Company has committed to register for resale the ordinary shares that may be issued upon conversion of the Notes, the New Notes and ordinary shares to be issued as an Equity Line facility fee to an Investor, and shall file a Registration Statement on Form F-1 (the “Form F-1”) within fifteen business days of December 1, 2025, and use reasonable best efforts to cause the Form F-1 to be declared effective as soon as practicable thereafter.

The Company intends to use the net proceeds from the sale of the New Notes for working capital and general corporate purposes, to pay down certain outstanding indebtedness and other liabilities of the Company, and (if applicable) to acquire bitcoin or another cryptocurrency subject to the mutual consent of the parties, which would serve as a reserve asset for SMX.

RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) (the “Placement Agent”) acted as placement agent for the offering of the New Notes, and the Company has agreed to pay the Placement Agent an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the New Notes.

The New Notes were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the ordinary shares underlying the New Notes, will not be registered under the Securities Act or applicable state securities laws. Accordingly, the New Notes and such underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This Report on Form 6-K shall not constitute an offer to sell or a 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.

The foregoing is a brief description of the Amendment and the New Notes, and is qualified in its entirety by reference to the full text of such documents, forms of which are attached hereto as Exhibits 99.1 and 99.2.

Attached as Exhibit 99.3 and 99.4, are press releases the Company issued on December 10, 2025 and December 11, 2025, respectively.

Exhibit Number		Description
99.1		Form of Amendment and Addendum to Standby Equity Purchase Agreement
99.2		Form of Promissory Note
99.3		Press release dated December 10, 2025
99.4		Press release dated December 11, 2025

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: December 11, 2025

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

FAQ

What new financing did SMX (SMX) arrange in this update?

SMX agreed to issue new convertible promissory notes with an aggregate principal amount of $5.0 million and a 20% original issue discount, for a $6.25 million face value, increasing total expected gross proceeds under the notes to $16.5 million.

How does the $100 million equity line affect SMX (SMX)?

Under the amended terms, SMX retains a $100 million equity line of credit and, after the seventh business day following Form F-1 effectiveness, can draw up to $5.0 million while the notes are outstanding without being required to use those proceeds to repay the notes.

How will SMX (SMX) use the proceeds from the new notes?

SMX intends to use net proceeds from the new notes for working capital, general corporate purposes, to pay down certain outstanding indebtedness and other liabilities, and potentially to acquire bitcoin or another cryptocurrency as a reserve asset if the parties mutually consent.

What are SMX’s (SMX) plans for registering shares related to the notes and equity line?

SMX has committed to register for resale the ordinary shares issuable upon conversion of the existing and new notes and the equity line facility fee shares by filing a Form F-1 registration statement and using reasonable best efforts to have it declared effective.

What changed in SMX’s (SMX) cryptocurrency requirements under the amended agreement?

The company is no longer required to acquire bitcoin or another cryptocurrency with certain proceeds as long as its ordinary shares close above $10.00 per share, though it may still acquire such assets as a reserve asset subject to mutual consent.

What fees will SMX (SMX) pay for placing the new notes?

RBW Capital Partners LLC, a division of Dawson James Securities, acted as placement agent and will receive a cash fee equal to 8.0% of the gross proceeds from the sale of the new notes.