SMX announces up to $11 million convertible note offering

August 5, 2025 7:01 AM EDT

SMX (Security Matters) PLC (NASDAQ: SMX) announced the execution of a securities purchase agreement with institutional investors for convertible promissory notes totaling up to $11.0 million in a private placement transaction.

The company completed the first closing for $3.0 million before deducting placement agent fees. A second closing of $3.0 million is expected prior to the effective date of a Registration Statement on Form F-1 to register the ordinary shares underlying the convertible notes from the first and second closings.

The third and fourth closings would provide an additional $5.0 million in gross proceeds to SMX. These closings are subject to the conversion of all principal from notes issued in the first and second closings, along with other closing conditions.

SMX expects to use the net proceeds for working capital and general corporate purposes, and to pay down outstanding indebtedness and other company liabilities. The notes have a 12-month term.

RBW Capital Partners LLC, a division of Dawson James Securities Inc., served as placement agent for the offering. Aegis Capital Corp. acted as exclusive advisor for the private placement.

The notes and ordinary shares issuable upon conversion have not been registered under the Securities Act of 1933 or state securities laws. Until registered, they may not be offered or sold in the United States absent registration or an applicable exemption.

Additional transaction details will be available in the company's Form 6-K filing with the Securities and Exchange Commission. SMX provides physical-to-digital solutions for a circular economy.



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