SMX Announces Up To $11.0 Million Convertible Note Offering

About this update from Smx (security Matters) Public Limited Company

NEW YORK, NY AND SINGAPORE / ACCESS Newswire / August 5, 2025 / SMX (Security Matters) PLC (NASDAQ:SMX)(NASDAQ:SMXWW), a leader in providing "physical to digital" solutions for a circular economy, today announced the execution and first closing of a securities purchase agreement with institutional investors for the purchase and sale of 12 month, convertible promissory notes for an aggregate purchase price of up to $11.0 million, in a private placement transaction.The first closing was for a purchase price of $3,000,000, before deducting fees of the placement agent. The second closing of $3,000,000 is expected prior to the effective date of a Registration Statement on Form F-1 to register the ordinary shares of SMX underlying the convertible notes issued in the first and second closings. The third and fourth closings aggregate an additional $5,000,000 in gross proceeds to SMX and are subject to the conversion of all of the principal of the notes issued in the first and second closings and other closing conditions.The Company expects to use the net proceeds from the offering for working capital and general corporate purposes, and to pay down certain outstanding indebtedness and other liabilities of the Company.RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) acted as the placement agent in connection with the offering. Aegis Capital Corp. acted as exclusive advisor with respect to the private placement. Ruskin Moscou Faltischek PC acted as transaction and securities counsel to the Company. Sichenzia Ross Ference Carmel LLP acted as counsel to the placement agent. Arthur Cox LLP acted as Ireland counsel to the Company.The notes and the ordinary shares issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements.Additional details regarding the notes and the transaction will be available in the Company's Form 6-K, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such of...

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