Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Limited Company covers the month of December 2025, with the report signed on December 29, 2025. The filing details the closing of a Standby Equity Purchase Agreement with institutional investors, originally entered into on December 1, 2025, and amended on December 9, 2025.
Key Financial Metrics
- Debt Issuance: The Company issued promissory notes with an aggregate principal of $20,625,000 (including a 20% original issue discount), resulting in aggregate gross proceeds of $16.5 million.
- Equity Line: An equity line of credit of up to $100 million was established with one investor.
- Equity Issuance: 51,296 ordinary shares were issued as a facility fee for the equity line commitment.
- Transaction Costs: A cash fee of $1,320,000 (8.0% of gross proceeds) was paid to the placement agent, RBW Capital Partners LLC.
- Liquidity and Margins: The filing text does not provide clear values for revenue, profit, operating cash flow, or specific liquidity ratios.
Material Changes
The primary material change is the successful execution of a capital raise involving both debt and equity instruments. The transaction closed in two stages: an initial closing on December 3, 2025, and a second closing on December 24, 2025. This resulted in a significant increase in debt obligations and authorized share capital compared to the prior period.
Outlook, Risks, and Unusual Items
The Company has registered the resale of shares issued as the facility fee, shares issuable upon note conversion, and shares issuable under the equity line pursuant to a Form F-1 declared effective on December 29, 2025. The filing explicitly states it is not an offer to sell securities. No specific forward-looking guidance, management commentary on future operations, or detailed risk factors beyond the standard disclosure of the transaction terms are provided in this text.
Investor Verification Checklist
- Verify the effective date and terms of the Form F-1 (File No. 333-292153) regarding the resale of shares.
- Confirm the specific interest rates, maturity dates, and conversion terms of the $20.625 million in promissory notes.
- Review the full Standby Equity Purchase Agreement to understand the drawdown mechanics of the $100 million equity line.
- Assess the impact of the 20% original issue discount on the Company's effective cost of capital.