Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Limited Company covers the month of September 2025, specifically dated September 12, 2025. The report details amendments to a Securities Purchase Agreement entered into on August 3, 2025, regarding a private placement of convertible promissory notes.
Key Financial Metrics and Capital Structure
- Total Offering Size: Increased from $11.0 million to $12.0 million in aggregate gross proceeds.
- Conversion Activity: As of the filing date, $6,655,000 of the Notes has been converted into 5,088,984 Ordinary Shares.
- Conversion Price: The greater of $0.332 or 85% of the lowest daily volume-weighted average price of Ordinary Shares during the seven trading days prior to conversion.
- Transaction Fees: The Company agreed to pay an aggregate cash fee of 8.0% of gross proceeds plus up to $90,000 for fees and expenses to the placement agents (RBW Capital Partners LLC and Aegis Capital Corp.).
- Liquidity and Debt: The filing does not provide specific values for operating cash flow, net profit, or total debt outside of the specific Note offering details.
Material Changes Versus Prior Period
The primary material change is the execution of a First Amendment to the Securities Purchase Agreement on September 9, 2025, effective September 10, 2025. Key modifications include:
- Increased Proceeds: The Purchase Price was raised by $1.0 million to a total of $12.0 million.
- Closing Schedule Adjustments:
- Third Closing: Reduced from $2.5 million to $2.0 million (completed September 11, 2025).
- Fourth Closing: Reduced from $2.5 million to $1.0 million (contingent on SEC registration statement filing).
- Fifth Closing: A new closing of $3.0 million was added (contingent on SEC registration statement effectiveness).
- Registration Commitment: The Company committed to registering for resale the Ordinary Shares issuable upon conversion of Notes from the third, fourth, and fifth closings within ten business days of the third closing.
Outlook, Risks, and Management Commentary
Dilution Risk: The filing highlights a significant risk of material dilution to existing shareholders. While investors are limited to beneficial ownership of less than 4.99% of Ordinary Shares, they have the right to waive this limitation. Management expects investors to waive these limitations for the third, fourth, and fifth closings, which could result in the issuance of a substantial number of shares in a short period.
Trading Volume Limitations: Investors are generally limited from selling converted shares in an amount equal to 20% of the Company's trading volume on the same trading day, though this restriction may be waived.
Unusual Items: The filing does not disclose unusual items outside of the capital raise mechanics and associated dilution risks.
Investor Verification Checklist
- Verify the status of the SEC registration statement required for the resale of shares from the third, fourth, and fifth closings.
- Confirm whether investors have exercised their right to waive the 4.99% beneficial ownership limitation, which would trigger significant share issuance.
- Monitor the actual closing dates and amounts for the fourth and fifth closings, as they are contingent on regulatory filings.
- Review the impact of the 8.0% transaction fee on the net proceeds received by the Company.
- Assess the current trading volume of Ordinary Shares to understand the potential liquidity constraints on the 20% daily sale limitation.