NEW YORK, NY / ACCESS Newswire / August 5, 2025 / SMX (Security Matters) PLC (NASDAQ:SMX), a company revolutionizing supply chain transparency through technology that connects physical goods to secure digital records, today announced in a 6-K filing the signing of a Securities Purchase Agreement with institutional investors for up to $11 million in convertible note financing. With this transaction, SMX’s total capital raised in 2025 can reach approximately $20 million, pending full execution of all funding tranches.
This financing is a signal that even in one of the most challenging microcap environments in years, institutional investors are placing real capital behind SMX’s long-term strategy, technology, and execution.
Termed in four tranches, the structure ensures that capital is directly aligned with the strategic scale of the company. No equity is issued upfront; shares are only created through conversion, with strict protections in place to limit ownership concentration and daily market impact.
Proceeds from this financing will provide substantial working capital runway, allowing SMX to accelerate several critical initiatives:
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Expansion of its digital platform that connects physical goods to digital records- enabling traceability, authentication, and compliance across sectors such as gold and precious metals, luxury fashion (e.g., handbags and footwear), semiconductors and electronic components, and agricultural commodities like coffee and natural rubber. SMX’s platform not only protects supply chains and prevents counterfeiting, but also enhances material efficiency, reduces ESG compliance hurdles, and brings cost-effective clarity to emerging tariff enforcement rules-transforming regulatory complexity into operational advantage.
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Buildout of its digital treasury infrastructure, designed to transform verified, traceable physical materials-such as recycled plastics, metals, textiles, and agricultural inputs-into financial-grade ESG assets. This platform will allow companies to digitize sustainability actions and convert them into authenticated, tradeable units of value. By doing so, SMX intends to unlock an entirely new class of sustainable financial instruments that can be audited, traded, and reported-providing transparency to regulators, confidence to investors, and new monetization pathways for businesses participating in the circular economy.
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Strengthening the balance sheet by reducing liabilities, enhancing SMX’s capital structure, and operational agility. This improved financial positioning supports future strategic partnerships, enables faster decision-making, and ensures the company is focused on growth, execution, and shareholder value.
This growth capital, secured to drive execution at scale, reflects confidence and conviction-not just in SMX’s vision, but in its ability to deliver. Critically, it was raised with no warrants-a structure that signals investor alignment and reinforces long-term shareholder value.
While any convertible structure introduces dilution over time, SMX reminds investors that dilution impacts all shareholders equally, including insiders and leadership. The team remains fully aligned with shareholders in its mission to deliver lasting, scalable value.
Further details are available in the Form 6-K filed with the SEC on August 1, 2025, at smx.tech/sec-filings.
About SMX
As global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional regulations and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital platform technology to transition more successfully to a low-carbon economy.
Forward-Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “will,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example: matters relating to the Company’s fight against abusive and possibly illegal trading tactics against the Company’s stock; successful launch and implementation of SMX’s joint projects with manufacturers and other supply chain participants of gold, steel, rubber and other materials; changes in SMX’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; SMX’s ability to develop and launch new products and services, including its planned Plastic Cycle Token; SMX’s ability to successfully and efficiently integrate future expansion plans and opportunities; SMX’s ability to grow its business in a cost-effective manner; SMX’s product development timeline and estimated research and development costs; the implementation, market acceptance and success of SMX’s business model; developments and projections relating to SMX’s competitors and industry; and SMX’s approach and goals with respect to technology. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of the Company’s shares on Nasdaq; changes in applicable laws or regulations; any lingering effects of the COVID-19 pandemic on SMX’s business; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which SMX operates; the risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX’s products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect its intellectual property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described in SMX’s filings from time to time with the Securities and Exchange Commission.
Email: info@securitymattersltd.com
SOURCE: SMX (Security Matters)
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