The Albany Gazette - SMX's Amended Equity Purchase Agreement: Four Takeaways That Strengthen an Already Transformative Agreement

To support this acceleration, the company finalized an amendment to its standby equity purchase agreement, initially announced in December. The revised structure strengthens SMX's financial foundation, increases strategic flexibility, and aligns the company's capital profile with the scale of its commercial opportunity. The terms contain no toxic convertible mechanics, no resets, and no predatory features typically associated with microcap financings. Instead, the agreement reflects a clean, controlled structure built to support long-term growth rather than short-term volatility.

The amended agreement delivers clarity, stability, and long-term capacity at a moment when the company is preparing for expanded global adoption. It does more than update financial terms. It positions SMX to advance its mission with conviction, free from the structural distractions that often challenge emerging technology companies.

The following four takeaways explain why this development matters.

Takeaway 1: A materially stronger capital position with a clean structure

The amended agreement increases SMX's available financing by an additional $5,000,000 in cash proceeds. With a 20% original issue discount, the new note carries a face value of $6,250,000, bringing the total available financing under the facility from $111,500,000 to $116,500,000. This expansion deepens the liquidity available to the company as it enters a period of accelerated commercial engagement and prepares for expanded deployment across global industries.

Equally important is the structure itself. The financing remains clean and disciplined. There are no warrants. No resets. No ratchets. No floating conversions. No hidden triggers. Nothing that resembles a death spiral. The word "convertible" describes only the investor's ability to exchange principal for equity under a fixed and fully negotiated VWAP formula. The economics are set at issuance. The structure is predictable and transparent, which stands in sharp contrast to the highly leveraged or toxic financing arrangements often seen in the microcap space.

The clarity of this structure aligns with the company's long-term vision. SMX has always sought capital partners who understand the strategic importance of its technology and who support growth rather than volatility. The amended agreement demonstrates that alignment. It expands resources without compromising integrity, giving SMX a stronger foundation on which to scale.

Takeaway 2: A clear capital runway with no expected financing needs until at least Q1 2027

One of the most significant outcomes of the amended agreement is the extension of the company's capital runway. Based on the combined impact of the initial financing tranche of more than $10 million, the expanded note, and the strengthened facility structure, SMX does not expect to require additional external financing until at least Q1 2027. This creates a degree of stability and visibility that is uncommon in the microcap landscape and allows the company to focus entirely on commercial execution rather than near-term capital markets activity.

Equally important is the timing of any potential share delivery associated with the note structure. Shares that could be presented as payment toward these notes are not expected to come into consideration until Q1 2026 at the earliest. This means the company does not anticipate any dilution from this agreement in 2025, thereby preserving the share structure at a time when operational momentum and commercial adoption are accelerating. The combination of cash resources and timing control ensures that the company's outstanding share count remains stable well into 2026.

This sequencing matters. SMX is not being drawn into the cycle of continual dilution that often challenges emerging companies. The agreement is structured so that any potential share-based settlement occurs only if and when it supports the company's strategy, not as an immediate requirement. As a result, no near-term dilution is needed to satisfy these notes, and the company maintains full flexibility to manage its capital position from a place of strength.

This shift changes how the market should view SMX. The company is no longer operating from a position of capital necessity. It is operating from a position of capital control. That distinction allows SMX to grow without compromise and to focus on proving out its technology in the highest-value applications globally.

Takeaway 3: No dilution until at least Q1 2026 and limited borrow supply for short sellers

Another critical aspect of the amendment is the preservation of share structure integrity. Other than routine RSUs and previously authorized equity awards, the company does not anticipate any dilution related to this agreement until at least Q1 2026. This means the outstanding share count remains stable and predictable during this period. Investors can evaluate performance without uncertainty around share expansion.

The tight structure also influences market mechanics. With no new shares entering the float from this facility until Q1 2026, market borrow availability remains limited. Short sellers may not have sufficient shares to unwind their exposure, and SMX is not providing incremental equity that would otherwise ease these positions. The structure is disciplined, and the market must operate within the existing float.

This stability aligns with the behavior of SMX's shareholder base, which has shown conviction and alignment with the company's mission. The combination of a committed investor base and a constrained share structure creates an environment defined by long-term orientation rather than short-term volatility. It reinforces the company's belief that shareholder support is one of its strongest strategic assets.

Takeaway 4: Removal of the digital asset obligation reflects prudent financial management

The amendment removes the requirement that SMX allocate a portion of proceeds to digital assets. The original provision existed to secure the notes with alternative collateral. The company and investors jointly determined that the current volatility in the digital asset market made a mandatory allocation inappropriate at this time. Removing the requirement enhances flexibility and ensures that capital remains available for operational expansion, customer acquisition, and strategic investment.

This shift does not reflect a change in the company's long-term optionality. SMX will retain the right, but not the obligation, to purchase digital assets in the future if market conditions warrant such an allocation. The amendment ensures the company is not bound to a volatile asset class during a period where fiscal discipline and operational precision matter most.

The decision reflects responsible financial stewardship. SMX is preparing for increased enterprise activity, new sector engagements, and expansion into multiple regions. Maintaining flexibility over capital allocation strengthens the company's ability to execute without distraction. The amendment ensures that every dollar raised serves the highest-value purpose in the near term.

A Deal That Resets SMX's Trajectory

This amendment marks a turning point for SMX. It is more than a structural refinement. It is the reshaping of the company's financial base to match the scale of its mission. With increased liquidity, a controlled share structure, and the removal of obligations no longer aligned with the company's strategy, SMX has strengthened the foundation needed to support global adoption of its technology. The company enters 2026 with clarity in its capital framework and confidence in its ability to deploy resources where they create the greatest strategic impact.

The strengthened agreement also reflects a high degree of alignment between SMX and its financing partners. The company secured additional capital without toxic terms, without expanding dilution, and without compromising the stability of its share structure. These are signs of a financing relationship built on trust, long-term vision, and shared belief in the role SMX's technology will play across global supply chains. The amendment creates a multi-year runway, enabling management to advance commercialization without the distraction or uncertainty of near-term capital needs.

SMX now stands in a materially stronger position as it moves into 2026 and beyond. The company is better financed, less diluted, and more strategically flexible than at any point in its public life. With stable capitalization, an increasingly aligned shareholder base, and a strengthened operating horizon extending into 2027, SMX is positioned to scale, execute, and lead. The agreement in its amended form is not simply an improvement. It adds to an inflection point that allows SMX to build its next chapter from a place of stability, strength, and conviction.

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

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to, statements regarding the Company's expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, events, or circumstances that SMX expects, believes, or anticipates will or may occur in the future, including statements relating to the Company's business strategy, financial position, future operations, future revenues, projected costs, prospects, plans, and objectives of management, as well as statements regarding the Company's liquidity position, capital needs, anticipated financing timelines, expected dilution, future share issuances, the anticipated use of proceeds, expected performance of the amended financing agreement, market conditions, adoption of the Company's technology, commercial pipeline, regulatory approvals, industry trends, competitive position, and any assumptions underlying the foregoing, are forward-looking statements.

Forward-looking statements are based on the Company's current expectations and assumptions regarding future events and are subject to a number of risks, uncertainties, and factors that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks relating to: the Company's ability to successfully execute its operating plans; the Company's ability to obtain additional financing on acceptable terms or at all; the Company's ability to maintain compliance with Nasdaq listing standards; market conditions and volatility in the trading price of the Company's ordinary shares; dilution that may result from the Company's existing financing arrangements; the Company's ability to access capital under the standby equity purchase agreement and related amendments; the timing and occurrence of any closings under such agreements; the Company's expectations regarding its financial runway and future capital needs; risks associated with the Company's ability to scale its technology, secure customer adoption, or convert pilot programs into commercial deployments; risks relating to supply chain conditions and global economic trends; the Company's dependence on key personnel; the Company's ability to maintain intellectual property protection and defend against infringement claims; changes in applicable laws and regulations; general economic, political, and market conditions; risks relating to digital asset markets and the Company's potential future acquisition or holding of digital assets; and other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 20-F and its subsequent reports filed with the SEC.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Actual results may differ materially from those anticipated due to various risks and uncertainties, and all forward-looking statements contained herein are qualified in their entirety by this cautionary statement.

Contact: [email protected]

SOURCE: SMX (Security Matters) Public Limited

View the original press release on ACCESS Newswire

(A.Thompson--TAG)