SMX (Security Matters) Public Limited Company Announces $5.35 Million Private Placement

Rhea-AI Summary

SMX (Security Matters) Public Company has announced a $5.35 million private placement with institutional investors. The offering includes the sale of 5,350,000 Common Units at $1.00 per unit, consisting of Ordinary Shares or Pre-Funded Warrants, along with Series A and Series B Common Warrants. The Series A Warrants have an exercise price of $1.00 and expire in 66 months, while the Series B Warrants have an exercise price of $0.00001. The transaction is expected to close around September 12, 2024. Proceeds will be used for general corporate purposes and working capital. Aegis Capital Corp is the lead Placement Agent, with ClearThink Securities as co-Placement Agent.

Positive

• Secured $5.35 million in funding through private placement
• Offering includes warrants with potential for additional capital if exercised
• Proceeds to be used for general corporate purposes and working capital

Negative

• Potential dilution of existing shareholders due to new share issuance
• Low warrant exercise prices may lead to further dilution if exercised

Financial Analyst

SMX's $5.35 million private placement is a strategic move to bolster its financial position, but it comes with significant dilution risks. The $1.00 per unit price is notably low, potentially indicating weak investor confidence or urgent capital needs. The complex warrant structure, including Series A and B warrants, could lead to substantial future dilution if exercised. While the immediate cash injection is positive for working capital, the 66-month exercise period for Series A warrants and adjustable nature of Series B warrants create long-term uncertainty. Investors should closely monitor SMX's ability to utilize this capital effectively for growth and whether it can achieve profitability before needing additional funding.

Legal Expert

The private placement's structure raises several legal considerations. The use of pre-funded warrants and complex Series A and B warrants suggests a careful approach to navigate regulatory requirements. The registration rights agreement commitment is crucial, as it ensures future liquidity for investors but also imposes obligations on SMX. The emphasis on offering to accredited investors only aligns with SEC regulations for private placements. However, the adjustable nature of the warrants could potentially trigger future regulatory scrutiny if not managed properly. SMX must maintain strict compliance with the Securities Act and state laws to avoid legal complications, especially given the intricate offering structure.

Market Research Analyst

This private placement reflects challenging market conditions for SMX. The $1.00 unit price and complex warrant structure suggest difficulty in attracting investors on more favorable terms. The circular economy sector, while promising, may be facing skepticism or slower-than-expected adoption. SMX's need for capital could indicate either growth opportunities or operational challenges. The involvement of Aegis Capital and ClearThink Securities as placement agents might help broaden investor reach, but also signals the company's reliance on intermediaries for fundraising. Investors should watch for upcoming financial reports to gauge how effectively SMX deploys this capital and whether it translates into tangible market traction in the digitization of physical objects for circular economy applications.

NEW YORK, NY / ACCESSWIRE / September 11, 2024 / SMX (Security Matters) Public Limited Company (NASDAQ:SMX) (the "Company"), a pioneer in digitizing physical objects for a circular economy, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $5,350,000 million of Ordinary Shares and pre-funded and investor warrants at a price of $1.00 per Common Unit.

The offering consisted of the sale of 5,350,000 Common Units (or Pre-Funded Units), each consisting of one Ordinary Share or Pre-Funded Warrant and two (2) Series A Common Warrants, each to purchase one (1) Ordinary Share per warrant at an exercise price of $1.00, and one (1) Series B Common Warrants to purchase such number of Ordinary Shares as determined in the Series B warrant. The public offering price per Common Unit was $1.00 (or $0.9999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable subject to registration and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $1.00 per Ordinary Share. The Series A Common Warrants are exercisable immediately subject to registration and expire 66 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant is subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering. The initial exercise price of each Series B Common Warrant is $0.00001 per Ordinary Share. The Series B Common Warrants are exercisable immediately subject to registration. The number of securities issuable under the Series B Common Warrant is subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.

Aggregate gross proceeds to the Company are expected to be approximately $5,350,000 million. The transaction is expected to close on or about September 12, 2024, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as lead Placement Agent for the private placement. ClearThink Securities is acting as co-Placement Agent. Dickinson Wright and Arthur Cox are acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Ordinary Shares and the Shares issuable upon exercise of the pre-funded warrants and warrants.

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 offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SMX (Security Matters) Public Limited Company
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.

For further information contact:

SMX GENERAL ENQUIRIES
E:info@securitymattersltd.com

Forward-Looking Statements
The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

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 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.

SOURCE: SMX (Security Matters)

View the original press release on accesswire.com

FAQ

What is the size of SMX's private placement announced on September 11, 2024?

SMX announced a $5.35 million private placement with institutional investors on September 11, 2024.

What is the price per Common Unit in SMX's private placement?

The price per Common Unit in SMX's private placement is $1.00.

When is the expected closing date for SMX's private placement?

The private placement is expected to close on or about September 12, 2024, subject to customary closing conditions.

What are the terms of the Series A Common Warrants in SMX's offering?

The Series A Common Warrants have an initial exercise price of $1.00 per Ordinary Share, are exercisable immediately subject to registration, and expire 66 months after the initial issuance date.