SMX (Security Matters) Public Ltd Co

PMB Amendment

On May 13, 2025 and effective March 31, 2025, the Company entered into the Second Amendment and the Senior Note Second Amendment with PMB. The Second Amendment and the Senior Note Second Amendment amended the maturity date of the Senior Promissory Notes to November 30, 2025 and amended the interest rates of the Senior Promissory Notes to 18% per annum. In addition, all accrued and unpaid interest was capitalized and added to the principal of the applicable Senior Promissory Note.

Termination of Alpha

On May 9, 2025, the Company terminated to Alpha SPA.

RBW Transaction

On May 7, 2025, the Company entered into the RBW Purchase Agreement with the RBW Investors to issue and sell to each of the RBW Investors the RBW Note, for aggregate gross proceeds to the Company of up to $5.5 million (the “RBW Purchase Price”), before deducting fees to RBW and other expenses payable by the Company in connection with the transaction. The RBW Purchase Price shall be paid as follows: $1,375,000 on the initial closing date; $1,375,000 on a second closing date on or about the filing date of the Form F-1 (as defined below); and $2,750,000 on a third closing date on or about the effective date of the Form F-1.

The initial closing date contemplated by the RBW Purchase Agreement (the “RBW Offering”) occurred on May 8, 2025.

The Company intends to use the net proceeds from the sale of the RBW Note for working capital and general corporate purposes, and to pay down certain outstanding indebtedness and other liabilities of the Company.

RBW acted as placement agent for the RBW Offering.

The RBW Notes are in the aggregate principal amount of up to $6,875,000 (the “RBW Principal Amount”), and carry an original issue discount of 20%. The maturity date of each RBW Note is the 12-month anniversary of the issuance date, and is the date upon which the RBW Principal Amount, as well as any other fees, shall be due and payable.

Each RBW Investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid RBW Principal Amount and interest if any (including any costs, fees and charges) into the Company’s Ordinary Shares at a conversion price equal to the greater of $0.32 and 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven trading days immediately prior to the date of conversion, subject to certain adjustments as provided in the RBW Note. Any such conversion is subject to conversion limitations so each Investor beneficially owns less than 4.99% of the Ordinary Shares. Additionally, each RBW Investor is limited from selling the Ordinary Shares issued upon conversion of the RBW Note in an amount equal to 20% of the Company’s trading volume during the same trading day.

Subject to exceptions described in the RBW Purchase Agreement (the “RBW Exempt Issuances”), including relating to the permitted issuance of Company securities if such securities remain restricted through the maturity date of the RBW Note or its earlier conversion in full, the Company may not sell any equity or equity-linked securities during the term of the Note without the RBW Investors’ consent. In addition, the second closing date purchase price is subject to the Company not having in excess of 1 million Ordinary Shares with a conversion or exercise price less than or equal to $1.00, that relate to certain of the RBW Exempt Issuances.

The RBW Notes contain customary Events of Default for transactions similar to the transactions contemplated by the RBW Purchase Agreement and the RBW Note, which entitle each Investor, among other things, to accelerate the due date of the unpaid principal amount of the RBW Note. Upon the first occurrence of an Event of Default with respect to the N RBW ote, the RBW Principal Amount outstanding as of the Event of Default date shall be automatically increased by 20%. Additionally, from and after the occurrence and during the continuance of any Event of Default, each RBW Note shall commence accruing interest at the rate of 20% per annum, and shall be due and payable on the first trading day of each calendar month during the continuance of such Event of Default.

The Company has committed to register the Ordinary Shares underlying the RBW Note for resale, and shall file a Registration Statement on Form F-1 (the “Form F-1”) within ten days of the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024.

On May 6, 2025, the Company entered into an engagement letter in connection with the RBW Offering (the “RBW Engagement Letter”), with RBW, pursuant to which RBW agreed to serve as the placement agent for the issuance and sale of securities of the Company pursuant to the RBW Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay the RBW an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company from the RBW Offering, plus up to $90,000 for its fees and expenses. The Company further paid a fee of $200,000 to Aegis.

The Company has also agreed to issue to RBW or its designees at the Closing, warrants (the “RBW Warrants”) to purchase a number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares issued upon conversion in full of the RBW Note. The RBW Warrants shall be in a customary form reasonably acceptable to the RBW, have a term of five years and an exercise price of $1.84, equal to 115% of the closing price of the Ordinary Shares on May 7, 2025. The RBW Warrants shall contain customary terms, including, without limitation, provisions for corporate adjustments (stock splits, combinations and the like), and cashless exercise. Further, pursuant to the RBW Engagement Letter, RBW is entitled to compensation with respect to any financing of the Company occurring within 12 months of the termination or expiration of the RBW Engagement Letter when such financing is provided by investors whom RBW actually introduced to the Company during the term of the RBW Engagement Letter. Further, pursuant to the RBW Engagement Letter, RBW has a right of first refusal to act as sole book-running manager, sole underwriter or sole placement agent with respect to any public offering or private placement of equity, equity-linked or debt securities occurring during the twelve-month period following the closing, but subject in all cases to the Company’s preexisting obligations to Aegis. The RBW Engagement Letter also includes indemnification obligations of the Company and other provisions customary for transactions of this nature.

The Company expects to pay to RBW approximately $440,000 in the aggregate in cash fees in relation to the transactions contemplated by the RBW Purchase Agreement, of which $220,000 is payable at the first closing and the remainder payable at the second closing.

Change in Par Value

On May 2, 2025, the Company’s shareholders approved the subdivision of its ordinary shares into 1 ordinary share of $0.00000000000001 par value with the same rights as each current ordinary share, and 470,250,014,886,351 new deferred shares of US$0.00000000000001 par value with the following rights: (i) each new deferred share shall not entitle the holder thereof to receive notice, attend or vote at general meetings of the Company; (ii) each New Deferred Share shall not entitle the holder thereof to participate in any dividends declared or paid by the Company; and (iii) on a return of capital on a winding up or otherwise, each New Deferred Share shall entitle the holder thereof to receive an amount of US$0.00000000000001 on each deferred share after an amount of $1,000,000,000 has been paid in respect of each ordinary share.

Agreement and Release

On April 2, 2025, the Company entered into the Alpha Release with Alpha, with respect to certain potential disputes the Company had with Alpha regarding loans Alpha made to the Company in 2024.

Pursuant to the Alpha Release, the outstanding amounts owed under the April Note, was adjusted to equal $1,921,211.14, which amount was then automatically deemed converted into 408,551 Ordinary Shares of the Company at a conversion price per share of $4.70250014886352. The Company agreed to defer the issuance of an aggregate of 265,215 of such shares pursuant to the terms of the Alpha Release.

As a result of the Alpha Release and the transactions contemplated in the Alpha Release, all indebtedness as between the Company and Alpha has been deemed repaid in full and none of such loans are in any way in further force or effect.

The Agreement provides that each party fully releases the other for any and all claims against the other, other than with respect to claims to enforce the Agreement and as otherwise provided in the Agreement.

On May 9, 2025, the Company terminated to Alpha SPA.

March 2025 Note

On March 28, 2025, the Company consummated the transactions pursuant to a Securities Purchase Agreement (the “March 2025 Purchase Agreement”) dated as of March 28, 2025 and issued and sold to 1800 Diagonal a promissory note (the “March 2025 Note”), for gross proceeds to the Company of US$257,000.00 before deducting fees and other offering expenses payable by the Company. The Company used the net proceeds from the sale of the Note for general working capital purposes.

The March 2025 Note is in the principal amount of $295,550.00, which includes an original issue discount of US$38,550.00. A one-time interest charge of 12%, or $30,840.00 was applied to the principal. The maturity date of the March 2025 Note is March 30, 2026.

The accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven payments as follows: (1) on September 30, 2025, US$163,195.00; (2) on October 30, 2025, US$27,199.17; (3) on November 30, 2025, US$27,199.17; (4) on December 30, 2025, US$27,199.17; (5) on January 30, 2026, US$27,199.17; (6) on February 28, 2026, US$27,199.17; and (7) on March 30, 2026, US$27.199.15.

From the issue date through 90 days following the issue date, the Company may prepay the March 2025 Note in full at a 4% discount. For the next 90 days, the Company may prepay the March 2025 Note in full at a 3% discount. From the 151 st day following the issue date and ending the 270 th day following the issue date, the Company may prepay the March 2025 Note in full at a 2% discount.

The March 2025 Note contains customary Events of Default for transactions similar to the transactions contemplated by the March 2025 Purchase Agreement and the March 2025 Note. In the event of an Event of Default, (i) the March 2025 Note shall become immediately due and payable, (ii) the principal and interest balance of the March 2025 Note shall be increased by 150% and (ii) the March 2025 Note may be converted into Ordinary Shares. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the March 2025 Note so 1800 Diagonal beneficially owns less than 4.99% of the Company’s Ordinary Shares. 1800 Diagonal shall be entitled to deduct $1,500 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

Incentive Equity Plan

On February 24, 2025, the Company amended its 2022 Incentive Equity Plan to increase the number of authorized Ordinary Shares under the Incentive Plan to 2,396,668 from 111,668. On March 17, 2025, the Company amended the Incentive Plan, to further increase the number of authorized Ordinary Shares under the Incentive Plan to 2,531,668 from 2,396,668. Thereafter, the Company granted 135,000 half immediately and half vested on June 1, 2025, stock options to certain consultants and advisors to the Company. As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company so elected to approve the amendment without stockholder approval. Thereafter, the Company granted an aggregate of 1,215,000 restricted stock units and 1,070,000 stock options, to its executive officers and directors, and to certain consultants, employees and advisors to the Company.

Promissory Note Financing

The Company entered into transactions pursuant to the 1800 SPA, with 1800 Diagonal and issued and sold to an 1800 Diagonal the August Note. The Company used the net proceeds from the sale of the August Note for general working capital purposes.

The August Note was in the principal amount of $223.6 thousand, which included an original issue discount of $29 thousand. A one-time interest charge of 10%, or $22 thousand was applied to the principal. The maturity date of the August Note is June 30, 2025.

The accrued, unpaid interest and outstanding principle, subject to adjustment, shall be paid in five payments as follows: (1) on February 28, 2025, $123 thousand; (2) on March 30, 2025, $30 thousand; (3) on April 30, 2025, $30 thousand; (4) on May 30, 2025, $30 thousand; and (5) on June 30, 2025, $30 thousand.

The August Note contains customary events of default for transactions similar to the transactions contemplated by the 1800 SPA and the August Note. In the event of an Event of Default (as defined in the 1800 SPA and promissory note), (i) the promissory note shall become immediately due and payable, (ii) the principal and interest balance of the August Note shall be increased by 150% and (ii) the August Note may be converted into Ordinary Shares of the Company at the sole discretion of 1800 Diagonal. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the August Note so 1800 Diagonal beneficially owns less than 4.99% of the Company’s Ordinary Shares. 1800 Diagonal shall be entitled to deduct $1.5 thousands from the conversion amount in each notice of conversion to cover 1800 Diagonal’s deposit fees associated with each notice of conversion.

The 1800 SPA contains customary representations and warranties made by each of the Company and 1800 Diagonal. The Company is subject to customary indemnification terms in favor of 1800 Diagonal and its affiliates and certain other parties.

The Company paid to ClearThink Securities as placement agent, approximately $9 thousands in cash fees in relation to the transactions contemplated by the 1800 SPA.