SMX

Security Matters
Country: IEIndustry: Specialty Business Services
$26.51|+$3.40 (14.71%)
MC: $33.67M

The company has a critical cash runway of only two months and is heavily reliant on highly dilutive financing facilities, including a $100M equity line and numerous convertible notes, posing a severe and immediate dilution risk to existing shareholders.

Float & OS: 826,199 / 1,270,000
Est. Runway: ~2 months

Risk Metrics

Overall Risk
SEVERE
Offering Ability
HIGH
Cash Need
SEVERE
Float Risk
SEVERE

Dilution Data

Warrants

  • As of December 31, 2024, there were 132 public warrants outstanding exercisable at $540,787.50 per share.
  • Numerous other warrants exist from various financing arrangements, most with an exercise price of $541 per share, including LP Convertible Note Warrants, Bridge Loan Warrants, and Underwriter Warrants.
  • 100,000 warrants were issued to Steven Wallitt with a $0.05 exercise price.
  • From a September 2024 private placement, 488,762 Series A Common Warrants remained outstanding with an exercise price of $13.96. All Pre-Funded and Series B warrants from this placement were converted by year-end.
  • All warrant terms are subject to adjustment for reverse stock splits.

Convertible Notes

  • Multiple convertible notes are outstanding with various terms, many featuring variable conversion prices that are highly dilutive.
  • LP Convertible Note: Principal of $250, convertible at a fixed price of $470,250 per share or at a 20% discount to the 20-day VWAP.
  • Steven Wallitt (SW) Convertible Security: $337 remaining outstanding, convertible at an adjusted price of $0.49 per share.
  • Alpha April Note: $72 outstanding, convertible at $513 per share or a 15% discount to the lowest 15-day VWAP.
  • Alpha July Note: $520 outstanding, convertible at the lesser of $174 or 80% of the lowest 20-day VWAP prior to conversion.
  • 1800 Diagonal Promissory Notes: Two notes maturing in 2025 and 2026 include a default conversion feature at a 25% discount to the lowest closing bid price over the prior ten trading days.
  • Promissory Notes Program (December 2025): Aggregate principal of $20,625,000 issued to institutional investors, which may be converted into ordinary shares. The RBW Convertible Promissory Note for $6,875,000, part of this program, converts at a 15% discount to the lowest 7-day VWAP.

Equity Lines

  • A Standby Equity Purchase Agreement (SEPA) with Generating Alpha Ltd. for up to $30 million was terminated in May 2025.
  • A new SEPA established in December 2025 provides an equity line of credit for up to $100 million.
  • The company issued 51,296 ordinary shares as a "Facility Fee" to the investor for this commitment.
  • Shares purchased under this line will be priced at a discount, either 94% of the lowest VWAP over three days or 98% of the lowest intraday traded price.
  • Drawdowns are limited but can commence even while new convertible notes are outstanding.

Shelf

  • On February 21, 2025, the Company filed a Form F-3 shelf registration statement to register for sale, from time to time, up to $45 million of various securities.

Offerings

  • [File Number: 333-287437]: Effective registration for the resale of up to 21,484,375 Ordinary Shares issuable upon conversion of a $6,875,000 convertible note, based on a floor price of $0.32 per share.
  • [File Number: 333-289651]: Effective registration for the resale of up to 22,590,361 Ordinary Shares issuable upon partial conversion of $7,500,000 in notes, based on a floor price of $0.332 per share.
  • [File Number: 333-290268]: Effective registration for the resale of up to 22,590,361 Ordinary Shares issuable upon partial conversion of $7,500,000 in notes (from a total of $15,000,000), based on a floor price of $0.332 per share.
  • [File Number: 333-292153]: Effective registration for the resale of up to 13,025,574 Ordinary Shares. This includes shares that may be sold to the company under the $100 million SEPA equity line.

Additional Notes

  • Reverse Stock Splits: The company has executed five reverse stock splits between July 2024 and November 2025 (1-for-75, 1-for-28.5, 1:7, 1:10.9, 1:8), which adjust the conversion and exercise prices of all dilutive instruments.
  • Incentive Equity Plans: The 2022 plan was amended to authorize 10,785,000 shares. Following this, an aggregate of 6,935,000 RSUs and 3,850,000 stock options were granted to insiders and employees, representing significant future dilution.
  • Shareholder Authorizations: In December 2025, shareholders granted Directors broad authority to issue new shares for cash without pre-emption rights until November 2030, facilitating future capital raises.
  • Registration Statements: An F-1 registration statement was declared effective in December 2025 to cover the resale of shares from the new Equity Line and Promissory Notes program.