SMX

Security Matters
Country: IEIndustry: Specialty Business Services
$32.20$-1.09 (-3.27%)
MC: $71.61M

SMX Technology operates with extremely toxic financing mechanisms, utilizing a $250 million standby equity line and registering over 100 million shares for resale against a microscopic public float of under 1 million shares. Supported by an extensive history of massive reverse stock splits, severe going-concern warnings, and enormous convertible note conversions, the overarching dilution risk is severe and continuous.

Float & OS: 919.6K / 2.2MFloat = shares likely tradable now (actual OS minus insiders). OS = current total shares outstanding.
Est. Runway: ~22 monthsBurn: $945K/mo SEC filing: ~1 months Post-filing financing: +$28.0M Pro-forma: ~22 months As of 2025-06-30
Inst Own: 1.8%Institutional ownership from 13F-HR and 13F-HR/A filings sourced from SEC. % ownership based on outstanding shares. Data is split adjusted. Ownership data as of 2025/12/31.
Overall RiskCombined assessment of dilution risk based on offering ability, cash need, and float risk factors.
SEVERE
Offering AbilityMeasures the company's capacity to issue new shares through shelf registrations, ATM programs, or other SEC filings that authorize future dilution.
HIGH
Cash NeedIndicates urgency for capital based on cash runway. Shorter runways often lead to dilutive financing.
SEVERE
Float RiskAssesses vulnerability to price impact from dilution based on current float size and trading volume.
SEVERE

Data last refreshed Mar 13, 2026

Historical O/S & Potential Dilution

Quarterly outstanding shares with fully diluted potential

Recent stock split (02/17/26). Historical share counts haven't been adjusted for this split yet — values shown are pre-split. Chart will update automatically once post-split filings are available.

Outstanding
Options
Equity Line

Cash Position

The company has 20.2 months of cash left based on estimated quarterly burn of $-2.83M and estimated current cash of $19.1M.

Historical Cash
Estimated Burn Since Filing
Post-Filing Financing

Dilution Notes

Warrants

  • RBW Capital Partners LLC Warrants: unknown principal convertible @ ~$1.84/share, about unknown M potential shares
  • Various Public SMXWW and Private Warrants: unknown principal convertible @ ~unknown/share, about unknown M potential shares

Convertible Notes

  • RBW Note: $6,875,000 convertible @ ~unknown/share, about 21.48 M potential shares
  • December 2025 Promissory Notes: $20,625,000 convertible @ ~unknown/share, about unknown M potential shares
  • September 2025 Promissory Notes: $7,500,000 convertible @ ~unknown/share, about 22.59 M potential shares
  • August 2025 Promissory Notes: $7,500,000 convertible @ ~unknown/share, about 22.59 M potential shares
  • LP 1800 Diagonal Alpha July and PMB Senior Notes: unknown principal convertible @ ~unknown/share, about unknown M potential shares

Convertible Preferred

  • Series A Preferred Rights Agreement: $250,000,000 convertible @ ~$0.0001/share, about unknown M potential shares

Equity Lines

  • The company maintains a Standby Equity Purchase Agreement SEPA with Target Capital 1 LLC, which had its commitment increased from $100,000,000 to $250,000,000.
  • As of February 2026, the company had drawn down approximately $8.9 million and issued 685,471 ordinary shares, leaving roughly $241.1 million remaining capacity that can be converted into actively dilutive shares.
  • The company issued 51,296 ordinary shares to the investor solely as a facility fee for the commitment.

Shelf

  • Registration: F-3 filed 2025-02-21
  • Total Capacity: $45,000,000
  • Remaining Capacity: $45,000,000
  • Baby Shelf Limitation: Fully applies. The company's public float is only $919,558, severely limiting F-3 utilization.
  • Current 12-month sale limit: Restricted to selling roughly $306,519 under this specific F-3 due to the one-third public float limitation.

Offerings

  • F-1 333-293520: Effective 2026-03-09. Registers for resale up to 30,411,426 Ordinary Shares tied to remaining availability under the $250M SEPA equity line of credit.
  • F-1 333-292153: Effective 2025-12-30. Registers for resale up to 13,025,574 Ordinary Shares related to the equity line of credit, the conversion of $20,625,000 in promissory notes, and facility fee shares.
  • F-1 333-290268: Effective 2025-10-01. Registers for resale up to 22,590,361 Ordinary Shares upon the conversion of $7.5M of convertible promissory notes.
  • F-1 333-289651: Effective 2025-08-27. Registers for resale up to 22,590,361 Ordinary Shares upon partial conversion of $7.5M in convertible promissory notes.
  • F-1 333-287437: Effective 2025-07-08. Registers for resale up to 21,484,375 Ordinary Shares issuable upon the conversion of a $6.875M principal convertible promissory note.

Additional Notes

  • Float disparity: The company possesses a tiny calculated public float of 919,558 shares against total outstanding shares of 2,224,067, creating a severe structural bottleneck compared to the 100M+ shares registered in pending and effective F-1 filings.
  • History of reverse splits: Outstanding warrants and shares have been constantly subjected to brutal reverse splits to maintain exchange listing, including 1:7, 1:10.89958, 8:1, and 4.8828125:1 ratios.
  • Equity compensation overhead: The 2022 Incentive Equity Plan was expanded to authorize up to 10,785,000 Ordinary Shares. Massive overhead exists from 6,935,000 RSUs and 3,850,000 stock options already granted.
  • Pre-emption bypass: The Board of Directors holds existing authorization to issue new shares for cash up to the unissued capital limit without applying statutory pre-emption rights until November 2030, circumventing shareholder approval requirements.
  • Ongoing financial distress: The company explicitly cites substantial doubt surrounding its ability to continue as a going concern with high cash burn rates averaging $944k/month, driving the perpetual cycle of toxic convertible debt and SEPA drawdowns.
  • Form S-8 risks: The company has an active S-8 registration 333-294122 allowing internal issuances that further expand the overall share pool and overhang.