SMX F-1 Filing Registers 25.4 Million Shares for an Equity Line Resale

An F-1 filing is the registration statement a foreign private issuer submits to the SEC to register securities for sale in the United States, and SMX (Security Matters) Public Limited Company used one on July 29, 2026 to register the resale of up to 25,414,300 ordinary shares tied to an equity line of credit.

What happened

SMX is an Irish public limited company. Its ordinary shares trade on the Nasdaq Capital Market under the symbol SMX, and its public warrants trade as SMXWW. The new F-1 covers shares that SMX may choose to sell to a single investor under a Standby Equity Purchase Agreement, or SEPA, signed on December 1, 2025 and since amended. In the agreement the investor committed to buy up to $250 million of SMX ordinary shares when the company asks.

According to the preliminary prospectus, SMX has already drawn about $50.5 million under the SEPA and issued 463,035 ordinary shares to the investor. That leaves $199,476,841 of capacity, and the 25,414,300 newly registered shares relate only to that remainder. The investor is named as the selling stockholder and may resell the shares as it receives them.

The cover page reports a closing price of $17.325 on July 24, 2026, and 1,088,608 ordinary shares outstanding on that date. If every registered share were issued, the outstanding count would rise to 26,502,908.

SMX describes its business as brand protection, authentication and track-and-trace technology for the anti-counterfeit market, with a link to circular-economy supply chains. Its consolidated financial statements for fiscal 2025 contain an explanatory paragraph about substantial doubt over its ability to continue as a going concern, which the prospectus lists as a risk to future financing.

How it works

An equity line lets the company decide when to raise money. SMX sends an advance notice naming a number of shares, and the investor buys them at a discount to the market price.

The filing sets several limits on each advance:

• It cannot exceed the lesser of 100% of the average daily traded amount over the five trading days before the notice, 30% of the daily traded amount, and $1 million.
• It cannot take the investor above 4.99% of the ordinary shares outstanding.
• A standard advance is priced at 94% of the lowest volume-weighted average price (VWAP) over the three trading days after the notice. An intraday advance is priced at 98% of the lowest traded price in the intraday pricing period.

The company can use the facility until the first day of the month after 36 months from the agreement date, or earlier if the investor has paid $250 million in advances.

SMX receives nothing from the investor’s resale in the market, but it receives cash for each block it sells to the investor. It says it plans to use net proceeds for working capital and general corporate purposes and to pay down certain debt and other liabilities. The investor waived a requirement that some proceeds go toward buying bitcoin or another cryptocurrency, and SMX states that it holds no crypto assets and is not obliged to buy any.

The registered share count is more than 23 times the shares outstanding. At the July 24 price, 25.4 million shares would be worth well over the $199 million of remaining capacity, so the figure works as a ceiling that leaves room for lower share prices. The per-advance limits and the 4.99% cap govern how fast any issuance could happen.

Key terms

• SEPA: a contract in which an investor agrees to buy a company’s shares on request, up to a set dollar amount, over a fixed period.
• Advance: one draw under the SEPA, started when the company sends a notice.
• VWAP: the average trading price weighted by volume, used here to set the purchase price.
• Selling stockholder: the party that resells the registered shares to the public. Here it is the equity-line investor.
• Going concern paragraph: an auditor’s note that raises doubt about whether a company can keep operating for the next twelve months.

FAQ

Is this an IPO? No. SMX is already listed on Nasdaq, and this filing registers resales, not a new public offering.

Are the shares being sold now? Not yet. The prospectus is preliminary and subject to completion, and the registration must be declared effective before the investor can resell the shares under it.

Does the filing show how much SMX will raise? It shows a maximum, not a forecast. Total proceeds depend on how often SMX draws on the line and at what prices.