F-1/A: SMX Security Matters Announces Public Offering of Ordinary Shares and Pre-Funded Warrants

SMX Security Matters plans to offer 14,882,506 ordinary shares and pre-funded warrants to raise capital for sales, marketing, consulting, and working capital.

Summary

• SMX Security Matters is planning a public offering involving 14,882,506 ordinary shares.
• Pre-funded warrants will also be offered to purchasers whose acquisition of ordinary shares would result in exceeding beneficial ownership limits of 4.99% or 9.99%.
• Each pre-funded warrant is exercisable for one ordinary share, with an exercise price of $0.1915 less $0.0022, resulting in a non pre-funded exercise price of $0.0022 per share.
• The offering aims to raise capital for sales and marketing, consulting services, payment of outstanding liabilities, and general working capital.
• EF Hutton LLC is acting as the sole underwriter for the offering, which is being conducted on a firm commitment basis.
• The company's ordinary shares are listed on the Nasdaq Capital Market under the symbol SMX.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced disclosure requirements.

Sentiment

Score: 5

Explanation: Neutral sentiment. The document outlines a capital raising activity, which is a common corporate action. The document contains both positive aspects (raising capital) and negative aspects (dilution, risks).

Positives

• The offering will provide additional capital for growth initiatives.
• The use of pre-funded warrants allows for broader investor participation while adhering to ownership limitations.
• The company has the ability to use the net proceeds for a variety of purposes.
• The company has a sole underwriter to manage the offering.

Risks

• Investing in the company's securities involves risks, as detailed in the prospectus.
• The company is an emerging growth company and a foreign private issuer, which may result in less information available to investors.
• The company has broad discretion in the use of the net proceeds from this offering and may not use them effectively.
• You will experience immediate and substantial dilution as a result of this offering.

Future Outlook

The company intends to use the net proceeds from this offering for (i) sales and marketing, (ii) consulting services, (iii) payment of outstanding liabilities and (iv) working capital and other general corporate purposes.

Industry Context

The company operates in the brand protection, authentication, and track and trace technology market, aiming to provide solutions for anti-counterfeiting and supply chain integrity.

Stakeholder Impact

• Shareholders will experience dilution as a result of the offering.
• The company will have additional capital to invest in growth initiatives.
• The company's ability to execute its business plan may be enhanced.

Next Steps

• The underwriters expect to deliver the Ordinary Shares on or about [*], 2024.
• The company will use the net proceeds from this offering for (i) sales and marketing, (ii) consulting services, (iii) payment of outstanding liabilities and (iv) working capital and other general corporate purposes.

Key Dates

Keywords

ordinary shares, pre-funded warrants, public offering, EF Hutton, Security Matters, capital raise, SMX