F-1/A: SMX (Security Matters) Public Limited Company Files Amendment No. 2 to Form F-1 Registration Statement

SMX (Security Matters) Public Limited Company filed an amendment to its Form F-1 registration statement with the SEC, covering the potential issuance of ordinary shares and pre-funded warrants.

Summary

• SMX (Security Matters) Public Limited Company has filed Amendment No.
• 2 to its Form F-1 registration statement with the SEC.
• The filing relates to the potential issuance of ordinary shares and pre-funded warrants.
• The company has issued a significant number of ordinary shares in the past three years through various agreements, including a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD (Yorkville) and Securities Purchase Agreements with institutional investors.
• The company has also granted restricted stock units and options to purchase ordinary shares to its executives, directors, employees, consultants and agents.
• The document outlines indemnification agreements for directors and officers, providing protection against liabilities arising from their service to the company.
• The company is registering for sale an unspecified number of ordinary shares and pre-funded warrants with EF Hutton LLC as the underwriter.
• The purchase price for one Ordinary Share shall be $[] and the Underwriting Discount per one Firm Share: $[] (2.5%).
• The company will issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number shares of Pre-Funded Warrants (the Pre-Funded Warrants), which are initially convertible on a 1-for-1 basis into Ordinary Shares, at a price of $[] (100% of the public offering price allocated to each Firm Share less $0.0022), and the remaining non pre-funded exercise price of each pre-funded warrant will be $0.0022 per share.

Sentiment

Score: 5

Explanation: The document is primarily a regulatory filing, so the sentiment is neutral. It contains information about a potential capital raise, which could be viewed positively or negatively depending on the company's use of proceeds and market conditions.

Positives

• The company has secured an underwriting agreement with EF Hutton LLC for the offering.
• The company has implemented indemnification agreements for its directors and officers, potentially attracting and retaining qualified individuals.
• The company has obtained approval for listing on the NASDAQ Capital Market.

Negatives

• The company has issued a significant number of shares in the past three years, potentially diluting existing shareholders' equity.
• The company has relied on convertible promissory notes and SEPA agreements for financing, which can create uncertainty and potential dilution.
• The company erroneously issued 2,136 Ordinary Shares on July 26, 2023, which the Company is currently working to rescind and cancel.

Risks

• The company's reliance on ongoing financing agreements, such as the SEPA with Yorkville, could be subject to market conditions and investor sentiment.
• The potential for future dilution from the exercise of warrants and conversion of promissory notes could negatively impact the share price.
• The company's ability to maintain compliance with listing requirements on the NASDAQ Capital Market is crucial for investor confidence.

Future Outlook

The company intends to offer ordinary shares and pre-funded warrants to the public, with the commencement of the sale occurring as soon as practicable after the registration statement becomes effective.

Industry Context

This announcement reflects a company seeking capital in the public markets, a common practice in various industries. The specific terms of the offering and the company's financial situation will determine its attractiveness to investors.

Comparison to Industry Standards

• It is difficult to compare the results to industry standards without knowing the specific industry SMX operates in and having access to their financial performance data.
• However, the document does not provide enough information to make a meaningful comparison to industry benchmarks or competitors.

Stakeholder Impact

• Shareholders may experience dilution depending on the pricing and size of the offering.
• Employees may benefit from the company's access to capital for growth and operations.
• Customers may see improved products and services as a result of the capital raise.
• Suppliers may benefit from increased business with the company.
• Creditors may be impacted by changes in the company's capital structure.

Next Steps

• The company needs to secure effectiveness of the registration statement from the SEC.
• The company and underwriter will need to price the offering and commence sales.
• The company will need to fulfill ongoing reporting requirements as a public company.

Key Dates

Keywords

registration statement, ordinary shares, pre-funded warrants, underwriting agreement, securities, offering, SMX, Security Matters, Yorkville, EF Hutton