NEW
YORK, June 23, 2023 /PRNewswire/ -- SMX
(Security Matters) PLC (NASDAQ:SMX; SMXWW) announced today an
underwritten public offering of securities for gross proceeds of
approximately $3.2 million, prior to
deducting underwriting discounts and commissions and offering
expenses payable by the Company and excluding any exercise of the
underwriter's option to purchase any additional securities as
described herein.
The public offering is comprised of (i) 13,333,333 ordinary
shares of the Company, par value $0.0001 per share (or ordinary share
equivalents), (ii) 13,333,333 warrants in the form of Warrant A to
subscribe for 13,333,333 ordinary shares, at an exercise price of
$0.24 per share and (iii)
13,333,333 warrants in the form of Warrant B to subscribe for
13,333,333 ordinary shares, at an exercise price of $0.24 per share.
The Company also granted the underwriter a 45-day option to
subscribe for, in the aggregate, (a) up to 1,999,999 additional
ordinary shares (or ordinary share equivalents) at a subscription
price per share of $0.24, and/or (b)
1,999,999 warrants in the form of Warrant A to subscribe for an
aggregate of 1,999,999 ordinary shares at an exercise price of
$0.24 per warrant, and/or (c)
1,999,999 warrants in the form of Warrant B to purchase an
aggregate of 1,999,999 ordinary shares at a purchase price of $0.24
per warrant, which may be subscribed for in any combination.
EF Hutton, division of Benchmark Investments, LLC is acting as
sole underwriter and bookrunner for this offering. Ruskin Moscou
Faltischek P.C. and Arthur Cox LLP represented the Company and
Lucosky Brookman LLP represented EF Hutton, division of Benchmark
Investments, LLC.
The Securities and Exchange Commission ("SEC") declared
effective a registration statement on Form F-1 relating to these
securities on June 22, 2023. A final
prospectus relating to this offering will be filed with the SEC.
The offering is being made only by means of a prospectus, copies of
which may be obtained, when available, from: EF Hutton, division of
Benchmark Investments, LLC, 590 Madison Avenue, 39th
Floor, New York, NY 10022, at
(212) 970-5150.
About SMX
As global businesses faces new and complex challenges relating
to carbon neutrality and meeting new governmental and regional
regulations and standards, SMX is able to offer players along
the value chain access to its marking, tracking, measuring and
digital platform technology to transition more successfully to a
low-carbon economy.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "intends," "may," "will,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release may include, for example: the
completion of the offering; the satisfaction of customary closing
conditions related to the offering; the intended use of proceeds
from the offering; successful launch and implementation of SMX's
joint projects with manufacturers and other supply chain
participants of steel, rubber and other materials; changes in SMX's
strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects and plans; SMX's ability to
develop and launch new products and services; SMX's ability to
successfully and efficiently integrate future expansion plans and
opportunities; SMX's ability to grow its business in a
cost-effective manner; SMX's product development timeline and
estimated research and development costs; the implementation,
market acceptance and success of SMX's business model; developments
and projections relating to SMX's competitors and industry; and
SMX's approach and goals with respect to technology. These
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing views as of any subsequent date, and
no obligation is undertaken to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. As a
result of a number of known and unknown risks and uncertainties,
actual results or performance may be materially different from
those expressed or implied by these forward-looking statements.
Some factors that could cause actual results to differ include: the
ability to maintain the listing of the Company's shares on Nasdaq;
changes in applicable laws or regulations; the effects of the
COVID-19 pandemic on SMX's business; the ability to implement
business plans, forecasts, and other expectations, and identify and
realize additional opportunities; the risk of downturns and the
possibility of rapid change in the highly competitive industry in
which SMX operates; the risk that SMX and its current and future
collaborators are unable to successfully develop and commercialize
SMX's products or services, or experience significant delays in
doing so; the risk that the Company may never achieve or sustain
profitability; the risk that the Company will need to raise
additional capital to execute its business plan, which may not be
available on acceptable terms or at all; the risk that the Company
experiences difficulties in managing its growth and expanding
operations; the risk that third-party suppliers and manufacturers
are not able to fully and timely meet their obligations; the risk
that SMX is unable to secure or protect its intellectual property;
the possibility that SMX may be adversely affected by other
economic, business, and/or competitive factors; and other risks and
uncertainties described in SMX's filings from time to time with the
Securities and Exchange Commission.
Follow us through our social channel @secmattersltd
View original content to download
multimedia:https://www.prnewswire.com/news-releases/smx-security-matters-public-limited-company-announces-pricing-of-3-2-million-public-offering-301860912.html
SOURCE SMX