On April 19, 2024, SMX (Security Matters) Public Limited Company, a foreign private issuer, reported that it had entered into a Stock Purchase Agreement (SPA) with Generating Alpha Ltd., which commits Alpha to purchase up to $30 million of SMX's ordinary shares under certain terms. This agreement follows a note and warrant transaction with Alpha from April 11, 2024. Concurrently, SMX terminated a previous $25 million Standby Equity Purchase Agreement with YA II PN, Ltd. The SPA allows SMX to direct Alpha to purchase shares at specified times and prices, with a minimum mandatory amount for any single purchase and a cap on purchases within a 30-day period. The purchase price of the shares is determined by a set discount to the market price, varying...Show More

On April 19, 2024, SMX (Security Matters) Public Limited Company, a foreign private issuer, reported that it had entered into a Stock Purchase Agreement (SPA) with Generating Alpha Ltd., which commits Alpha to purchase up to $30 million of SMX's ordinary shares under certain terms. This agreement follows a note and warrant transaction with Alpha from April 11, 2024. Concurrently, SMX terminated a previous $25 million Standby Equity Purchase Agreement with YA II PN, Ltd. The SPA allows SMX to direct Alpha to purchase shares at specified times and prices, with a minimum mandatory amount for any single purchase and a cap on purchases within a 30-day period. The purchase price of the shares is determined by a set discount to the market price, varying with the share price. Alpha's obligation to purchase shares is subject to conditions, including not exceeding a 4.99% ownership threshold. SMX will issue Alpha 2,725,621 ordinary shares as a commitment fee, subject to a three-month lock-up. The proceeds from the SPA are intended for working capital and general corporate purposes, with half of the proceeds going towards any debt owed to Alpha. The SPA will terminate automatically after 36 months or once Alpha has purchased $30 million worth of shares, whichever comes first. SMX has the right to terminate the SPA without cost, given certain conditions are met. The SPA includes customary representations, warranties, conditions, indemnification obligations, and restrictions on entering Variable Rate Transactions. Additionally, SMX has agreed to a Registration Rights Agreement to register the resale of shares under the SPA. The Commitment Shares will be issued in a private placement and have not been registered under the Securities Act or state securities laws.