美國

證券交易委員會

華盛頓，特區。20549

表格6-K

外國私營發行人報告書

根據規則 13a-16 或 15d-16，進行以下操作

證券交易所

對於十月份 2024

委員會 文件編號：001-41639

SMX（安防-半導體）公開有限公司

(公司章程中指定的準確名稱)

Mespil 業務中心, Mespil大廈

薩塞克斯 路, 都柏林4。, 愛爾蘭

電話：+353-1-920-1000

(總部地址) (郵政編碼)

在 Form 20-F 或 Form 40-F 的覆蓋下，表明註冊人提交或將提交年度報告。20-F ☒ 40-F ☐

SMX（安防-半導體）有限責任公司的6-k表報告（以下簡稱「公司」）包括以下內容：（1）關於截至2024年6月30日和2023年6月30日公司的財務狀況和經營業績的管理層討論與分析；（2）作爲附件的99.1號展示了截至2024年6月30日結束的公司未經審計的中期簡明的合併財務報表和相關附註。

關於前瞻性聲明的警示性聲明

本次6-k表格中的某些聲明或作爲其附件的內容可能構成《1995年證券訴訟改革法案》意義下的「前瞻性聲明」。前瞻性聲明包括但不限於關於未來期望、希望、信念、意圖或策略的表述。此外，任何涉及對未來事件或情況的預測、預測或其他描述，包括任何基本假設的聲明，都屬於前瞻性聲明。"預計"、"相信"、"考慮"、"繼續"、"可以"、"估計"、"期望"、"預測"、"打算"、"可能"、"計劃"、"可能"、"潛在"、"預測"、"項目"、"應該"、"將"等表達方式可能識別前瞻性聲明，但缺乏這些詞並不意味着一項聲明不具有前瞻性。本次6-k表格中的前瞻性聲明可能包括有關的聲明：

這些展望性聲明基於截至本6-k表格當前報告之日可獲得的信息、目前的預期、預測和假設，並涉及許多判斷、風險和不確定性。因此，不應依賴展望性聲明代表任何後續日期的觀點，也不承擔更新展望性聲明以反映其製作日期後發生的事件或情況的義務，除非根據適用證券法律的要求。

由於許多已知和未知的風險和不確定性，實際結果或表現可能會與這些前瞻性陳述所表達或暗示的情況有實質性不同。可能導致實際結果不同的一些因素包括：

管理層的財務狀況和經營結果分析

以下討論和分析提供了我們管理層認爲與評估和理解公司綜合經營結果和財務狀況相關的信息。 這份討論和分析應與我們截至2024年6月30日的未經審計的中期簡明綜合財務報表及相關附註，包括在本報告附件中或作爲6-k表格的一部分附在本報告中，以及截至2023年12月31日的我公司和前身公司的經審計綜合財務報表及相關附註，包括在我們於2024年4月30日提交給證券交易委員會的年度報告20-F中，以及於2024年5月3日修訂。此討論和分析還應與20-F年度報告中的「第4項公司信息」一節一起閱讀。除了歷史財務信息，這份討論和分析還包含基於當前預期涉及風險、不確定性和假設的前瞻性聲明。請參閱以上標題爲「關於前瞻性聲明的謹慎聲明」一節。實際結果和選擇事件的時間可能會因各種因素而與這些前瞻性聲明中預期的有實質不同，包括本年度報告20-F中「風險因素」或其他地方所述的因素。

按照我們所處的風險和不確定性的假設，結果和在本招股書或在任何文檔中引用的前瞻性陳述中討論的事件可能不會發生。投資者應謹慎對待這些前瞻性陳述，它們僅在本招股書或在文檔中通過引用作爲參考，其僅在本招股書或在文檔中通過引用作爲參考的文件的日期發表時存在。我們沒有任何義務，並明確聲明不承擔任何義務，更新或更改任何前瞻性陳述，無論是基於新信息、未來事件或其他原因。我們或代表我們行事的任何人作出的所有後續前瞻性陳述，都受到本節中所包含或所提到的警示性聲明的明確限制。

該公司整合了化學、物理和計算機科學，賦予材料記憶力，並在多個行業之間打造透明度和信任文化。該公司擁有近100項專利，支持獨特的標記、測量和追蹤技術，使客戶可以在各個發展階段無縫部署透明度，併爲利益相關者提供完整的材料組成和歷史溯源，從原材料到再生材料，以解決製造業挑戰和esg目標的問題，同時保持可持續增長。因此，SMX技術旨在幫助公司履行esg承諾，並更成功地轉型爲低碳經濟。

公司的科技旨在幫助全球各行業的公司更成功地過渡到一個可持續的循環經濟。通過採用我們的技術，他們將能夠實際衡量和追蹤原材料的來源，通過供應鏈和最終生命週期，從而可以測量產品中被回收/重複使用的材料量，以及該特定材料/物品被回收/重複使用的次數。

該公司提供一種解決身份驗證和追蹤難題的方案，以維護供應鏈的完整性，併爲商品生產商提供質量保證和品牌問責制。其技術作爲一種追蹤系統，利用標記物、閱讀器和算法來識別嵌入的亞分子顆粒，從而追蹤不同元件沿着生產過程（或沿着供應鏈上的任何其他標記良品）直至最終生產者。

其專有標記系統可在固體、液體或氣體物體或材料上嵌入永久或可移除的標記（根據客戶需求而定）。一個讀取器可以檢測各種材料中嵌入的數據，從金屬到織物再到食物和塑料，並將所有數據記錄在同一數字平台上。這種跨材料的多功能性使SMX技術遠離競爭對手。每個標記由一組標記代碼組成，以使每個標記設計獨一無二且無法複製。該標記系統與一種創新的專利讀取器配合使用，該讀取器響應來自標記的信號，並與一種專利算法一起捕獲檢索的產品細節，並將其存儲在blockchain數字分類賬上。每個標記都可以存儲在讀取器、私有服務器、雲服務器或blockchain分類賬上，以保護數據的完整性和保管。

SMX技術應用的潛力不僅僅是追溯原材料從起源到成品進行回收再利用，它還爲更廣泛的創新市場奠定了基礎，包括致力於推出全球首個塑料循環通證。針對全球僅有9%的塑料回收率以及價值逾400億美元的市場，該倡議旨在建立一個可靠的、具有道德意識的數字信用平台，利用可回收塑料積分類在新市場中巨大的潛力。SMX正在與一系列合作伙伴和贊助商合作，每個都提供獨特的技能和專業知識，致力於創建塑料循環通證，旨在促進公司向可持續實踐的過渡。該通證旨在成爲碳信用的下一代替代品，符合歐盟提高回收率的努力。利用其技術，實現對回收材料的物理追溯，SMX旨在激勵真正的塑料回收，推動環保循環，並支持有影響力的esg投資。

2024年1月，公司宣佈與紐約的R&I Trading（「R&I Trading」）簽訂了一項500萬美元的合同。 與R&I Trading的協議意在向北約成員國提供供應鏈管理服務。2024年6月30日後，R&I Trading向公司發出終止通知，並要求就合同下有爭議的支付金額進行仲裁。公司認爲終止合同是非法的，並要求R&I Trading履行合同義務。公司進一步認爲R&I Trading的主張毫無根據，並打算在必要時果斷地捍衛。爭議處於早期階段；然而，公司管理層目前認爲任何結果都不會對其財務狀況或經營業績產生重大不利影響。

2024年上半年，公司繼續在計劃中推動對電氣、電子和電機行業的挑戰，涉及廢物、可重複使用性和供應鏈保護的解決方案。在當今複雜的全球環境中，公司認爲確保關鍵元件和電路板不落入錯誤的手中比以往任何時候都更重要。從受制裁的元件悄悄滲入隱藏渠道到未經批准轉移敏感技術，公司風險是真實的，對這些設備的最終用戶可能是災難性的。我們相信我們的創新解決方案通過提供一種全面的方式來跟蹤和控制受限制的設備來解決這一不斷增長的問題。利用亞分子標記結合微型GPS跟蹤器，SMX將附加一種無法去除的數字孿生體到任何元件或特斯拉-pcb板。

歷史

SMX 安防-半導體有限公司（以色列公司編號515125771）（「SMX以色列」）成立於2014年，旨在爲企業提供品牌保護和供應鏈完整性解決方案。它通過商業化追蹤和追溯材料的初始技術（「源IP」）提供這些解決方案。SMX以色列的源IP起源於以色列政府核能委員會旗下的索裏剋核研究中心，這是一個從事核技術和光子技術研究與開發的機構。2015年1月，SMX以色列與Isorad有限公司（索裏克的知識產權持有公司）簽署了Isorad許可協議，授權使用源IP並開發和商業化該技術（「Isorad許可協議」）。根據已修訂的Isorad許可協議，可以將源IP應用於幾乎任何行業和任何產品。

SMX 以色列合併到了Security Matters PTY Ltd.，這是一家使用澳大利亞公司號（ACN）626 192 998（「Security Matters PTY」）的澳大利亞公司，以在澳大利亞證券交易所進行上市，交易標的爲「ASX: SMX」。這時，Security Matters PTY 擁有三個全資子公司：Security Matters Ltd.（以色列）、SMX時尚與奢侈品（法國）和 SMX 飲料 有限公司（澳大利亞）。它還持有 Yahaloma Technologies Inc.（一家加拿大公司）50% 的股份，以及持有 trueGold Consortium Pty Ltd.（澳大利亞公司）52.9% 的股份。

2023年3月7日（「截止日期」），公司完成了與Lionheart三公司（「Lionheart」）之前宣佈的業務組合，根據該組合，除其他事項外（「業務組合」）:

作爲業務組合的結果，公司擁有安防-半導體PTY的全部股本。因此，就財務報告而言，安防-半導體PTY（法定子公司）是會計歸併方，公司（法定母公司）是會計被合併方。根據倒購併後編制的合併財務報表以公司名義發行，但其仍是安防-半導體PTY財務報表的延續，反映了公司資產和負債的公允價值（會計目的的被合併方），以及安防-半導體PTY按公司在業務組合結束後首個交易日的開盤股價的報價成立股份認定發行的股份以及其資本重組。這種被認定發行的股份實際上是根據IAS 32的一項權益交易（接收公司淨資產）和根據IFRS 2的一項權益結算股份報酬交易（接收公司上市地位）。安防-半導體PTY被視爲發行的股份的公允價值與公司可識別淨資產的公允價值之間的差額代表爲獲得股票交易所上市服務的付款，因此在結束日期立即記入損益。

2024年7月15日，公司的普通股在納斯達克資本市場進行75:1的股票拆分後開始交易，交易代碼爲「SMX」，新的CUSIP編號爲G8267K208，ISIN代碼爲IE000IG23NR9。該拆分計劃於2024年6月11日經股東和董事會批准，每75股合併爲一股新的普通股，旨在滿足納斯達克每股最低買盤價格要求爲1.00美元，並將未流通股數量從約4480萬股減少到約59.7萬股。拆分後產生的零頭股被聚合並以市價出售。此外，普通股的票面價值從0.0022美元增加到0.165美元。公司的期權、權證和可轉換證券按比例調整。

影響經營業績的關鍵因素

公司認爲，其業績和未來成功取決於若干因素，這些因素爲我們提供了重大機遇，但也帶來了風險和挑戰，包括下文和公司不時提交給證券交易委員會的文件中包含的風險因素。

商業協議

該公司的科技旨在幫助全球各行業的公司更成功地過渡到一個可持續的循環經濟。通過採用我們的科技，他們可以切實地測量和追蹤原材料的來源，通過供應鏈，並在產品壽命週期結束時，可以測量從該產品項目中回收/重複使用的材料量，以及特定材料/物品被回收/重複使用的次數。

由於我們將銷售努力集中在大型跨國市場領先的企業集團，我們的銷售週期長達數個季度，並伴隨着風險。由於不可抗力，或類似對於我方不可控制的事件（如CoV 19、區域戰爭、全球緊張局勢、全球供應鏈挑戰以及氣候變化），隨時可能導致銷售週期中斷，所有努力將付諸東流。

The Company has received interest in its technology from several international market-makers conglomerates as well as parties interested in making such technology a market standard, which will greatly assist the creation of future income. Any delays in the successful completion of projects or the creation of a market standard, as well as the materialization of any of the risks described in the section entitled “Risk Factors” above may impact the ability to generate revenue.

Components of Operating Results

The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in or attached as an exhibit to this Report and in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

Revenue

To date, we haven’t seen substantial revenue from our technology sales. This is partly because our focus has been on creating a seamless onboarding process for multinational clients, establishing a solid foundation to become an industry standard, and ensuring readiness for a full and rapid deployment as a global commercial service.

Operating Expenses

The Company’s current operating expenses consist of the following components: research and development expenses, general and administrative expenses and selling and marketing expenses. The Company is working to maintain discipline on expenses over time.

Research and Development Expenses, net

The Company’s research and development expenses consist primarily of wage and salary related expenses, travel expenses subcontractors and consultants, depreciation and amortization of equipment, research expenses and share-based compensation expenses. The Company expects that its research and development expenses will increase as the Company continues to develop its products and recruit additional research and development employees.

The Company is engaged in Proof of Concept (POC) agreements according to which it receives funds for financing research and development expenses from prospective customers. Those funds are reimbursements for expenses and therefore are offset against the related R&D expenses in profit or loss.

General and Administrative Expenses

General and administrative expenses consist primarily of professional services fees, wages and salary related expenses, share-based compensation, insurance cost, transaction costs, facility-related costs and other general and administrative expenses.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of wages and salary related expenses, digital advertising and marketing expenses.

Finance Income and Expenses

Finance expenses, net consist primarily of revaluation of financial liabilities and warrants at fair value, interest on borrowings, inducement expenses, exchange rate difference, fees and commissions to banks.

Foreign currency

The consolidated financial statements are prepared in US Dollars, which is the functional and presentation currency of the Company. Security Matters (SMX) PLC functional currency is US Dollar. The functional currency of Lionheart III Corp is US Dollar. The functional currency of SMX Fashion and Luxury is EURO. The functional currency of trueSilver is Canadian Dollars. The functional currency of SMX (Security Matters) Ireland Limited is US Dollar. The functional currency of SMX Circular Economy Platform PTE, Ltd. is Singapore Dollar. Security Matters Pty’s functional currency is Australian Dollars. The functional currency of SMX Israel is New Israeli Shekels. The functional currency of Security Matters Canada Ltd. is Canadian Dollars. The functional currency of SMX Beverages Pty Ltd. is Australian Dollar. The functional currency of trueGold is Australian Dollar.

Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 (“The Effects of Changes in Foreign Exchange Rates”). Accordingly, transactions and balances have been converted as follows:

Comparison of the Six Months Ended June 30, 2024, and 2023

The following table summarizes our historical results of operations for the periods indicated:

* After giving effect to the reverse stock split on July 11, 2024. For more information, see “-History” above.

Operating loss for the six months ended June 30, 2024 was $9,256 thousand compared to $31,552 thousand for the six months ended June 30, 2023, a decrease of $22,296 thousand, or 71%. The major decrease is due to the costs that are related to the Business Combination, with Listing costs having amounted to $16,802 thousand and transaction expenses which amounted to $7,792 thousand.

Research and Development Expenses

The Company’s research and development expenses for the six months ending June 30, 2024, amounted to $1,689 thousand, representing an increase of $517 thousand, or 44%, compared to $1,172 thousand for the six months ended June 30, 2023. The major changes in research and development expenses were an increase of $615 thousand in subcontractors and consultants due to an increase in the Company’s professional team for its NATO government member state project, an increase of $607 thousand in salaries and related expenses due to an increase in headcount in Singapore as preparation for the planned relocation of the Company’s Israeli innovation center to Singapore in the near future, and an increase in reimbursement from paid pilots and proof of concept projects of $690 thousand.

General and Administrative Expenses

The Company’s general and administrative expenses amounted to $4,848 thousand for the six months ended June 30, 2024, a decrease of $8,502 thousand, or 64%, compared to $13,350 for the six months ended June 30, 2023. The decrease was primarily attributable to $7,792 thousand in transaction expenses relating to the Business Combination, a decrease of $1,274 thousand relating to the Company’s NASDAQ listing, a decrease of $749 thousand in share-based compensation, offset by an increase of $830 thousand in professional and investor relation services.

Selling and Marketing Expenses

The Company’s selling and marketing expenses totaled $2,719 thousand for the six months ended June 30, 2024, an increase of $2,491 thousand, or 1,093%, compared to $228 thousand for the six months ended June 30, 2023, and was primarily due to an increase of $1,726 thousand in marketing by a third party marketing group for the Company and an increase of $629 thousand in digital branding consulting services.

Finance Income and Expenses

The Company’s finance income for the six months ended June 30, 2024, totaled $1,602 thousand, an increase of $459 thousand, or 40%, compared to $1,143 thousand for the six months ended June 30, 2023. The increase is primarily due to revaluation of cashless warrants amounting to $1,108, that offset against a decrease on revaluation of the public warrants amounted to $755 thousand.

The finance expense for the six months ended June 30, 2024, totaled $3,232 thousand, an increase of $736 thousand, or 29%, compared to $2,496 thousand for the six months ended June 30, 2023. The increase relates to $1,333 thousand of interest on an outstanding promissory note, $155 thousand upon the issuance of shares to EFHutton pursuant to their agreement as an underwriter, $251 thousand of interest to YA II PN Ltd , $359 thousand on exchange rate and bank expenses, and a decrease on revaluations of financial liability amounted to $1,242 thousand.

Share of Net Profit/Loss of Associated Companies

As of June 30, 2024, the carrying amount of the investment in associated companies is $115 thousand.

There was no share of net loss of associated companies for the six months ended June 30, 2024.

Income Tax

As of June 30, 2024, the Company estimated carry forward tax losses was $55,981 thousand (June 30, 2023: $56,106 thousand) which may be carried forward and offset against taxable income for an indefinite period in the future. The Company did not recognize deferred tax assets relating to carry forward losses in the financial statements because their utilization in the foreseeable future is not probable.

Net Loss attributable to shareholders

As a result of the forgoing, our net loss for the six months ended June 30, 2024, was $10,886 thousand, compared to $33,009 thousand for the six months ended June 30, 2023, an decrease of $22,123 thousand, or 67%.

Liquidity and Capital Resources

Overview

Since our inception through June 30, 2024 and thereafter, the Company has funded its operations principally through the issuance of Ordinary Shares, warrants, convertible notes, loans from investors and related parties and reimbursement from prospected customers for paid pilots and proof-of-concept projects. As of June 30, 2024, the Company had non cash and cash equivalents balance and $21 thousand overdraft in current liabilities. In addition, during July 2024, the Company raised gross proceeds of approximately $747 thousand from the sale of a promissory note and warrants, in August 2024 the Company raised gross proceeds of approximately $194 thousand from the sale of a promissory note, and in September 2024, the Company raised gross proceeds of $5,350 thousand from the issuance of its ordinary shares, pre funded warrants and common warrants.

The table below presents our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities was $4,536 thousand during the six months ended June 30, 2024, compared to net cash used in operating activities of $7,675 thousand during the six months ended June 30, 2023. The decrease is mainly attributed to the decrease in net loss for the period of $22,316 thousand, decrease in Business Combination transaction listing costs of $16,802 thousand, decrease in financial expenses due to bridge loans principal amounts of $1,474 thousand and decrease in Share-based compensation cost of $469 thousand.

Investing Activities

Net cash used in investing activities was $166 thousand during the six months ended June 30, 2024 due to purchasing property, plant and equipment. Net cash used in investing activities was $393 thousand during the six months ended June 30, 2023, consisted of cost of capitalized development expenses in the amount of $383 thousand and $10 thousand used for purchasing property, plant and equipment.

Financing Activities

Net cash provided by financing activities was $4,636 thousand during the six months ended June 30, 2024, consisted mainly of $2,698 thousand in proceeds from the issuance of shares and warrants and $2,025 thousand for derivative financial liability.

Net cash provided by financing activities was $9,703 thousand during the six months ended June 30, 2023, consisted mainly of $3,220 thousand in advance payment for equity, $2,923 thousand for net proceeds from issuance of shares in the Business Combination, an aggregate of $2,811 thousand net proceeds from the issuance of bundled securities, $550 thousand in proceeds from bridge loans and $250 thousand in proceeds from the issuance of a convertible note.

Current Outlook

The Company has incurred and continues to incur losses and continues to generate negative cash flows from operations since inception in 2015. Since the Company’s inception, it has not generated significant revenue from the sale of technology.

As of June 30, 2024 and December 31, 2023, the Company had nil and $168 thousand, respectively, in cash and cash equivalents. Since June 30, 2024, the Company has raised an additional approximately $6,292 thousand in funding from various investors. The Company has also since then restructured $1,300 thousand of its debt by issuing a $800 thousand Convertible Promissory Note (which may be converted in the Company’s discretion) and a $500 thousand Promissory Note. In addition, the Company has outstanding approximately $15,000 thousand in existing payables and other liabilities related to expenses of the Business Combination. The Company expects to fund the payment of such amounts out of the $30,000 thousand equity line of credit (the “SPA”), ongoing activities of the Company and likely other capital raises in 2024 and 2025. The Company also works to convert its existing indebtedness into equity as part of its ongoing efforts to satisfy its existing liabilities while conserving cash. Further, the Company’s operating plans may change as a result of many factors that may currently be unknown to it, and it may need to seek additional funds sooner than planned.

We are generating negative cash flow and requiring constant and immediate cash injections to continue to operate. We face significant uncertainty regarding the adequacy of our liquidity and capital resources and our ability to repay our obligations as they become due in cash. We are currently negotiating with certain of our debt holders and others we owe money to, to extend the term of their notes or other payment obligations and/or to convert some or all of such liabilities into our ordinary shares. However, there can be no assurance that our discussions will be successful. We expect to be able to obtain additional sources of debt and equity financing. However, such opportunities remain uncertain and are predicated upon events and circumstances which are outside the Company’s control.

The Company’s future capital requirements will depend on several factors, including:

When and until the Company starts to generate significant recurring revenues and profit, the Company expects to satisfy its future cash needs through capital raising and shareholders’ financial support. The Company cannot be certain that additional funding will be available when needed, on acceptable terms, if at all. The Company’s outstanding warrants are generally either out of money or have nominal exercise prices; accordingly, the Company does not expect to raise any material additional funds from the exercise of outstanding warrants in at least the short-term. If funds are not available, the Company may be required to delay or reduce the scope of research or development plans.

We can give no assurances that we will be able to secure additional sources of funds to support our operations and/or repay our indebtedness and other liabilities on acceptable terms, or at all, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. If we raise additional funds by issuing equity or convertible debt securities, including pursuant to the SPA, it could result in dilution to our existing stockholders or increased fixed payment obligations. In addition, as a condition to providing additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. If we incur additional indebtedness, we could become subject to covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collaborations we enter into with third parties may provide capital in the near term but may not be on terms that are favorable to us. Any of the foregoing could significantly harm our business, financial condition and results of operations. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may be required to reduce the scope of the commercialization of our planned products or delay, scale back or discontinue the development of one or more of our product candidates.

We may also need to take certain other actions to allow us to maintain our projected cash and projected financial position, including but not limited to additional reductions in general and administrative costs, sales and marketing costs, and other discretionary costs. Although we believe such plans, if executed and coupled with the above-described sources of liquidity, should provide us with financing to meet our needs, successful completion of such plans is dependent on factors outside of our control.

We anticipate that we will continue to incur net losses into the foreseeable future as we continue our development of our product candidates and expand our corporate infrastructure.

Going Concern

As of June 30, 2024, we had incurred accumulated losses of $61.6 million and plan to continue to fund our operations through the sale of convertible securities, Ordinary Shares and warrants. There is no assurance that such financing would be available on acceptable terms or consummated. Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Contractual Obligations

Private Placement Transaction

On September 11, 2024, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement and a Registration Rights Agreement with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $5,350 thousand, before deducting fees to the placement agents and other expenses payable by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the Private Placement for general corporate purposes and for working capital purposes. Aegis Capital Corp. (“Aegis”), acted as the lead placement agent and ClearThink Securities acted as a co-placement agent for the Private Placement.

The offering consisted of the sale of 5,350,000 Common Units (or Pre-Funded Units), each consisting of one Ordinary Share or Pre-Funded Warrant and two Series A Common Warrants, each to purchase one Ordinary Share per warrant at an exercise price of $1.00, subject to adjustment, and one Series B Common Warrants to purchase such number of Ordinary Shares as determined in the Series B Warrant. The public offering price per Common Unit was $1.00 (or $0.9999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable subject to registration and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $1.00 per Ordinary Share. The Series A Common Warrants are exercisable immediately subject to registration and expire 66 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant is subject to adjustment. The initial exercise price of each Series B Common Warrant is $0.00001 per Ordinary Share. The number of Ordinary Shares issuable under the Series B Warrant, if any, is subject to adjustment to be determined pursuant to the trading price of the Ordinary Shares following the effectiveness of a resale registration statement that the Company has undertaken to file on behalf the Purchasers.

Of the gross proceeds, 20%, or $1,072 thousand, will be held in escrow and payable to the Purchasers under certain circumstances during the term of the Series A Common Warrants and Series B Warrants, as set forth therein.

The Company also entered into a Placement Agent Agreement with Aegis as lead placement agent, dated September 11, 2024, pursuant to which Aegis agreed to serve as the placement agent for the Company in connection with the Private Placement. The Company agreed to pay Aegis a cash placement fee equal to 10.0% of the gross cash proceeds received in the Private Placement and to pay ClearThink Securities a cash placement fee equal to 2.0% of the gross cash proceeds received in the Private Placement.

As a condition to closing, the executive officers, directors and 10% holders of Ordinary Shares of the Company executed 90-day lock-up agreements.

Promissory Note Financing

The Company entered into transactions pursuant to a Securities Purchase Agreement dated August 30, 2024 and issued and sold to an institutional investor a promissory note, for gross proceeds to the Company of $194.5 thousand, before deducting fees and other offering expenses payable by the Company.

The Company intends to use the net proceeds from the sale of the promissory note for general working capital purposes.

The promissory note is in the principal amount of $223.6 thousand, which includes an original issue discount of $29 thousand. A one-time interest charge of 10%, or $22 thousand was applied to the principal. The maturity date of the promissory note is June 30, 2025.

The accrued, unpaid interest and outstanding principle, subject to adjustment, shall be paid in five payments as follows: (1) on February 28, 2025, $123 thousand; (2) on March 30, 2025, $30 thousand; (3) on April 30, 2025, $30 thousand; (4) on May 30, 2025, $30 thousand and (5) on June 30, 2025, $30 thousand.

Through February 26, 2025, the Company may prepay the promissory note in full at a 2% discount.

The promissory note contains customary Events of Default for transactions similar to the transactions contemplated by the Purchase Agreement and the Note. In the event of an Event of Default, (i) the promissory note shall become immediately due and payable, (ii) the principal and interest balance of the Note shall be increased by 150% and (ii) the promissory note may be converted into Ordinary Shares of the Company at the sole discretion of the Investor. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the promissory note so the investor beneficially owns less than 4.99% of the Company’s Ordinary Shares. The investor shall be entitled to deduct $1.5 thousand from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

The Purchase Agreement contains customary representations and warranties made by each of the Company and the investor.

The Company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.

The Company paid to ClearThink Securities as placement agent, approximately $9 thousand in cash fees in relation to the transactions contemplated by the Purchase Agreement.

PMB Partners

On July 10, 2024, the Company entered into a Letter of Intent with PMB Partners, LP (PMB”), as part of the Company’s ongoing efforts to satisfy its existing liabilities while conserving cash. Although the Letter of Intent was binding, the Letter of Intent provided that the Company and PMB negotiate in good faith the drafting and execution of a $800 thousand Convertible Note, a $500 thousand non-convertible promissory note (the “Senior Promissory Note”) and other ancillary documents, contracts, or agreements to give effect to the terms of the Letter of Intent not otherwise satisfied at or as of the Effective Date (the “Definitive Agreements”). The Definitive Agreements, consisting of a Subscription Agreement, a Notes Exchange Agreement, a Share Exchange Agreement, the Convertible Note and the Senior Promissory Note, with terms consistent with the Letter of Intent were all dated as of September 4, 2024 and executed and delivered on or about September 9, 2024.

Alpha SPA

On April 19, 2024, the Company entered into the SPA with Generating Alpha, committing Alpha to purchase up to $30 million of the Company’s ordinary shares, subject to the SPA’s terms. The Company may direct Alpha to purchase shares at its discretion after a three-month period, with a minimum purchase of $20 thousand and a maximum of $833 thousand in any 30-day period, subject to certain pricing conditions based on market price.

Securities Purchase Agreement

The Company consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of July 19, 2024 and issued and sold to an institutional investor (the “Investor”) a promissory note (the “Note”) and warrants (the “Warrant”), for gross proceeds to SMX of $747.5 thousand, before deducting fees and other offering expenses payable by the Company. Funding of the proceeds occurred on or about July 26, 2024.

The Company used the net proceeds from the sale of the Note for working capital and general corporate purposes.

The Note is in the principal amount of $1,150 thousand (the “Principal Amount”) and carries an original issue discount of 35%. The maturity date of the Note is the 12-month anniversary of the issuance date, and is the date upon which the Principal Amount, as well as any other fees, shall be due and payable.

The Investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any costs, fees and charges) into the Company’s Ordinary Shares, at a conversion price equal to the lesser of $6.10 or 80% of the lowest volume weighted average price of the Company’s ordinary shares during the twenty trading days prior to the conversion, subject to customary adjustments as provided in the Note including for fundamental transactions. Any such conversion is subject to customary conversion limitations set forth in the Note so the Investor beneficially owns less than 4.99% of the Company’s Ordinary Shares. Additionally, the Company has the right to convert in whole or in part the Note into Ordinary Shares subject to the terms and limitations described in the Note; provided that in no case shall the Company so convert the Note if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the Investor of Ordinary Shares in excess of 4.99%. In the event of the Company’s failure to timely deliver Ordinary Shares upon conversion of the Note, the Company would be obligated to pay a “Conversion Default Payment” of $2 thousand per day, pursuant to the terms of the Note.

Subject to exceptions described in the Purchase Agreement, the Company may not sell any equity or debt securities for a period of 25 business days from the date of the Purchase Agreement without the Investor’s consent.

The Note contains customary Events of Default for transactions similar to the transactions contemplated by the Purchase Agreement and the Note, which entitle the Investor, among other things, to accelerate the due date of the unpaid principal amount of the Note. Any principal amount on the Note which is not paid when due shall bear interest at the rate of the lesser of (i) 24.5% per annum and (ii) the maximum amount permitted by law during the Event of Default. Upon the occurrence of any Event of Default, the principal amount then outstanding plus accrued interest (including any costs, fees and charges) increases to 120% of such amount through the date of full repayment, as well as all costs of collection.

The Purchase Agreement and the Note contain restrictions on the Company’s ability to enter into any transaction with a Variable Security (as defined in the Note) component, as well as other restrictions on and covenants by the Company, all as described in, and subject to exceptions described in, the Note and the Purchase Agreement.

The Purchase Agreement contains customary representations and warranties made by each of the Company and the Investor. It further grants to the Investor certain rights of participation and first refusal, and certain most-favored nation rights, all as set forth in, and subject to exceptions described in, the Purchase Agreement and the Note.

The Company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.

The Warrant, for 208,524 Ordinary Shares, has an exercise price of $6.23 per share, subject to customary adjustments and certain price-based anti-dilution protections, and may be exercised at any time until the five and one-half year anniversary of the Warrant. The Warrant also may be exercised pursuant to a cashless or net exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. In the event of the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant, the Company would be obligated to pay a “Buy-In” amount pursuant to the terms of the Warrant.

The Company further entered into a Registration Rights Agreement with the Investor, pursuant to which the Company agreed to register for resale all of the Ordinary Shares underlying the Note and the Warrant.

See also the descriptions in “Note 3-Convertible Notes” and “Note 4-Material Events During The Period”, to the Company’s unaudited financial statements for the six months ended June 30, 2024, included as an exhibit to this Form 6-K.

Leases

SMX Israel is a party to a lease agreement dated January 14, 2020, and amended as of December 24, 2020 (the “Lease”). Under the Lease, it is obligated to pay ILS 253 thousand plus VAT per year. The Lease will expire on May 31, 2027, with an additional option of 5 years, unless terminated by the landlord due to a requirement of a governmental authority to modify or terminate the Lease, pursuant to the terms of the lease.

Borrowings

On September 19, 2023, the Company amended its loan agreements dated September 7, 2015, by and between the Company, its shareholders and Kamea Fund. Pursuant to the amendment to the loan agreements, Kamea agreed to convert $657 thousand of indebtedness under the loan agreements into 6,497 ordinary shares (post share reverse splits) of the Company, as payment in full for such indebtedness; provided however, that in the event the proceeds received from Kamea with respect to any sales of the shares are not at least equal to the indebtedness amount, the Company will remain liable to Kamea for the balance of the indebtedness amount. In accordance with management estimation as of June 30, 2024 the fair value of this indebtedness is immaterial.

Security Matters PTY and the Company borrowed an aggregate of $3,860 thousand from private investors between September 2022 and February 2023, which loans are due no earlier than May 31, 2024. All of such loans have an interest rate of 10% per annum. Each such lender (except for one lender which lent an amount of $1,000 thousand which is not entitled to the redeemable warrants), further received 20% redeemable 5-year warrant coverage to subscribe for Ordinary Shares at $18,975 per share, plus 5% 5-year bonus warrant coverage to subscribe for Ordinary Shares at $18,975 per share and a first priority security interest in the shares of Security Matters PTY’s interest in trueGold Consortium Pty Ltd. In March 2023, the Company signed an addendum to the Bridge Loans agreements which converted $1,350 thousand into common shares and deferred the remaining cash payments to March 31, 2024.

In January 2023, the Company borrowed $250 thousand from a private investor, which loan is due December 31, 2024. Such loan has an interest rate of 15% per annum, and is convertible at a conversion price of $750 per share, and the holder further received 5% redeemable 5-year warrant coverage to subscribe for Ordinary Shares at $862.50 per share, plus 5% 5-year bonus warrant coverage to subscribe for Ordinary Shares at $862.50 per share.

On September 6, 2023, the Company entered into the transactions pursuant to a Securities Purchase Agreement dated as of September 5, 2023 and issued and sold to an institutional investor a promissory note with a fixed conversion price of $122.835 and warrants, for gross proceeds to SMX of approximately $2,500 thousand, before deducting fees and other offering expenses payable by the Company. The note is in the principal amount of $4,290 thousand. The actual amount loaned by the investor pursuant to the Note is $2,574 thousand after a 40% original issue discount. The maturity date of the note is the 12-month anniversary of the Effective Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Interest accrues in the amount of 12% per year and shall be payable on the maturity date or upon acceleration or by prepayment or otherwise. The investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid principal amount and interest (including any costs, fees and charges) into Ordinary Shares at a fixed conversion price of $122.835 per share. Any such conversion is subject to customary adjustments and limitations set forth in the note, including for fundamental transactions. Additionally, as part of the transaction, we issued two warrants to the Investor, an “A” Warrant and a “B” Warrant. The A Warrant for 52,387 Ordinary Shares has an exercise price of $0.165 per share, subject to customary adjustments, and may be exercised at any time until the five year anniversary of the A Warrant. The B Warrant for 34,925 Ordinary Shares has an exercise price of $122.835 per share, subject to customary adjustments, and may be exercised at any time until the five year anniversary of the B Warrant. In no case shall the Company convert the note or exercise the A Warrants or the B Warrants if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the investor of ordinary shares in excess of 4.99% of the Company’s issued and outstanding Ordinary Shares. Please see Notes 3.1 and 3.3 to the Company’s unaudited financial statements for the six months ended June 30, 2024, included as an exhibit to this Form 6-K, for further information regarding the conversion of such promissory note and exercise of such warrants.

See also “-Contractual Obligations” above, and the description of the Company’s borrowings in Note 3 to the Company’s unaudited financial statements for the six months ended June 30, 2024, included as an exhibit to this Form 6-K.

Government Grants

As of June 30, 2024 and December 31, 2023, the Company has a contingent liability of $148 thousand and $153 thousand, respectively, for government grant it received for the use of research and development activities from Israel Innovation Authority (IIA). The Company is subject to paying 3% of its relevant revenues for the first three years, and 4% of the relevant revenues for further years, until repayment of the entire grant.

Isorad License Agreement

In January 2015, the Company entered into the Isorad License Agreement with Isorad Ltd. (a company wholly owned by the State of Israel with rights to exclusively commercialize the Soreq Research Center technology for civilian uses), according to which the Company was granted technological license in return for future royalties based on 2.2% of gross sales by the Company and its affiliates and after 25 years the license becomes royalty-free. Upon the occurrence of an M&A event (as such event is defined in the agreement to include mergers, sale of all or substantially all the assets of ours and similar event), in the first M&A event, the Company is to pay a consideration equal to 1% of the amount received or transferred and in the second M&A event, a consideration equal to 2% of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter.

In January 2023, the Company signed an amendment to the Isorad License Agreement that provided for the following: (1) for the BCA with Lionheart, (a) Isorad was issued 864,000 options to purchase shares of the Company, which options were issued in January 2023 and valued using the Black-Scholes pricing model, with the main parameters used being: (1) risk-free rate: 3.42%; (2) expected volatility: 81.92%: (3) expected term: up to 3 years; and (4) expected dividend yield: 0%; and (b) Isorad will be entitled to 1% of any amount actually received against equity or other funding convertible into equity at the closing of the transaction and until 13 months thereafter (to be paid after reaching an aggregated received amount of $27 million, or at the end of such 13 months, the earlier thereof); and (2) Exit fee - in the occurrence of the first M&A event (as such event is defined in such agreement to include mergers, sale of all or substantially all the assets of the Company and similar event) after the closing of the BCA, the Company is to pay a cash amount equal to 1.5% of the amount received or transferred. This will not apply to any future offer of shares, merger or sale of assets thereafter. In the six months ended June 30, 2024 and in the twelve months ended December 31, 2023, based on the funds the Company actually received, the Company recognized a technology license intellectual property at the amount of $7 thousand and $123 thousand, respectively, against a liability that reflects the due amount.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risks in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of U.S. dollar/ILS Israeli Shekels exchange rates, which is discussed in detail in the following paragraph.

Foreign Currency Exchange Risk

Currency Fluctuations

The Company’s operating expenses are denominated in ILS, AUD, EURO and SGD, and therefore are currently subject to foreign currency risk. We have been affected by changes in some of such rates compared to the U.S. dollar, We have been affected by changes in the rate of ILS currency compared to the U.S. dollar, as the ILS decreased against the U.S. dollar by approximately 4% and 6% in the six months ended June 30, 2024 and June 30, 2023, respectively. In addition, the EURO decreased against the U.S. dollar by approximately 3% and increased against the U.S. dollar by 2% in the six months ended June 30, 2024 and June 30, 2023, respectively. Furthermore, the AUD decreased against the U.S. dollar by approximately 2% and 3% in the six months ended June 30, 2024 and June 30, 2023, respectively. Lastly the SGD decreased against the U.S. dollar by approximately 3% and 1% in the six months ended June 30, 2024 and June 30, 2023, respectively

The Company’s policy is not to enter into any currency hedging transactions, and we cannot assure you that we will not be adversely affected by currency fluctuations in the future.

Credit Risk

Credit risk is a risk of financial loss if a counterparty or customer fails to meet its contractual obligations. We closely monitor the activities of our counterparties and control the access to its intellectual property which enables it to ensure a prompt collection. Our main financial assets are cash and cash equivalents as well as other receivables and represent the Company’s maximum exposure to credit risk in connection with its financial assets. Wherever possible and commercially practical, the Company holds cash with major and sound financial institutions in Israel and Australia.

Liquidity Risk

Liquidity risk is the risk that we will encounter in meeting our obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. The Company has procedures to minimize that risk by maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. For more details, please refer to the section titled, “Liquidity and Capital Resources”.

Critical Accounting Policies and Estimates

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 22, 2024