SMX (SMX) Prices 13.33M Share Offering at $0.24/sh

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, 39^th Floor, New York, NY 10022, at (212) 970-5150.

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