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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 SMX (Security Matters) plc 20-F 12/31/22 140:21M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.79M
Non-Canadian Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 99K
Liquidation or Succession
3: EX-4.10 Instrument Defining the Rights of Security Holders HTML 173K
4: EX-4.33 Instrument Defining the Rights of Security Holders HTML 209K
5: EX-4.34 Instrument Defining the Rights of Security Holders HTML 56K
6: EX-4.35 Instrument Defining the Rights of Security Holders HTML 56K
7: EX-4.36 Instrument Defining the Rights of Security Holders HTML 56K
8: EX-4.37 Instrument Defining the Rights of Security Holders HTML 58K
9: EX-4.38 Instrument Defining the Rights of Security Holders HTML 56K
10: EX-4.39 Instrument Defining the Rights of Security Holders HTML 56K
11: EX-4.40 Instrument Defining the Rights of Security Holders HTML 56K
12: EX-4.41 Instrument Defining the Rights of Security Holders HTML 56K
13: EX-4.42 Instrument Defining the Rights of Security Holders HTML 56K
14: EX-4.43 Instrument Defining the Rights of Security Holders HTML 56K
15: EX-4.44 Instrument Defining the Rights of Security Holders HTML 73K
16: EX-4.45 Instrument Defining the Rights of Security Holders HTML 58K
17: EX-4.46 Instrument Defining the Rights of Security Holders HTML 38K
18: EX-4.47 Instrument Defining the Rights of Security Holders HTML 40K
19: EX-4.48 Instrument Defining the Rights of Security Holders HTML 40K
20: EX-4.49 Instrument Defining the Rights of Security Holders HTML 40K
21: EX-4.50 Instrument Defining the Rights of Security Holders HTML 39K
22: EX-4.51 Instrument Defining the Rights of Security Holders HTML 39K
23: EX-4.52 Instrument Defining the Rights of Security Holders HTML 40K
24: EX-4.53 Instrument Defining the Rights of Security Holders HTML 40K
25: EX-4.54 Instrument Defining the Rights of Security Holders HTML 39K
26: EX-4.55 Instrument Defining the Rights of Security Holders HTML 38K
27: EX-4.56 Instrument Defining the Rights of Security Holders HTML 46K
28: EX-4.57 Instrument Defining the Rights of Security Holders HTML 38K
29: EX-4.58 Instrument Defining the Rights of Security Holders HTML 49K
30: EX-4.59 Instrument Defining the Rights of Security Holders HTML 49K
31: EX-4.60 Instrument Defining the Rights of Security Holders HTML 40K
32: EX-4.61 Instrument Defining the Rights of Security Holders HTML 50K
33: EX-4.62 Instrument Defining the Rights of Security Holders HTML 77K
34: EX-4.63 Instrument Defining the Rights of Security Holders HTML 35K
39: EX-13.1 Annual or Quarterly Report to Security Holders HTML 35K
40: EX-13.2 Annual or Quarterly Report to Security Holders HTML 35K
35: EX-11.1 Statement re: the Computation of Earnings Per HTML 102K
Share
36: EX-11.2 Statement re: the Computation of Earnings Per HTML 116K
Share
37: EX-12.1 Statement re: the Computation of Ratios HTML 39K
38: EX-12.2 Statement re: the Computation of Ratios HTML 39K
41: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 400K
47: R1 Cover HTML 121K
48: R2 Consolidated Statements of Financial Position HTML 115K
49: R3 Consolidated Statements of Comprehensive Loss HTML 92K
50: R4 Consolidated Statements of Changes In Equity HTML 69K
51: R5 Consolidated Statements of Cash Flows HTML 99K
52: R6 General HTML 50K
53: R7 Significant Accounting Policies HTML 149K
54: R8 Critical Accounting Estimates and Judgements HTML 45K
55: R9 Other Current Assets HTML 52K
56: R10 Property and Equipment, Net HTML 227K
57: R11 Convertible Note HTML 44K
58: R12 Investments in Associated Companies HTML 76K
59: R13 Intangible Assets, Net HTML 119K
60: R14 Leases HTML 100K
61: R15 Other Payables HTML 56K
62: R16 Borrowings From Related Parties HTML 62K
63: R17 Bridge Loans and Derivative Financial Liability HTML 72K
64: R18 Shareholders? Equity HTML 184K
65: R19 Research and Development Expenses, Net HTML 65K
66: R20 General and Administrative Expenses HTML 65K
67: R21 Taxes on Income HTML 65K
68: R22 Loss Per Share HTML 56K
69: R23 Related Parties HTML 76K
70: R24 Government Grants HTML 50K
71: R25 Controlled Entities HTML 57K
72: R26 Commitments and Contingent Liabilities HTML 53K
73: R27 Financial Instruments and Risk Management HTML 136K
74: R28 Fair Value Measurement HTML 70K
75: R29 Subsequent Events HTML 83K
76: R30 Significant Accounting Policies (Policies) HTML 199K
77: R31 Significant Accounting Policies (Tables) HTML 44K
78: R32 Other Current Assets (Tables) HTML 49K
79: R33 Property and Equipment, Net (Tables) HTML 224K
80: R34 Investments in Associated Companies (Tables) HTML 48K
81: R35 Intangible Assets, Net (Tables) HTML 115K
82: R36 Leases (Tables) HTML 98K
83: R37 Other Payables (Tables) HTML 53K
84: R38 Borrowings From Related Parties (Tables) HTML 51K
85: R39 Shareholders? Equity (Tables) HTML 124K
86: R40 Research and Development Expenses, Net (Tables) HTML 64K
87: R41 General and Administrative Expenses (Tables) HTML 62K
88: R42 Taxes on Income (Tables) HTML 61K
89: R43 Loss Per Share (Tables) HTML 53K
90: R44 Related Parties (Tables) HTML 76K
91: R45 Government Grants (Tables) HTML 44K
92: R46 Controlled Entities (Tables) HTML 53K
93: R47 Financial Instruments and Risk Management (Tables) HTML 125K
94: R48 Fair Value Measurement (Tables) HTML 67K
95: R49 General (Details Narrative) HTML 43K
96: R50 Schedule of Depreciation Rates of Property, Plant HTML 44K
and Equipment (Details)
97: R51 Schedule of Other Current Assets (Details) HTML 47K
98: R52 Schedule of Other Receivables (Details) HTML 38K
(Parenthetical)
99: R53 Schedule of Property, Plant and Equipment HTML 91K
(Details)
100: R54 Convertible Note (Details Narrative) HTML 60K
101: R55 Schedule of Information About Consolidated HTML 44K
Structured Entities (Details)
102: R56 Investments in Associated Companies (Details HTML 72K
Narrative)
103: R57 Summary of Intangible Assets Net (Details) HTML 70K
104: R58 Intangible Assets, Net (Details Narrative) HTML 46K
105: R59 Schedule of Right of Use Assets (Details) HTML 52K
106: R60 Schedule of Lease Liability (Details) HTML 52K
107: R61 Schedule of Carrying Amounts of Lease Liabilities HTML 45K
Recognized in Profit or Loss (Details)
108: R62 Leases (Details Narrative) HTML 40K
109: R63 Schedule of Other Payables (Details) HTML 50K
110: R64 Schedule of Borrowings From Related Parties HTML 46K
(Details)
111: R65 Borrowings From Related Parties (Details HTML 53K
Narrative)
112: R66 Bridge Loans and Derivative Financial Liability HTML 120K
(Details Narrative)
113: R67 Schedule of Ordinary Shares (Details) HTML 43K
114: R68 Schedule of Share Option Granted (Details) HTML 55K
115: R69 Schedule of Options to Employees Outstanding HTML 71K
(Details)
116: R70 Shareholders? Equity (Details Narrative) HTML 135K
117: R71 Schedule of Research and Development Expense HTML 60K
(Details)
118: R72 Schedule of General and Administrative Expenses HTML 58K
(Details)
119: R73 Schedule of Components of Income Tax Expense HTML 54K
(Details)
120: R74 Schedule of Components of Income Tax Expense HTML 37K
(Details) (Parenthetical)
121: R75 Taxes on Income (Details Narrative) HTML 39K
122: R76 Schedule of Loss Per Share (Details) HTML 48K
123: R77 Schedule of Key Management Personnel (Details) HTML 53K
124: R78 Schedule of Balance With Related Parties (Details) HTML 56K
125: R79 Schedule of Government Grants (Details) HTML 41K
126: R80 Government Grants (Details Narrative) HTML 40K
127: R81 Schedule of Assets and Liabilities (Details) HTML 48K
128: R82 Commitments and Contingent Liabilities (Details HTML 73K
Narrative)
129: R83 Schedule of Foreign Currency Risk (Details) HTML 52K
130: R84 Schedule of Sensitivity Analysis Profit and Other HTML 40K
Equity (Details)
131: R85 Schedule of Financial Assets and Impact of Credit HTML 49K
Exposure (Details)
132: R86 Schedule of Undiscounted Financial Liabilities HTML 67K
(Details)
133: R87 Schedule of Unobservable for Assets or Liability HTML 49K
(Details)
134: R88 Schedule of Ordinary Shares (Details) HTML 34K
(Parenthetical)
135: R89 Subsequent Events (Details Narrative) HTML 258K
138: XML IDEA XML File -- Filing Summary XML 207K
136: XML XBRL Instance -- form20-f_htm XML 3.22M
137: EXCEL IDEA Workbook of Financial Reports XLSX 218K
43: EX-101.CAL XBRL Calculations -- smx-20221231_cal XML 232K
44: EX-101.DEF XBRL Definitions -- smx-20221231_def XML 1.33M
45: EX-101.LAB XBRL Labels -- smx-20221231_lab XML 1.22M
46: EX-101.PRE XBRL Presentations -- smx-20221231_pre XML 1.33M
42: EX-101.SCH XBRL Schema -- smx-20221231 XSD 268K
139: JSON XBRL Instance as JSON Data -- MetaLinks 379± 564K
140: ZIP XBRL Zipped Folder -- 0001493152-23-014803-xbrl Zip 3.69M
Exhibit 4.56
AMENDMENT TO SENIOR SECURED PROMISSORY NOTE DUE JULY 31, 2023
FIRST AMENDMENT (“Amendment”) dated as of March 5, 2023 (the “Effective Date”) with respect to that certain Senior Secured Promissory Note due July 31, 2023 (“Secured Note” or the “Note”) (referred to as the “10% Secured Note due no later than July 31st 2023” in the Term Sheet, dated November 27, 2022 (“Term Sheet”)), and other documents related thereto (the Secured Note, Term Sheet and other documents related thereto, collectively, the “Promissory Note”), by and between Security Matters Limited (the “Maker” or the “Company”) and PMB Partners LP as a “Holder”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Promissory Note.
W I T N E S S E T H:
WHEREAS, pursuant to the Promissory Note, among other things, the Holder purchased a Note with a value of US$1,OOO,OOO (the “Note”); and
WHEREAS, Security Matters Limited and SMX (Security Matters) PLC have requested that Holder agrees to amend the maturity date of the Note, and Holder is willing to do so, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section l. Amendments to the Promissory Note.
| 1.1 | Maturity Date. The Promissory Note is hereby amended so that any payment of principal of the Note otherwise due or payable before March 31st, 2024, except for any Mandatory Prepayment under Section 1.12 below, shall be due on March 31, 2024. The amendment to all such payment dates shall be notwithstanding anything to the contrary in the name or designation of the Note and amends any document related to or referred in or contemplated by the Note (including any security granted in relations thereto) (collectively, the “Related Transaction Documents”). |
| 1.2 | Interest. Section 1.3 of the Promissory Note is deleted in its entirety and replaced with the following: |
“1.3 Interest. Interest on the outstanding principal amount of this Note shall be an interest of 10% per annum, calculated on the basis of a 360-days calendar year, payable on the Maturity Date and/or upon Mandatory Prepayment . Notwithstanding the previous sentence, in the case of an Event of Default the Interest shall be increased to 20% per annum, as of the date of occurrence of such event.”
| 1.3 | Mandatory Prepayment. The following Section 1.12 shall be added to Article 1 of the Promissory Note in the correct order: |
1.12 Mandatory Prepayment. Within five (05) days after the day the Maker or any of its subsidiaries incurs in any new indebtedness for borrowed money or issues equity to any person, the Maker shall prepay at least US$500,000 Dollars of the Note in an amount of at least thirty-five percent (35%) of the amounts received as part of such debt or equity transaction, up to the total amount of the Note (the “Mandatory Prepayment”) Notwithstanding the foregoing, in no event shall any amounts raised by the Maker or SMX pursuant to that certain Reciprocal Standby Equity Purchase Agreement, dated as of February 23, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership, and Lionheart III Corp, a company incorporated under the laws of the State of Delaware, be subject to this Section 1.12 or be subject to a Mandatory Prepayment.
| 1.4 | Application of Payments to the Holder. The following Section 1.13 shall be added to Article 1 of the Promissory Note in the correct order: |
1.13 Application of Payments to the Holder. Except as otherwise provided herein, payments received by the Holder under the Note shall be applied to amounts due to the Holder in the following order of priority: (i) first, upon occurrence and during the continuance of an event of default, to legal costs and expenses incurred by the Holder with respect to the collection or enforcement of the Note in accordance with the terms of the Note; (ii) second, to past due and unpaid interest; (iii) third, to the payment of the Fee (as further defined); and (iv) fourth, to principal of and to any other obligations then due under the Note (or any other Related Transaction Document, as applicable).
Section 2. Amendment Fees.
| 2.1 | Amendment Fees. Security Matters Limited and SMX (Security Matters) PLC hereby agree to pay to the Holder an amendment fee of up to One Hundred Thousand United States dollars (US$100,000) for the execution of this Amendment, as per the following terms and conditions (the “Fees”): |
| (a) | In the event the Maker pays under the Note at least US$500,000 on or before June 7, 2023, then the total amount of the Fees due and owing will be Forty Thousand United States dollars (US$40,000) and no more, provided that such Fee shall be paid on or before June 7, 2023; |
| (b) | In the event the Maker pays under the Note at least US$1,000,000 on or before September 7, 2023, then the total amount of the Fees due and owing will be Sixty Thousand United States dollars (US$60,000) and no more, provided that such Fee shall be paid on or before September 7, 2023; |
| (c) | In the event the Maker pays under the Note at least US$1,000,000 on or before December 7, 2023, then the total amount of the Fees due and owing will be Eighty Thousand United States dollars (US$80,000) and no more, provided that such Fee shall be paid on or before December 7, 2023; and |
| (d) | If Maker has not prepaid in full the Note (including any Interest) by December 7, 2023 or has not paid when due the Fees as mentioned in Section 2.1 (a), (b) and (c), then on March 31st, 2024 the Maker shall pay to the Holder, in the aggregate with any other Fees that may have been previously paid, One Hundred Thousand United States dollars (US$100,000) of Fees. |
Section 3. Collateral.
| 3.1 | Security Matters Limited and SMX (Security Matters) PLC hereby agree and confirms to Holder that it shall take, or cause to be taken, all actions required to maintain and to have perfected the Collateral to secure all of their obligations under the Note as amended by this Agreement by no later than March 15, 2023. |
Section 4. Continuing Effect of Note.
| 4.1 | Security Matters Limited and SMX (Security Matters) PLC each hereby ratifies, confirms, and reaffirms all and singular the terms and conditions of the Note, the Promissory Note and the Related Transaction Documents, as amended and modified hereby. |
| 4.2 | Security Matters Limited, SMX (Security Matters) PLC and Holder each hereby acknowledges and agrees that the Note and the Related Transaction Documents shall continue to be and shall remain unchanged and in full force and effect in accordance with their respective terms, except as expressly amended and modified by this Amendment. Any terms or conditions contained in this Amendment shall control over any inconsistent terms or conditions in the Promissory Note, the Note or any Related Transaction Documents. |
| 4.3 | No Novation. This Amendment evidences solely the amendment of certain specified terms and obligations of the Note and is not a novation or discharge of any of the other obligations of the Maker under the Note. There are no other understandings, express or implied, among the Maker, SMX (Security Matters) PLC and the Holder regarding the subject matter hereof or thereof. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the Effective Date.
| SECURITY MATTERS LIMITED | ||
| By: | /s/ Haggai Alon | |
| Name: | Haggai Alon | |
| Title: | Chief Executive Officer | |
| By: | /s/ Amir Bader | |
| Name: | Amir Bader | |
| Title: | Director | |
| Acknowledged and Agreed | ||
| SMX (Security Matters) PLC | ||
| By: | /s/ Doron Afik | |
| Name: | Doron Afik | |
| Title: | Attorney | |
| Holder: | ||
| PMB Partners LP. | ||
| By: | /s/ Alberto Morales | |
| Name: | Alberto Morales | |
| Title: | Legal Representative | |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/24 | None on these Dates | |||
| 12/7/23 | ||||
| 9/7/23 | ||||
| 7/31/23 | ||||
| 6/7/23 | ||||
| Filed as of: | 5/1/23 | |||
| Filed on: | 4/28/23 | |||
| 3/15/23 | ||||
| 3/5/23 | ||||
| 2/23/23 | ||||
| For Period end: | 12/31/22 | |||
| 11/27/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/23/23 SMX (Security Matters) plc F-1/A 6:6M Donnelley … Solutions/FA 3/17/23 SMX (Security Matters) plc F-1 6:6.1M Donnelley … Solutions/FA 3/13/23 SMX (Security Matters) plc 20-F 3/07/23 9:990K Donnelley … Solutions/FA 1/12/23 SMX (Security Matters) plc F-4/A 10:8.3M Donnelley … Solutions/FA 12/28/22 SMX (Security Matters) plc F-4/A 25:20M Donnelley … Solutions/FA 9/06/22 SMX (Security Matters) plc F-4 13:7.5M Donnelley … Solutions/FA 7/29/22 Lionheart III Corp. 8-K/A:9 7/26/22 17:1.9M Donnelley … Solutions/FA 11/09/21 Lionheart III Corp. 8-K:1,3,5,811/03/21 12:937K Toppan Merrill/FA 8/25/21 Lionheart III Corp. S-1/A 27:2.7M Toppan Merrill/FA |