SMX Announces Effective Date of Reverse Stock Split

Rhea-AI Summary

SMX (NASDAQ:SMX) has announced a 7:1 reverse stock split effective August 7, 2025. The consolidation will reduce the company's outstanding ordinary shares from approximately 9 million to 1 million. Each seven shares with a nominal value of $0.000000000000041 will be combined into one share worth $0.000000000000287.

The reverse split follows shareholder approval on May 2, 2025, authorizing the Board to consolidate shares as needed. The company's warrants (NASDAQ:SMXWW) and other convertible securities will be proportionally adjusted. Continental Stock Transfer & Trust Company will manage the exchange process, with fractional shares being aggregated and sold at market prices.

Positive

• Board has authority to implement stock consolidation without additional shareholder approval
• Potential to meet NASDAQ minimum bid price requirements
• Reduced number of shares outstanding could attract institutional investors

Negative

• Significant share consolidation ratio of 7:1 indicates substantial price decline
• Fractional shares will be sold rather than rounded up
• No immediate fundamental business value change from the reverse split

Insights

Corporate Financial Restructuring Specialist

SMX's 7:1 reverse split reduces share count to meet Nasdaq requirements but signals potential financial distress without addressing underlying issues.

SMX's announcement of a 7:1 reverse stock split represents a significant financial engineering maneuver. The consolidation will reduce outstanding shares from approximately 9 million to 1 million, with trading on the adjusted basis beginning August 7th.

This reverse split has critical implications. While not explicitly stated, such actions typically aim to boost share price to maintain Nasdaq listing requirements, which mandate a minimum bid price of $1 per share. Companies facing delisting threats often implement reverse splits as a compliance strategy.

The mechanics are straightforward but consequential: each seven shares with a nominal value of $0.000000000000041 will combine into one share valued at $0.000000000000287. All securities, including options and warrants (SMXWW), will adjust proportionally.

Notably, the Board implemented this without specific shareholder approval for the reverse split itself. While technically legitimate due to the May 2nd constitutional amendment granting the Board consolidation authority, this governance approach reduces direct shareholder input on a significant capital structure change.

Fractional shares will be aggregated and sold at market prices, which could result in minor cash payments to affected shareholders but also effectively forces fractional liquidation.

This financial maneuver changes only the share count mathematics without addressing fundamental business performance issues, suggesting deeper operational challenges that mere financial engineering cannot resolve.

NEW YORK, NY / ACCESS Newswire / August 5, 2025 / SMX (Security Matters) Public Limited Company (NASDAQ:SMX)(NASDAQ:SMXWW) (the "Company"), today announced that the reverse stock split of the Company's ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split on August 7, 2025 under the existing ticker symbol "SMX". The new CUSIP number of the Company's ordinary shares will be G8267K174 and the new ISIN code will be IE000TB5RTG4.

On May 2, 2025, the Company's Shareholders approved a proposal to amend the Company's constitution to allow the Company's Board of Director's to consolidate and/or divide all or any of the Company's classes of shares as the Board of Directors sees fit. As such, Shareholder approval was not required to effect the reverse stock split.

The Company's Board of Directors' fixed the split ratio at 7:1, every seven (7) ordinary shares of the Company with a nominal value of $0.000000000000041 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.000000000000287 per share. This will reduce the number of outstanding ordinary shares of the Company from approximately 9 million to approximately 1 million.

Outstanding Company options, warrants and other applicable convertible securities, including the Company's warrants listed on the Nasdaq Capital Market under the symbol SMXWW which will retain its existing CUSIP number, will be proportionately adjusted in accordance with their respective terms. No fractional shares will be issued in connection with the reverse stock split. Instead, the Company will aggregate the fractional entitlements of shareholders who otherwise would be entitled to receive fractional shares because they hold a number of ordinary shares not evenly divisible by 7ordinary shares pursuant to the reverse stock split or they hold less than the number of ordinary shares which should be consolidated into one ordinary share pursuant to the reverse stock split and, to the extent possible, sell such aggregated fractional ordinary shares on the basis of prevailing market prices at such time.

Continental Stock Transfer & Trust Company is acting as exchange agent for the reverse stock split and will send instructions to any shareholders of record who hold stock certificates regarding the exchange of certificates. Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after August 8, 2025. Such beneficial holders may contact their bank, broker, or nominee for more information. Continental Stock Transfer may be reached for questions at (212) 509-4000.

-Ends-

For further information contact:

SMX GENERAL ENQUIRIES

E: info@securitymattersltd.com

About SMX

As global businesses face 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 Company's ability to regain compliance with applicable Nasdaq standards or comply with the continued listing standards of Nasdaq even if the Company regains compliance. 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; any lingering 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.

SOURCE: SMX (Security Matters)

View the original press release on ACCESS Newswire

FAQ

When will SMX's reverse stock split take effect?

SMX's reverse stock split will begin trading on an adjusted basis on August 7, 2025 under the existing ticker symbol 'SMX'.

What is the ratio of SMX's reverse stock split?

SMX announced a 7:1 reverse stock split, meaning every seven ordinary shares will be combined into one share.

How many shares will SMX have outstanding after the reverse split?

After the reverse split, SMX's outstanding ordinary shares will be reduced from approximately 9 million to 1 million shares.

What happens to fractional shares in SMX's reverse split?

Fractional shares will be aggregated and sold at prevailing market prices. Shareholders will receive cash proceeds from these sales.

Do SMX shareholders need to take any action for the reverse split?

Shareholders with book-entry shares or shares held through brokers don't need to take action. Those holding physical certificates will receive exchange instructions from Continental Stock Transfer & Trust Company.