SMX (SMX) clarifies reverse splits and amends 2024 and 1H 2025 figures

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company is amending a recent report to fine-tune how its recent reverse stock splits are reflected in its financial statements and to fix a presentation error in its loss per share figures. The company clarifies that its unaudited interim financial statements for the six months ended June 30, 2025 are updated only for the 1:10.89958 and 1:8 reverse stock splits, which became effective on October 23, 2025 and November 18, 2025. SMX is also revising Exhibit 99.1 so that basic and diluted loss per share are no longer shown as if they were "in thousands." The company states that there are no other changes to the information previously provided.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-41639

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

Mespil Business Centre, Mespil House

Sussex Road, Dublin 4, Ireland

Tel: +353-1-920-1000

(Address of Principal Executive Offices) (Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

On December 15, 2025, SMX (Security Matters) Public Limited Company (the “Company”) filed a Report on Form 6-K (the “Original 6-K”) to update (a) the audited consolidated financial statements and related notes of the Company as of and for the fiscal year ended December 31, 2024 included in the Company’s Form 20-F, as amended, filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2025, to reflect the subsequent 1:7, 1:10.89958 and 1:8 reverse stock splits, which went effective on August 7, 2025, October 23, 2025, and November 18, 2025, respectively, and (b) the unaudited interim condensed consolidated financial statements and related notes of the Company as of and for the six months ended June 30, 2025 (the “Unaudited Financial Statements”), included in the Company’s Report on Form 6-K filed with the SEC on August 29, 2025, to reflect the subsequent 1:7, 1:10.89958 and 1:8 reverse stock splits, which went effective on August 7, 2025, October 23, 2025, and November 18, 2025, respectively.

This Amendment No. 1 to Form 6-K is being filed to (a) clarify that the Unaudited Financial Statements are being updated to reflect the 1:10.89958 and 1:8 reverse stock splits only, which went effective on October 23, 2025 and November 18, 2025, respectively, and (b) amend Exhibit 99.1 to the Original 6-K to correct the basic and diluted loss per share disclosure to the Unaudited Financial Statements which inadvertently reflected such disclosure “in thousands”. There are no other modifications or updates to any of the information made in the Original 6-K.

Exhibit No.		Description
99.1		Consolidated Audited Financial Statements as of December 31, 2024 and Unaudited Financial Statements as of June 30, 2025
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 16, 2025

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chief Executive Officer

FAQ

What does SMX's latest 6-K/A amendment change?

The amendment by SMX (Security Matters) Public Limited Company adjusts how recent reverse stock splits are reflected in its financial statements and corrects a presentation error in basic and diluted loss per share that had been shown "in thousands."

Which reverse stock splits are reflected in SMX's updated unaudited financial statements?

The unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 are updated to reflect only the 1:10.89958 and 1:8 reverse stock splits, effective October 23, 2025 and November 18, 2025.

How are SMX's 2024 audited financial statements affected by this amendment?

The amendment includes updated audited consolidated financial statements as of and for the year ended December 31, 2024 that reflect the company’s reverse stock splits, as presented in Exhibit 99.1 to the amended report.

What specific correction did SMX make to its loss per share disclosure?

SMX amended Exhibit 99.1 so that the basic and diluted loss per share disclosure to the unaudited interim financial statements no longer inadvertently presents the figures as being "in thousands."

Does this SMX 6-K/A amendment change any other information from the original report?

No. The company states that aside from clarifying which reverse stock splits apply to the unaudited financials and correcting the loss per share presentation, there are no other modifications or updates to the information in the original report.

Which financial statements are included in SMX's amended Exhibit 99.1?

The amended Exhibit 99.1 includes consolidated audited financial statements as of December 31, 2024 and unaudited financial statements as of June 30, 2025, together with related XBRL data files listed in the exhibit table.