SMX (NASDAQ: SMX) enacts 20-for-1 reverse stock split, cutting shares to 614K

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company is implementing a 20-for-1 reverse stock split of its ordinary shares, effective for Nasdaq trading on May 11, 2026 under the existing symbol “SMX”. The company is also amending a prior report so this information is incorporated into its existing Form F-3 and Form S-8 registration statements.

The reverse split combines every 20 ordinary shares into 1 share, reducing outstanding ordinary shares from about 12 million to approximately 614,000, and adjusts the nominal value per share accordingly. All outstanding options, warrants and other convertible securities, including Nasdaq-listed warrants “SMXWW”, will be proportionately adjusted.

No fractional shares will be issued; instead, fractional entitlements will be aggregated and, where possible, sold in the market, with holders receiving cash for their portion. Continental Stock Transfer & Trust Company will act as exchange agent, while shareholders holding through brokers will see automatic adjustments in their accounts.

Key Figures

Reverse split ratio: 20-for-1 Pre-split shares outstanding: approximately 12 million shares Post-split shares outstanding: approximately 614,000 shares +5 more

8 metrics

Reverse split ratio 20-for-1 Every 20 ordinary shares combined into 1 share

Pre-split shares outstanding approximately 12 million shares Ordinary shares outstanding before reverse stock split

Post-split shares outstanding approximately 614,000 shares Ordinary shares outstanding after reverse stock split

Effective trading date May 11, 2026 Date SMX starts trading on a post-split basis on Nasdaq

Old nominal value per share $0.00000000012219451015625 Nominal value per ordinary share pre-split

New nominal value per share $0.000000002443890203125 Nominal value per ordinary share post-split

New CUSIP G8267K190 CUSIP for SMX ordinary shares after reverse split

New ISIN IE0008D7EWV5 ISIN for SMX ordinary shares after reverse split

Key Terms

reverse stock split, Form F-3, Form S-8, exchange agent, +2 more

6 terms

reverse stock split financial

"the reverse stock split of the Company’s ordinary shares will begin trading"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Form F-3 regulatory

"into the registration statements on Form F-3 (File Numbers 333-294122 and 333-293520)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"and Form S-8 (File Numbers 333-288722, 333290452 and 333-294122) of the Company"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

exchange agent financial

"Continental Stock Transfer & Trust Company is acting as exchange agent for the reverse stock split"

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

forward-looking statements regulatory

"The information in this press release includes “forward-looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Nasdaq Capital Market financial

"will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-reverse stock split basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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 May 2026

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 May 8, 2026, SMX (Security Matters) Public Limited Company’s (the “Company”) filed a Form 6-K (the “Form 6-K”) related to the reverse stock split that went effective on May 11, 2026. The Form 6-K is being amended to incorporate by reference the information set forth in the Form 6-K into the registration statements on Form F-3 (File Numbers 333-294122 and 333-293520) and Form S-8 (File Numbers 333-288722, 333290452 and 333-294122) of the Company (including any prospectuses forming a part of such registration statements).

Upon the opening of business on May 11, 2026, SMX (Security Matters) Public Limited Company’s (the “Company”) ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-reverse stock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K190 and the new ISIN code will be IE0008D7EWV5.

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 20:1, every 20 ordinary shares of the Company with a nominal value of $0.00000000012219451015625 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.000000002443890203125 per share.

The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 12 million to 614,000 and will affect all outstanding ordinary shares. Every 20 outstanding ordinary shares will be combined into and automatically become 1 post-Reverse Stock Split ordinary share. 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 20 ordinary 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.

After the Reverse Stock Split, all 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.

In connection with the Reverse Stock Split, the Company amended the Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (“Amended Constitution”) to reflect the adjustment of the par value. Attached to this report on Form 6-K (this “Report”) as Exhibit 1.1 is a copy of such Amended Constitution.

Attached to this Report as Exhibit 99.1 is a copy of the press release dated May 7, 2026 titled “SMX Announces Effective Date of Reverse Stock Split.”

The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration statements on Form F-3 (File Numbers 333-294122 and 333-293520) and Form S-8 (File Numbers 333-288722, 333290452 and 333-294122) of the Company (including any prospectuses forming a part of such registration statements), and shall be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Number		Description
1.1		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association
99.1		Press release dated May 7, 2026

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: May 11, 2026

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

Exhibit 99.1

SMX Announces Effective Date of Reverse Stock Split

NEW YORK, May 7, 2026 — SMX (Security Matters) Public Limited Company (NASDAQ: SMX; 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 May 11, 2026 under the existing ticker symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K190 and the new ISIN code will be IE0008D7EWV5.

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 20:1, every 20 ordinary shares of the Company with a nominal value of $0.00000000012219451015625 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.000000002443890203125 per share. This will reduce the number of outstanding ordinary shares of the Company from approximately 12 million to approximately 614,000.

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 20 ordinary 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 May 12, 2026. 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.

FAQ

What reverse stock split did SMX (SMX) approve and when is it effective?

SMX approved a 20-for-1 reverse stock split of its ordinary shares, effective for trading on May 11, 2026. Every 20 existing shares will be combined into one new share, with trading continuing on Nasdaq under the SMX ticker.

How does SMX’s 20-for-1 reverse stock split affect outstanding shares?

The 20-for-1 reverse stock split will reduce SMX’s outstanding ordinary shares from about 12 million to approximately 614,000. This consolidation changes the share count but keeps each shareholder’s overall proportional ownership in the company essentially the same.

What happens to SMX (SMX) options, warrants and convertible securities after the split?

All outstanding SMX options, warrants and other applicable convertible securities, including Nasdaq-listed warrants SMXWW, will be proportionately adjusted. Exercise prices and quantities will be modified according to existing terms so that the economic value of these instruments aligns with the 20-for-1 share consolidation.

How will SMX (SMX) handle fractional shares created by the reverse split?

SMX will not issue fractional shares from the reverse split. Instead, it will aggregate fractional entitlements and, where possible, sell the combined fractional shares at prevailing market prices, then distribute the resulting cash proceeds to affected shareholders based on their fractional interests.

Do SMX (SMX) shareholders need to take action for the reverse stock split?

Shareholders holding SMX shares in book-entry form or through a bank, broker, or nominee generally do not need to act. Continental Stock Transfer & Trust Company, the exchange agent, will coordinate certificate exchanges and account adjustments, with changes reflected on or after May 12, 2026.

Why did SMX (SMX) not require new shareholder approval for the reverse split?

On May 2, 2025, SMX shareholders approved a constitutional amendment allowing the Board to consolidate or divide any share class as it sees fit. Because of this prior authorization, the Board could set the 20-for-1 reverse stock split ratio without seeking additional shareholder approval.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.5 KB

Other Documents

• EX-1.1 EX-1.1 806.4 KB