[6-K] SMX (Security Matters) Public Ltd Co Current Report (Foreign Issuer)

Rhea-AI Filing Summary

SMX (Security Matters) plc announced a reverse stock split that will take effect for trading on the Nasdaq Capital Market on October 23, 2025 under the symbol SMX. The Board set a 10.89958‑to‑1 ratio, combining every 10.89958 ordinary shares into one share.

The reverse split will reduce outstanding ordinary shares from approximately 15.5 million to approximately 1 million. No fractional shares will be issued; fractional entitlements will be aggregated and, to the extent possible, sold at prevailing market prices.

Outstanding options, warrants, and other convertible securities will be proportionately adjusted in accordance with their terms. The company also amended its constitution to reflect the adjusted par value. Shareholders had previously approved authority for the Board to consolidate shares, so no additional approval was required to effect the split.

Insights

Equity Capital Markets Analyst

Reverse split consolidates shares 10.89958:1; trading post-split on Oct 23.

SMX is implementing a 10.89958‑to‑1 reverse stock split effective for trading on October 23, 2025. This consolidates shares and reduces the count from about 15.5 million to about 1 million, without changing proportional ownership.

All outstanding options, warrants, and convertibles are adjusted proportionately per their terms, maintaining economic equivalence on a per‑holder basis. Fractional shares are not issued; fractional entitlements will be aggregated and sold based on prevailing market prices.

This is an administrative capital action commonly used to adjust per‑share trading price and share count. Actual market impact will depend on trading dynamics after October 23, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

For the month of October 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 ☐

Upon the opening of business on October 23, 2025, 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 G8267K182 and the new ISIN code will be IE000UPDVNX9.

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 10.89958:1, every 10.89958 ordinary shares of the Company with a nominal value of $0.000000000000287 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.00000000000312817946 per share.

The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 15.5 million to approximately 1 million and will affect all outstanding ordinary shares. Every 10.89958 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 10.89958 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 October 21, 2025 titled “SMX Announces Effective Date of Reverse Stock Split.”

Exhibit Number		Description
1.1		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association
99.1		Press release dated October 21, 2025

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: October 21, 2025

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

FAQ

What reverse stock split did SMX (SMX) implement?

SMX implemented a 10.89958‑to‑1 reverse stock split, combining every 10.89958 ordinary shares into one.

When do SMX shares begin trading post-split on Nasdaq?

SMX shares begin trading on a post-split basis on October 23, 2025 under the symbol SMX.

How does the reverse split change SMX’s outstanding shares?

Outstanding ordinary shares decrease from approximately 15.5 million to approximately 1 million.

How will SMX handle fractional shares from the reverse split?

No fractional shares will be issued; fractional entitlements will be aggregated and, to the extent possible, sold at prevailing market prices.

What happens to SMX options and warrants after the split?

All outstanding options, warrants, and convertibles will be proportionately adjusted per their terms.

Did SMX need additional shareholder approval for the reverse split?

No. Shareholders previously approved authority for the Board to consolidate shares; no additional approval was required to effect the split.