[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 at an 8:1 ratio, effective upon the opening of business on November 18, 2025. The company’s ordinary shares will begin trading on the Nasdaq Capital Market on a post-split basis under the symbol SMX, with a new CUSIP G8267K 307 and ISIN IE000UPDVNX9.

The split consolidates every eight ordinary shares into one, reducing outstanding shares from 8,404,581 to 1,050,572. No fractional shares will be issued; fractional entitlements will be aggregated and, to the extent possible, sold at prevailing market prices. Company options, warrants, and other convertible securities, including SMXWW, will be proportionately adjusted, with SMXWW retaining its existing CUSIP. The Board set the ratio under authority granted by shareholders on May 2, 2025, and the company amended its constitution to reflect the new par value.

Insights

Capital Markets Counsel

Administrative 8:1 reverse split; trading post-split begins Nov 18, 2025.

The company is effecting an 8-for-1 reverse split, consolidating every eight ordinary shares into one. Outstanding shares decrease from 8,404,581 to 1,050,572. This action is a corporate recapitalization step and does not itself raise capital.

Fractional shares will not be issued; instead, fractional entitlements are aggregated and, to the extent possible, sold at prevailing market prices. Listed warrants (SMXWW) and other convertibles will be proportionately adjusted according to their terms, preserving economic equivalence on a per-holder basis.

Shares trade on a post-split basis on November 18, 2025 under SMX, with new CUSIP and ISIN. The board acted under shareholder-authorized powers from May 2, 2025. Actual market impact will depend on trading after the effective date.

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 November 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 November 18, 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 G8267K 307 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 8:1, every eight (8) ordinary shares of the Company with a nominal value of $0.00000000000312817946 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.00000000002502543568 per share.

The Reverse Stock Split will reduce the number of outstanding shares of the Company from 8,404,581 to 1,050,572 and will affect all outstanding ordinary shares. Every 8 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 8 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 November 14, 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 November 14, 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: November 14, 2025

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

FAQ

What reverse split did SMX (SMX) implement?

SMX implemented an 8:1 reverse stock split, combining every eight ordinary shares into one.

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

Trading on a post-split basis begins on November 18, 2025 under the symbol SMX.

How did the reverse split change SMX's outstanding shares?

Outstanding ordinary shares were reduced from 8,404,581 to 1,050,572.

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 warrants (SMXWW) after the split?

Warrants and other convertibles will be proportionately adjusted; SMXWW retains its existing CUSIP.

Did SMX require shareholder approval for the reverse split?

Specific approval was not required; shareholders on May 2, 2025 authorized the board to consolidate or divide shares.

What are the new identifiers for SMX ordinary shares?

New CUSIP: G8267K 307; new ISIN: IE000UPDVNX9.