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 February 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 ☐
On
February 5, 2026, SMX (Security Matters) Public Limited Company (the “Company”) and Target Capital 1 LLC (“Target”)
entered into a Second Amendment to Standby Equity Purchase Agreement (the “Amendment”), which amends the terms of the Company’s
Standby Equity Purchase Agreement, dated as of December 1, 2025, as amended and supplemented by that Amendment and Addendum to Standby
Equity Purchase Agreement, dated as of December 9, 2025 (the “Agreement”).
The
Amendment increased the size of the Commitment Amount under the Agreement from $100,000,000 to $250,000,000.
Through
February 5, 2026, the Company has drawn down an aggregate of approximately $8.9 million from the Commitment Amount under
the Agreement, and has issued an aggregate of 685,471 of its ordinary shares to Target as a result. The Company intends to continue
to draw down from the Commitment Amount from time to time pursuant to the terms and conditions of the Agreement, as amended by the Amendment,
and applicable law.
In
addition, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.), the placement agent for the offerings pursuant to the
Agreement, as amended by the Amendment, has agreed that it will charge the Company a cash fee equal to (a) 4% for the first $20,000,000
of aggregate gross cash proceeds that may be drawn down from the Commitment Amount, (b) 3% for the next $80,000,000 of aggregate gross
cash proceeds that may be drawn down from the Commitment Amount and (c) 2% for the last $150,000,000 of aggregate gross cash proceeds
that may be drawn down from the Commitment Amount.
The
foregoing is a brief description of the Amendment, and is qualified in its entirety by reference to the full text of such document, which
is attached hereto as Exhibits 99.1.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Second Amendment to Standby Equity Purchase Agreement |
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:
February 6, 2026
| |
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
| |
|
| |
By: |
/s/
Haggai Alon |
| |
Name: |
Haggai
Alon |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
SECOND
AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
This
Second Amendment (this “Amendment”) to that certain Standby Equity Purchase Agreement, dated as of December 1, 2025 (the
“Original Agreement”), as amended and supplemented by that certain Amendment and Addendum to Standby Equity Purchase Agreement,
dated as of December 9, 2025 (the “Prior Amendment”, and together with the Original Agreement, the “Agreement”),
is entered into as of February 5, 2026 (the “Amendment Effective Date”), by and between SMX (Security Matters) Public Limited
Company, an Irish public limited company (the “Company”), and Target Capital 1 LLC, an Arizona limited liability company
(the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
RECITALS
WHEREAS,
the Company and the Investor are parties to the Agreement, pursuant to which the Investor committed to purchase up to $100,000,000 of
the Company’s Ordinary Shares, subject to the terms and conditions set forth therein (the “Commitment Amount”);
WHEREAS,
the Company and the Investor desire to amend the Agreement to increase the Commitment Amount; and
WHEREAS,
except as expressly amended hereby, the Company and the Investor desire that the Agreement shall remain in full force and effect.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, the parties agree as follows:
1.
Amendment to Commitment Amount.
1.1
Increase of Commitment Amount. The definition of “Commitment Amount” in the Original Agreement, and each reference thereto
throughout the Agreement, is hereby amended by replacing “$100,000,000” with “$250,000,000”.
1.2 Conforming References. Any and all references to the Commitment Amount in the Agreement shall be deemed amended to reflect the Commitment
Amount of $250,000,000.
1.3
Facility Fee; No Increase. Notwithstanding anything to the contrary contained in the Agreement or any Transaction Document, the parties
hereby acknowledge and agree that (i) the Facility Fee payable under the Agreement was calculated solely based on the original Commitment
Amount of $100,000,000, (ii) the Facility Fee equal to two percent (2%) of $100,000,000 has been paid in full, and (iii) the increase
of the Commitment Amount pursuant to this Amendment shall not give rise to, and shall not be deemed to trigger, any additional Facility
Fee or any other fee of any kind.
2.
No Other Amendments.
Except
as expressly set forth in this Amendment, the Agreement (including the Prior Amendment) is not modified or amended in any respect and
shall remain in full force and effect and is hereby ratified and confirmed.
3.
Effect of Amendment.
From
and after the Amendment Effective Date, all references in the Transaction Documents to the Agreement shall be deemed to refer to the
Agreement as amended by this Amendment. In the event of any conflict between the terms of this Amendment and the terms of the Agreement
or the Prior Amendment, the terms of this Amendment shall control.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
| SMX (SECURITY MATTERS)
PUBLIC LIMITED COMPANY | |
| | | |
| By: | /s/
Haggai Alon | |
| Name: | Haggai
Alon | |
| Title: | CEO | |
| | | |
| TARGET CAPITAL 1 LLC | |
| | | |
| By: | /s/
Dmitriy Shapiro | |
| Name: | Dmitriy
Shapiro | |
| Title: | Managing
Member | |
