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SMX (Security Matters) Public Limited Company filed a Form 6-K announcing its Annual General Meeting of Shareholders will be held on November 24, 2025 at 10:00 a.m. (Eastern) and 3:00 p.m. (Irish) at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.
Shareholders of record as of the close of business on October 24, 2025 were sent a Notice and Proxy Statement and a proxy card. The filing furnishes these materials as exhibits: Exhibit 99.1 (Notice and Proxy Statement) and Exhibit 99.2 (Proxy Card). This is a procedural update to provide meeting details and proxy materials to eligible shareholders.
SMX (Security Matters) Public Limited Company amended its 2022 Incentive Equity Plan, increasing the number of authorized Ordinary Shares under the plan from approximately 1,004,200 to 9,114,200. Relying on Nasdaq Rule 5615(a)(3) for foreign private issuers, the company approved this amendment without stockholder approval under home country corporate governance practices.
Following the amendment, SMX granted 6,160,000 restricted stock units and 1,950,000 stock options to executive officers, directors, and certain consultants, employees, and advisors. These equity awards represent potential future share issuance under the plan if awards vest or options are exercised in accordance with their terms.
SMX (Security Matters) Public Limited Company filed a prospectus supplement for the resale of up to 22,590,361 ordinary shares by selling stockholders. These shares relate to ordinary shares the holders may receive upon partial conversion of principal under $15,000,000 convertible promissory notes, with the share count calculated using the note’s $0.332 per share floor price.
The company also reported a 10.89958:1 reverse stock split effective October 23, 2025. Following the split, the number of outstanding shares will be reduced from approximately 15.5 million to approximately 1 million. SMX’s ordinary shares trade on Nasdaq under “SMX” and its public warrants under “SMXWW”; the ordinary share closing price was $0.7801 on October 21, 2025.
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.
SMX (SMXWW) filed an S-8 registration to register securities for its employee benefit plan. The filing identifies the company as an emerging growth company and incorporates prior reports by reference, including audited consolidated financial statements by BDO Ziv Haft that include an explanatory paragraph about the company's ability to continue as a going concern. The prospectus/exhibit list references a 2022 Equity Incentive Plan and legal opinions and consents from Arthur Cox and BDO Ziv Haft. The filing lists certain officers and directors and shows current share counts and percentages for named holders and proposed option/award amounts where provided.
SMX (Security Matters) Public Limited Company filed a Form 6-K to provide an updated version of a press release originally distributed pre-market on September 17, 2025. The company explains that the new version, attached as Exhibit 99.1, was re-released to correct certain disclosures in the original press release. The report is signed on behalf of the company by Chief Executive Officer Haggai Alon.