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 September 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 ☐
SMX
(Security Matters) Public Limited Company (the “Company”) further amended its 2022 Incentive Equity Plan, as amended (the
“Incentive Plan”), to increase the number of authorized Ordinary Shares under the Incentive Plan from approximately 7.8 million
to 10,945,354 (the “Amendment”). As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country
corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the
Company so elected to approve the Amendment without stockholder approval. Thereafter, the Company granted an aggregate of 1,750,000 restricted
stock units and 1,400,000 stock options to its executive officers and directors, and to certain consultants, employees and advisors to
the Company.
As
of the close of market on September 9, 2025, the Company had 10,958,624 ordinary shares, par value $0.000000000000287, issued and outstanding.
Of such shares, 4,909,188 were issued since August 26, 2025, pursuant to conversions of outstanding convertible promissory notes of the
Company.
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:
September 10, 2025
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SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
| |
|
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By: |
/s/
Haggai Alon |
| |
Name: |
Haggai
Alon |
| |
Title: |
Chief
Executive Officer |
