SMX (NASDAQ: SMXWW) expands equity plan and details share issuances

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company reported that it amended its 2022 Incentive Equity Plan to increase the number of authorized ordinary shares under the plan from approximately 7.8 million to 10,945,354. Relying on home country practices permitted to foreign private issuers under Nasdaq Rule 5615(a)(3), the company approved this change without stockholder approval. Following the amendment, it granted an aggregate of 1,750,000 restricted stock units and 1,400,000 stock options to executive officers, directors, and certain consultants, employees and advisors. As of the close of market on September 9, 2025, SMX had 10,958,624 ordinary shares issued and outstanding, of which 4,909,188 were issued since August 26, 2025 pursuant to conversions of outstanding convertible promissory notes.

Positive

• None.

Negative

• Significant share dilution: total shares outstanding reached 10,958,624 by September 9, 2025, with 4,909,188 shares issued since August 26, 2025 from convertible note conversions, alongside a larger equity incentive pool and new grants.

Insights

Equity & Corporate Governance Analyst

SMX expanded its equity plan and issued many new shares, creating notable dilution risk.

SMX (Security Matters) Public Limited Company increased the share pool under its 2022 Incentive Equity Plan to 10,945,354 ordinary shares and then granted 1,750,000 restricted stock units and 1,400,000 stock options to executives, directors and other service providers. This significantly enlarges equity-based compensation capacity and adds potential future share issuance linked to these awards.

The company also disclosed that it had 10,958,624 ordinary shares outstanding as of the close of market on September 9, 2025, with 4,909,188 of those shares issued since August 26, 2025 through conversions of outstanding convertible promissory notes. That indicates a substantial recent increase in the share count driven by debt conversions. Approval of the plan amendment without stockholder approval is permitted under Nasdaq Rule 5615(a)(3) for foreign private issuers.

From an investor perspective, the combination of a larger incentive plan, sizable new RSU and option grants, and recent share issuance from note conversions points to meaningful dilution of existing holders. Future company disclosures about additional grants under the plan and any further note conversions will help clarify how the overall share count evolves.

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

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

FAQ

What change did SMX (SMXWW) make to its 2022 Incentive Equity Plan?

SMX amended its 2022 Incentive Equity Plan to increase the number of authorized ordinary shares under the plan from approximately 7.8 million to 10,945,354.

How many equity awards did SMX grant after amending the plan?

After the amendment, SMX granted an aggregate of 1,750,000 restricted stock units and 1,400,000 stock options to its executive officers, directors, and certain consultants, employees and advisors.

How many SMX ordinary shares were outstanding as of September 9, 2025?

As of the close of market on September 9, 2025, SMX had 10,958,624 ordinary shares issued and outstanding.

How many SMX shares came from recent convertible note conversions?

Of the 10,958,624 ordinary shares outstanding, 4,909,188 shares were issued since August 26, 2025 pursuant to conversions of outstanding convertible promissory notes.

Did SMX obtain stockholder approval for the equity plan amendment?

No. As a foreign private issuer, SMX relied on Nasdaq Rule 5615(a)(3) and its home country corporate governance practices to approve the amendment without stockholder approval.

What type of company is SMX for U.S. securities law purposes?

SMX (Security Matters) Public Limited Company is a foreign private issuer reporting on Form 6-K under the Securities Exchange Act of 1934.