[6-K] SMX (Security Matters) Public Limited Company Warrant Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Effective date and listing: Upon the opening of business on August 7, 2025, SMX (Security Matters) Public Limited Companyordinary shares will begin trading on the Nasdaq Capital Market on a post-reverse stock split basis under the existing symbol SMX. The Companynew CUSIP is G8267K2174 and the new ISIN is IE000TB5RTG4.

Reverse stock split details: The Board effected a 7:1 reverse stock split pursuant to a May 2, 2025 constitutional amendment, combining every seven ordinary shares into one. Outstanding shares will be reduced from approximately 9 million to approximately 1 million. No fractional shares will be issued; fractional entitlements will be aggregated and, where possible, sold at prevailing market prices. All outstanding options, warrants and convertible securities will be proportionately adjusted; warrants listed under symbol SMXWW will retain their existing CUSIP. The Amended Constitution is filed as Exhibit 1.1 and a press release dated August 5, 2025 is filed as Exhibit 99.1.

Positive

• Nasdaq trading confirmed to commence on August 7, 2025 on a post-split basis under ticker SMX
• Share count reduced from approximately 9 million to approximately 1 million via a 7:1 reverse split
• New CUSIP and ISIN assigned: G8267K2174 and IE000TB5RTG4
• Derivatives adjusted proportionately; warrants listed as SMXWW retain existing CUSIP

Negative

• None.

Insights

Financial Analyst

TL;DR: Administrative corporate action: 7:1 reverse split effective Aug 7, 2025 reduces share count and updates CUSIP/ISIN; derivatives adjusted.

The filing documents a board-authorized 7:1 reverse stock split effective at market open on August 7, 2025, reducing outstanding ordinary shares from ~9 million to ~1 million. The Company provides the new CUSIP G8267K2174 and ISIN IE000TB5RTG4 and confirms Nasdaq trading will commence post-split under ticker SMX. Fractional entitlements will be aggregated and sold where possible. The filing also notes proportionate adjustments to options, warrants and convertibles and retains the existing CUSIP for warrants listed as SMXWW. This is a procedural capital-structure action with direct operational effects on share count and security identifiers.

Corporate Governance Expert

TL;DR: Constitution amended May 2, 2025 enables the board to consolidate shares; reverse split executed without further shareholder vote.

The report cites a May 2, 2025 shareholder-approved amendment permitting the board to consolidate or divide share classes, which the board relied upon to effect the reverse split without additional shareholder approval. The Company filed the Amended Constitution as Exhibit 1.1 and a press release as Exhibit 99.1. The filing explicitly addresses fractional-share handling and proportional adjustment mechanics for convertible instruments, which are customary governance steps following a consolidation. The disclosure is focused and limited to corporate-authority and mechanics; it does not provide forward-looking commentary or financial performance data.

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 August 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 August 7, 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 G8267K2174 and the new ISIN code will be IE000TB5RTG4.

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 7:1, every seven (7) ordinary shares of the Company with a nominal value of $0.000000000000041 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.000000000000287 per share.

The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 9 million to approximately 1 million and will affect all outstanding ordinary shares. Every 7 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 7 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 August 5, 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 August 5, 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: August 5, 2025

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

FAQ

When will SMX ordinary shares begin trading on Nasdaq after the reverse split?

Shares will begin trading on the Nasdaq Capital Market upon the opening of business on August 7, 2025 on a post-reverse split basis under the symbol SMX.

What is the reverse stock split ratio for SMX?

The Board fixed the reverse stock split ratio at 7:1, combining every seven ordinary shares into one ordinary share.

How many shares will be outstanding after the SMX reverse split?

Outstanding ordinary shares will be reduced from approximately 9 million to approximately 1 million.

What happens to fractional shares after SMXreverse split?

No fractional shares will be issued; the Company will aggregate fractional entitlements and, to the extent possible, sell such aggregated fractional ordinary shares at prevailing market prices.

Will SMX warrants and other convertibles be adjusted?

Yes. All outstanding options, warrants and other convertible securities will be proportionately adjusted in accordance with their terms; warrants listed under SMXWW will retain their existing CUSIP.

Where can I find the amended constitutional document and press release?

The Amended Constitution is filed as Exhibit 1.1 to this Form 6-K and the press release dated August 5, 2025 is filed as Exhibit 99.1.