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 ☐
Upon
the opening of business on February 17, 2026, 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 G8267K 406 and the new ISIN code will be IE000B5COQZ5.
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 4.8828125:1, every 4.8828125 ordinary shares of the Company with a
nominal value of $0.00000000002502543568 per share will be automatically combined into one (1) ordinary share with a nominal value of
$0.00000000012219451015625 per share.
The
Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 10 million to 2 million and will affect
all outstanding ordinary shares. Every 4.8828125 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 4.8828125 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 November 14, 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 February 12, 2026 |
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 12, 2026
| |
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
| |
|
| |
By: |
/s/
Haggai Alon |
| |
Name: |
Haggai
Alon |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
SMX
Announces Effective Date of Reverse Stock Split
NEW
YORK, February 12, 2026 — SMX (Security Matters) Public Limited Company (NASDAQ: SMX; SMXWW) (the “Company”), today
announced that the reverse stock split of the Company’s ordinary shares will begin trading on an adjusted basis giving effect to
the reverse stock split on February 17, 2026 under the existing ticker symbol “SMX”. The new CUSIP number of the Company’s
ordinary shares will be G8267K406 and the new ISIN code will be IE000B5COQZ5.
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 4.8828125:1, every 4.8828125 ordinary shares of the Company with a
nominal value of $0.00000000002502543568 per share will be automatically combined into one (1) ordinary share with a nominal value of
$0.00000000012219451015625 per share. This will reduce the number of outstanding ordinary shares of the Company from approximately 10
million to approximately 2 million.
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. 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 4.8828125 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.
Continental
Stock Transfer & Trust Company is acting as exchange agent for the reverse stock split and will send instructions to any shareholders
of record who hold stock certificates regarding the exchange of certificates. Shareholders with shares held in book-entry form or through
a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in
their accounts on or after February 18, 2026. Such beneficial holders may contact their bank, broker, or nominee for more information.
Continental Stock Transfer may be reached for questions at (212) 509-4000.
—Ends—
For
further information contact:
SMX
GENERAL ENQUIRIES
E:
info@securitymattersltd.com
About
SMX
As
global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional regulations
and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital platform technology
to transition more successfully to a low-carbon economy.
Forward-Looking
Statements
The
information in this press release includes “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions,
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intends,” “may,” “will,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this
press release may include, for example, the Company’s ability to regain compliance with applicable Nasdaq standards or comply with
the continued listing standards of Nasdaq even if the Company regains compliance. These forward-looking statements are based on information
available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent
date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were
made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability
to maintain the listing of the Company’s shares on Nasdaq; changes in applicable laws or regulations; any lingering effects of
the COVID-19 pandemic on SMX’s business; the ability to implement business plans, forecasts, and other expectations, and identify
and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in
which SMX operates; the risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX’s
products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability;
the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable
terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party
suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect
its intellectual property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors;
and other risks and uncertainties described in SMX’s filings from time to time with the Securities and Exchange Commission.
