Reverse split to cut SMX (NASDAQ: SMX) ordinary share count to 650,000

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company is implementing a reverse stock split of its ordinary shares at a 2.285-for-1 ratio. Every 2.285 existing shares will be combined into one new share, effective when trading begins on a post-split basis on June 1, 2026 on the Nasdaq Capital Market under the symbol “SMX”.

The reverse split will reduce the number of outstanding ordinary shares from approximately 1.5 million to approximately 650,000, and all outstanding options, warrants and other convertible securities, including Nasdaq-listed warrants “SMXWW”, will be adjusted proportionately. No fractional shares will be issued; instead, aggregated fractional entitlements will be sold at prevailing market prices. The company also amended its constitution to reflect the new par value per share.

Key Figures

Reverse split ratio: 2.285-for-1 Shares outstanding before split: approximately 1.5 million shares Shares outstanding after split: approximately 650,000 shares +5 more

8 metrics

Reverse split ratio 2.285-for-1 Every 2.285 ordinary shares combined into one post-split share

Shares outstanding before split approximately 1.5 million shares Ordinary shares outstanding pre–reverse stock split

Shares outstanding after split approximately 650,000 shares Ordinary shares outstanding post–reverse stock split

Old nominal value per share $0.000000002443890203125 Nominal value of each ordinary share before reverse split

New nominal value per share $0.00000000558603475 Nominal value of each ordinary share after reverse split

Effective trading date June 1, 2026 Date SMX shares begin trading on a post-split basis on Nasdaq

New CUSIP G8267K216 CUSIP number for SMX ordinary shares after the reverse split

New ISIN IE000CNLGHH1 ISIN code for SMX ordinary shares after the reverse split

Key Terms

reverse stock split, Nasdaq Capital Market, CUSIP, ISIN code, +2 more

6 terms

reverse stock split financial

"announced that the reverse stock split of the Company’s ordinary shares will begin trading"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Nasdaq Capital Market financial

"ordinary shares will begin trading on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

CUSIP financial

"The new CUSIP number of the Company’s ordinary shares will be G8267K216"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

ISIN code financial

"the new ISIN code will be IE000CNLGHH1"

An ISIN code is a unique identifier for a specific financial asset, like a stock or bond, similar to a product's barcode. It helps investors, traders, and banks quickly and accurately find and track that asset across different markets worldwide. This makes buying, selling, and managing investments more organized and reliable.

par value financial

"to reflect the adjustment of the par value"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Form 6-K regulatory

"Attached to this report on Form 6-K as Exhibit 1.1"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 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 June 1, 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 G8267K216 and the new ISIN code will be IE000CNLGHH1.

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 2.285:1, every 2.285 ordinary shares of the Company with a nominal value $0.000000002443890203125 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.00000000558603475 per share.

The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 1.5 million to 650,000 and will affect all outstanding ordinary shares. Every 2.285 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 2.285 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 May 27, 2026 titled “SMX Announces Effective Date of Reverse Stock Split.”

The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration statements on Form F-3 (File Numbers 333-294122 and 333-293520) and Form S-8 (File Numbers 333-288722, 333290452 and 333-294122) of the Company (including any prospectuses forming a part of such registration statements), and shall be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Number		Description
1.1		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association
99.1		Press release dated May 27, 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: May 27, 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, May 27, 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 June 1, 2026 under the existing ticker symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K216 and the new ISIN code will be IE000CNLGHH1.

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 2.285:1, every 2.285 ordinary shares of the Company with a nominal value $0.000000002443890203125 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.00000000558603475 per share. This will reduce the number of outstanding ordinary shares of the Company from approximately 1.5 million to approximately 650,000.

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 2.285 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 June 2, 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.

FAQ

What reverse stock split did SMX (SMX) approve and when is it effective?

SMX approved a 2.285-for-1 reverse stock split of its ordinary shares. Trading on an adjusted, post-split basis on the Nasdaq Capital Market is scheduled to begin on June 1, 2026 under the existing ticker symbol “SMX”.

How will SMX’s reverse stock split change the number of shares outstanding?

The reverse stock split will reduce SMX’s outstanding ordinary shares from approximately 1.5 million to approximately 650,000. Every 2.285 existing ordinary shares will be automatically combined into one new ordinary share with a higher nominal value per share.

How will SMX handle fractional shares from the reverse stock split?

SMX will not issue fractional shares in the reverse stock split. Instead, it will aggregate fractional entitlements from shareholders whose holdings are not evenly divisible by 2.285 and, to the extent possible, sell these aggregated shares based on prevailing market prices at that time.

What happens to SMX options, warrants, and other convertible securities after the reverse split?

All outstanding SMX options, warrants, and other applicable convertible securities will be proportionately adjusted in line with the 2.285-for-1 ratio. The company’s Nasdaq-listed warrants under the symbol “SMXWW” will retain their existing CUSIP number but will reflect appropriately adjusted terms.

Do SMX shareholders need to take action for the reverse stock split?

Shareholders holding shares in book-entry form or through a bank, broker, or nominee do not need to act; account balances will update automatically. Shareholders with physical certificates will receive exchange instructions from Continental Stock Transfer & Trust Company, the appointed exchange agent.

Why did SMX’s board not need new shareholder approval for the reverse split?

On May 2, 2025, shareholders approved an amendment to SMX’s constitution allowing the board to consolidate or divide any class of shares as it sees fit. Because of this prior authorization, additional shareholder approval was not required to implement the current reverse stock split.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.5 KB

Other Documents

• EX-1.1 EX-1.1 816.5 KB