Reverse stock split strategy at SMX (NASDAQ: SMX) raises liquidity and Nasdaq listing risks

Rhea-AI Filing Summary

SMX (Security Matters) PLC is warning that it has carried out numerous reverse stock splits and may implement additional reverse stock splits through the fiscal year ending December 31, 2026 or later without further shareholder approval under Irish law.

The company states that past reverse splits have reduced share liquidity, increased the number of small “odd lot” holders and, in some cases, coincided with declines in its share price. It notes that future reverse splits may again hurt liquidity and market value, and acknowledges the risk that its history of multiple reverse splits could prompt Nasdaq to issue a deficiency notice or even delist the stock, which would materially harm its ability to raise capital and the value of existing holdings.

Positive

• None.

Negative

• Heightened structural risk from repeated reverse stock splits: SMX discloses that numerous past and potential future reverse stock splits have reduced liquidity, increased odd-lot holdings, and may cause further share price declines relative to pre-split levels.
• Explicit Nasdaq listing and delisting risk: The company warns that its many prior and potential future reverse stock splits could prompt Nasdaq to issue a deficiency notice or even delist the stock, which would materially harm capital-raising ability and shareholder value.

Insights

Equity Capital Markets Analyst

SMX highlights significant risks from continued reverse stock splits and potential Nasdaq listing issues.

SMX explicitly acknowledges that it has effected numerous reverse stock splits and may conduct more through the fiscal year ending December 31, 2026 or beyond without further shareholder approval. The company links these actions to downward pressure on its share price, often tied to sales of registered shares from converting notes and warrants.

The disclosure stresses that reverse splits have reduced liquidity and increased “odd lot” holders, which can make trading more costly and difficult for small shareholders. SMX further concedes that many stocks fall in value after reverse splits and that this pattern could continue.

Importantly, the company notes that its history of multiple reverse splits, and any future ones, might lead Nasdaq to issue a deficiency notice or even delist the shares from the Nasdaq Capital Market. That outcome would likely impair access to capital and could further depress the trading price and liquidity of the Ordinary Shares.

Key Figures

Reverse split window: Through fiscal year ending December 31, 2026

1 metrics

Reverse split window Through fiscal year ending December 31, 2026 Period during which additional reverse stock splits may be effected without further shareholder approval

Key Terms

reverse stock splits, odd lots, Nasdaq Capital Market, deficiency notice, +2 more

6 terms

reverse stock splits financial

"The Company has effected numerous reverse stock splits and may effect additional reverse stock splits in the future"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

odd lots financial

"reverse stock splits have increased the number of stockholders who own odd lots (less than 100 shares) of Ordinary Shares"

Shares traded in quantities smaller than a market’s standard batch—typically fewer than 100 shares—are called odd lots. Think of buying a few cookies from a pack instead of the whole box: odd lots are smaller, individual-sized trades that can matter because they may execute less smoothly, face slightly different pricing or visibility, and signal retail-level activity to investors assessing liquidity and demand.

Nasdaq Capital Market financial

"and the requirements of 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.

deficiency notice regulatory

"may result in Nasdaq issuing a deficiency notice or even delisting the Company from the Nasdaq Capital Market"

A deficiency notice is a formal letter from a regulator, stock exchange, or securities authority saying that a company’s required filing, disclosure, or compliance item is missing, incomplete, or does not meet rules. It matters to investors because it can delay deals or financial reports, signal higher regulatory or operational risk, and reduce confidence in a company’s transparency—similar to getting a repair notice that must be fixed before normal activity can resume.

Registration Statements on Form S-8 regulatory

"incorporated by reference into the Company’s Registration Statements on Form S-8"

Registration Statements on Form F-3 regulatory

"and Form F-3 (Registration Nos.: 333-285132, 333-294606 and 333-293520)"

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 April 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 ☐

SMX (Security Matters) PLC (the “Company”) may strategically effect one or more additional reverse stock splits from time to time without further shareholder approval under Ireland law; however, there can be no assurance that the Company will so effect additional reverse stock splits or what the ratio(s) may be for any such reverse stock split(s). The Company’s decision whether or not (and when) to effect additional reverse stock splits (and at what ratio to effect such reverse stock splits) will be based on a number of factors, including market conditions, existing and anticipated trading prices for the Ordinary Shares and the requirements of the Nasdaq Capital Market. The Company has historically effected reverse stock splits when there is downward pressure on the trading price of its Ordinary Shares, typically as a result of the sale into the market of registered Ordinary Shares upon the conversion of outstanding convertible promissory notes or warrants.

General Risk Factor

The Company has effected numerous reverse stock splits and may effect additional reverse stock splits in the future, which has in the past and could in the future have the effect of decreasing the liquidity of our Ordinary Shares and further causing the Company’s stock price to decline relative to its value before the reverse stock split.

The Company reserves the right to, and may, strategically effect one or more additional reverse stock splits from time to time during the remainder of the fiscal year ending December 31, 2026 or beyond, without further shareholder approval under Ireland law; however, there can be no assurance that the Company will so effect additional reverse stock splits or what the ratio(s) may be for any such reverse stock split(s). The Company’s decision whether or not (and when) to effect additional reverse stock splits (and at what ratio to effect such reverse stock splits) will be based on a number of factors, including market conditions, existing and anticipated trading prices for the Ordinary Shares and the requirements of the Nasdaq Capital Market. The Company has historically effected reverse stock splits when there is downward pressure on the trading price of its Ordinary Shares, typically as a result of the sale into the market of registered Ordinary Shares upon the conversion of outstanding convertible promissory notes or warrants.

The liquidity of the Ordinary Shares has in the past, and may in the future, be affected adversely by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of the Ordinary Shares does not increase as a result of the reverse stock split. Although the Company believes that a higher market price of its Ordinary Shares may help generate greater or broader investor interest, the Company cannot assure you that a reverse stock split will result in a share price that will attract new investors and may instead carry the risk of dampening the overall attractiveness of the Company’s securities. In addition, the Company’s reverse stock splits have increased the number of stockholders who own odd lots (less than 100 shares) of Ordinary Shares, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Any future reverse stock split can also cause a decline in the value of the Ordinary Shares relative to its value before the reverse stock split, and the Company can make no assurance that the market price of the Company’s Ordinary Shares will remain at or above the post-split price on the commencement of trading on its effective date, as many times stocks decrease in value after a reverse stock split.

Finally, although the Company does not believe that its reverse stock splits have violated or any further reverse stock splits will violate any particular Nasdaq rules, and the Company further believes that it is in compliance with the Nasdaq listing standards, the Company can give no assurance that the Company’s numerous prior reverse stock splits and potential future reverse stock splits will not result in Nasdaq issuing a deficiency notice or even delisting the Company from the Nasdaq Capital Market, which would have a material adverse effect on our ability to raise capital, the stock price and liquidity of the Ordinary Shares, or the value of the Ordinary Shares held by the Company’s shareholders.”

This Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration Nos.: 333-288722, 333-290452 and 333-294122) and Form F-3 (Registration Nos.: 333-285132, 333-294606 and 333-293520).

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: April 7, 2026

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chairman of the Board and Chief Executive Officer

FAQ

What does SMX (SMX) disclose about future reverse stock splits?

SMX states it may strategically effect one or more additional reverse stock splits through the fiscal year ending December 31, 2026 or beyond without further shareholder approval under Irish law. Any decision will depend on market conditions, trading prices and Nasdaq Capital Market requirements.

Why has SMX (SMX) historically carried out reverse stock splits?

SMX explains it has historically effected reverse stock splits when there is downward pressure on its Ordinary Share price. This pressure typically follows sales of registered shares into the market after conversions of outstanding convertible promissory notes or warrants, prompting the company to use reverse splits as a response.

How can SMX’s reverse stock splits affect shareholder liquidity?

The company notes that reverse stock splits reduce the number of shares outstanding, which has previously hurt liquidity. They have also increased the number of shareholders owning odd lots under 100 shares, potentially raising transaction costs and making it harder for these investors to sell their holdings efficiently.

What risks does SMX (SMX) associate with its Nasdaq Capital Market listing?

SMX believes it is currently in compliance with Nasdaq listing standards but warns that numerous prior and potential future reverse stock splits could lead Nasdaq to issue a deficiency notice or even delist the stock, which would materially affect capital-raising ability, share price, and liquidity.

Does SMX expect reverse stock splits to support its share price?

SMX suggests a higher share price might broaden investor interest but cannot assure a reverse stock split will achieve this. It warns that many stocks decline in value after reverse splits, and any future split could similarly reduce the value of its Ordinary Shares compared with pre-split levels.

How is this SMX 6-K used in relation to other SEC registrations?

SMX states that this report is incorporated by reference into its existing registration statements on Forms S-8 and F-3. This means the disclosed reverse stock split risk factor becomes part of the offering documents for previously registered securities under those registration statements.