SMX (SMXWW) filed an S-8 registration to register securities for its employee benefit plan. The filing identifies the company as an emerging growth company and incorporates prior reports by reference, including audited consolidated financial statements by BDO Ziv Haft that include an explanatory paragraph about the company's ability to continue as a going concern. The prospectus/exhibit list references a 2022 Equity Incentive Plan and legal opinions and consents from Arthur Cox and BDO Ziv Haft. The filing lists certain officers and directors and shows current share counts and percentages for named holders and proposed option/award amounts where provided.
SMX (Security Matters) Public Limited Company filed a Form 6-K to provide an updated version of a press release originally distributed pre-market on September 17, 2025. The company explains that the new version, attached as Exhibit 99.1, was re-released to correct certain disclosures in the original press release. The report is signed on behalf of the company by Chief Executive Officer Haggai Alon.
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.
Effective date and listing: Upon the opening of business on August 7, 2025, SMX (Security Matters) Public Limited Company ordinary shares will begin trading on the Nasdaq Capital Market on a post-reverse stock split basis under the existing symbol SMX. The Company new 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.