Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Ltd Co covers the month of February 2026, specifically dated February 13, 2026. The filing announces the adoption of a Rights Agreement to implement a shareholder rights plan (poison pill) designed to protect shareholders from coercive or unfair takeover tactics.
Key Financial Metrics
The filing text does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of the new Rights Agreement. Key financial terms within the agreement include:
- Exercise Price: US$0.0001 per Right to purchase one Series A Preferred Share.
- Liquidation Preference: Aggregate of US$250 million for Preferred Shares issued upon a "Flip In" event.
- Dividend Rate: Fixed cumulative cash dividend at an annual rate of 18.5% on the liquidation preference amount.
- Redemption Price: US$0.0001 per Right if redeemed by the Board prior to an Acquiring Person emerging.
Material Changes
On January 30, 2026, the Board authorized the issuance of one preferred share purchase Right for each outstanding ordinary share. The Rights are scheduled to be issued on March 2, 2026, to shareholders of record on that date. This represents a material change in the company's capital structure and governance defenses, introducing a mechanism that imposes a significant penalty on any person or group acquiring 10% or more of outstanding Ordinary Shares without Board approval.
Guidance, Outlook, and Risks
Management Commentary: The Board adopted the Rights Agreement to discourage mergers, tender offers, or business combinations not approved by the Board. The plan is intended to render such transactions more difficult without interfering with Board-approved combinations.
Key Terms and Triggers:
- Trigger Threshold: Rights become exercisable 10 days after a person or group acquires 10% or more of outstanding Ordinary Shares (becoming an "Acquiring Person").
- Flip In: If triggered, non-Acquiring Person holders may purchase Preferred Shares with a US$250 million liquidation preference and 18.5% annual dividend.
- Flip Over: If the Company is acquired after the Distribution Date, holders may purchase shares of the acquiring company at a discount.
- Expiration: Rights expire on the earliest of the first anniversary of the agreement date, redemption, or full payment of liquidation preference and interest.
- Amendments: The Board may amend the agreement without shareholder consent, provided no Acquiring Person exists; amendments cannot adversely affect holders after an Acquiring Person emerges.
Investor Verification Checklist
- Verify the exact number of outstanding Ordinary Shares to calculate the total potential dilution and aggregate liquidation preference.
- Confirm the Record Date of March 2, 2026, for eligibility to receive the Rights.
- Review the full Rights Agreement (Exhibit 99.1) for specific definitions of "Acquiring Person" and exceptions for swaps dealers.
- Assess the impact of the 18.5% cumulative dividend obligation on future cash flows if the "Flip In" is triggered.
- Monitor for any Board announcements regarding the redemption of Rights prior to the 10% ownership threshold being breached.