Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Limited Company reports on the Annual General Meeting of Shareholders held on December 1, 2025. The meeting, originally scheduled for November 24, 2025, was adjourned and subsequently held in Dublin, Ireland. The filing details the voting results for 16 proposals regarding corporate governance, capital structure, and constitutional amendments.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on shareholder voting outcomes and corporate actions rather than financial performance data.
Material Changes and Voting Results
All 16 proposals presented at the meeting were approved by the shareholders. A total of 347,442 ordinary shares were voted. Key outcomes include:
- Board and Audit: Re-election of directors Haggai Alon and Ophir Sternberg; re-appointment of BDO Israel as statutory auditor; and ratification of auditor remuneration.
- Capital Structure: Approval to cancel approximately 8 quadrillion New Deferred Ordinary Shares and diminish authorized share capital accordingly.
- Share Issuance Authority: Directors were authorized to allot shares up to the authorized but unissued capital and to disapply pre-emption rights for cash issuances, valid until November 21, 2030.
- Constitutional Amendments: Adoption of an Amended and Restated Constitution to remove references to New Deferred Ordinary Shares and grant directors broad powers to subdivide shares, adjust nominal values, convert undenominated capital, increase share capital, and cancel unissued shares.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, or contingencies beyond the successful passage of the proposed resolutions. The primary focus is the legal ratification of the new corporate constitution and capital structure adjustments.
Investor Verification Checklist
- Verify the impact of the cancellation of 7,999,999,999,999,982,413,677 New Deferred Ordinary Shares on the company's authorized capital.
- Confirm the terms of the new share issuance authority granted to directors, specifically the disapplication of pre-emption rights valid until 2030.
- Review the attached Exhibit 99.1 (Proxy Statement) for detailed descriptions of the constitutional amendments adopted.
- Monitor future filings for the implementation of the new share subdivision and nominal value adjustment powers.