Business Context and Reporting Period
This Form 6-K filing by SMX (Security Matters) Public Limited Company covers the month of September 2025, with the report signed on September 10, 2025. The Company is a Foreign Private Issuer headquartered in Dublin, Ireland, and files annual reports under Form 20-F.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance actions and capital structure changes rather than operational financial performance.
Material Changes
- Equity Plan Amendment: The Company amended its 2022 Incentive Equity Plan, increasing authorized Ordinary Shares from approximately 7.8 million to 10,945,354. This was approved without stockholder approval under Nasdaq Rule 5615(a)(3).
- Equity Grants: Following the amendment, the Company granted 1,750,000 restricted stock units and 1,400,000 stock options to executive officers, directors, consultants, employees, and advisors.
- Share Issuance: As of September 9, 2025, total issued and outstanding ordinary shares stood at 10,958,624. Notably, 4,909,188 shares were issued since August 26, 2025, resulting from the conversion of outstanding convertible promissory notes.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. No specific risks, contingencies, or unusual items were disclosed in this report.
Investor Verification Checklist
- Verify the dilution impact of the 4,909,188 shares issued via convertible note conversions since late August 2025.
- Confirm the total number of shares now reserved for future issuance under the amended Incentive Plan (10,945,354 authorized).
- Review the terms of the 3,150,000 total equity awards (RSUs and options) granted to insiders and advisors to assess potential future dilution.
- Check subsequent filings for the financial impact of the convertible note conversions on the Company's balance sheet.