Filing Overview
SMX (Security Matters) Public Limited Company filed a Form 6-K for December 2023, dated December 1, 2023. The filing addresses Nasdaq listing compliance and does not provide a comprehensive set of operating or financial results.
Business Context and Reporting Period
The company is a foreign private issuer headquartered in Dublin, Ireland. The filing reports developments relating to Nasdaq continued-listing requirements and the company’s estimated stockholders’ equity.
Key Financial and Listing Metrics
- Minimum market value of listed securities: The company had been notified that its market value of listed securities was below Nasdaq’s $50 million requirement for 33 consecutive business days.
- Stockholders’ equity requirement: Nasdaq requires at least $10 million of stockholders’ equity. The company believes it satisfies this requirement as of the filing date, based primarily on its majority ownership of True Gold Consortium Pty Ltd.
- Assets and revenue requirement: Nasdaq also cited noncompliance with a requirement for total assets and total revenue of at least $50 million for the most recently completed fiscal year or two of the three preceding fiscal years.
- Revenue, profit, cash flow, margins, debt and liquidity: The filing text does not provide clear values for these metrics.
Material Changes and Unusual Items
On October 3, 2023, wholly owned subsidiary Security Matters PTY Ltd. entered into an investment agreement with True Gold Consortium Pty Ltd. Following the acquisition of additional shares, Security Matters increased its ownership of True Gold to 51.9%, making it the majority owner. The company believes this transaction supports compliance with Nasdaq’s stockholders’ equity requirement.
The company’s equity assessment is based on estimates and information available as of December 1, 2023. Financial closing procedures were incomplete, and the estimate had not been audited, reviewed or compiled by the company’s independent registered public accounting firm. Final stockholders’ equity could differ materially from the estimate.
Guidance, Outlook, Risks and Contingencies
- The company had until December 4, 2023 to regain compliance with Nasdaq’s $50 million minimum market value of listed securities requirement.
- If compliance was not regained by that date, Nasdaq was expected to issue written notification that the company’s securities were subject to delisting.
- The company could appeal a delisting determination to a Nasdaq Listing Qualifications Panel under applicable Nasdaq procedures.
- The filing does not state whether the company ultimately regained compliance with the minimum market value requirement.
- Continued listing remained subject to uncertainty regarding market value, stockholders’ equity, and the applicable assets-and-revenue requirement.
Important Facts to Verify
- Whether SMX regained compliance with Nasdaq’s minimum market value requirement by December 4, 2023.
- Whether Nasdaq issued a delisting notice and, if so, the status and outcome of any appeal.
- The finalized, audited stockholders’ equity following completion of the company’s closing procedures.
- The accounting treatment, valuation and financial contribution of the 51.9% interest in True Gold.
- Whether the company satisfied Nasdaq’s separate $50 million total-assets and total-revenue requirement.