Business Context and Reporting Period
SMX (Security Matters) Public Limited Company filed a Form 6-K for July 2023, signed July 21, 2023. The filing reports a Nasdaq continued-listing deficiency related to the minimum bid price of the Company’s ordinary shares.
Financial and Liquidity Information
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other financial performance metrics.
Material Changes and Listing Status
- On July 20, 2023, Nasdaq notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because its ordinary share bid price was below $1.00 for 30 consecutive business days, from June 6 through July 19, 2023.
- The Company has until January 16, 2024, to regain compliance. Compliance generally requires a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
- The Company has called an extraordinary general meeting for August 1, 2023, to seek approval for a 22-for-1 reverse stock split.
- The Company expects the reverse stock split could restore compliance, but shareholder approval is not assured and compliance after the split is not guaranteed.
Outlook, Risks, and Contingencies
- If the Company does not regain compliance by January 16, 2024, it may qualify for an additional 180-day compliance period if it satisfies applicable Nasdaq Capital Market requirements and provides notice of its intent to cure the deficiency, potentially through a reverse stock split.
- If Nasdaq determines that the Company is ineligible for additional time or unlikely to cure the deficiency, its securities may be subject to delisting. The Company could appeal a delisting determination to a Nasdaq Listing Qualifications Panel, but success is not assured.
- The Company states that it may not regain compliance or satisfy other Nasdaq listing requirements.
- The filing contains forward-looking statements regarding the expected effect of the reverse stock split and potential compliance outcomes. These statements are subject to risks described in the Company’s Form 20-F filed May 1, 2023.
Key Facts for Investors to Verify
- Whether shareholders approved the proposed 22-for-1 reverse stock split at the August 1, 2023 meeting.
- Whether the reverse stock split was implemented and whether the share price subsequently met Nasdaq’s minimum bid price requirement.
- Whether Nasdaq granted additional compliance time or issued a delisting determination after January 16, 2024.
- Whether the Company remained compliant with all other Nasdaq listing requirements.