SHAREHOLDERS’ EQUITY | NOTE 6 - SHAREHOLDERS’ EQUITY A. Share capital: SCHEDULE OF SHARE CAPITAL Number of shares June 30, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary shares 800,000,000,000 38,364,447 500,000,000 1 Ordinary shares 0.0001 800,000,000,000 38,364,447 500,000,000 1 Preferred shares 0.0001 200,000,000,000 - - - Deferred shares 1 25,000 25,000 25,000 25,000 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have a par value per share of $0.0001 (before the reverse split) and par value per share of $0.0022 (post reverse split) and the Company does not have a limited amount of authorised capital. Preferred shares preferred shares with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Deferred shares Deferred Ordinary Shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting. The Deferred Shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the Deferred Shares after repayment of the nominal value of the Ordinary Shares. Changes in Share capital A. On March 7, 2023 (the “Closing Date”), the Company consummated the Business Combination pursuant the BCA, dated July 26, 2022, and also consummated the SID, dated July 26, 2022. Beginning on the day immediately prior to the Closing Date and ending on the day immediately after the Closing Date, the following transactions occurred: 1. The AUD 828,240 1,000,000 2. Security Matters PTY Ltd. performed acceleration of vesting for all unvested warrants and options, the expense for the acceleration amounted to $ 186 3. 32,211,716 24,568,773 4. 18,673,253 193,500,379 1 10.3624 5. The Company issued 3,525,000 2,200,000 6,250,000 11.5 0.0204 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands except share and per share data) NOTE 6 – SHAREHOLDERS’ EQUITY (CONT.) 6. The Company issued 303,053 3,110 7. The Company issued 872,418 1,350 200,000 5 5 years 11.5 B. In May and June 2023, the Company issued 675,168 450 C. In June 2023, the Company raised capital as part of issuance of a unit of financial instruments in consideration of an aggregate of $ 2,580 13,333,333 15,333,332 15,333,332 D. After the balance sheet date, on August 21, 2023, the Company’s ordinary shares began trading on the Nasdaq Global Market on a post-Reverse Stock Split basis, after consolidating every twenty-two ordinary shares of the Company into one ordinary share (see also Note 9.1). Incentive Equity Plan In April 25, 2023, the Company’s board of directors and its shareholders approved and adopted the SMX Public Limited Company 2022 Incentive Equity Plan, which was subsequently amended the Company’s board of directors, subject to applicable Nasdaq requirements, which reserved for grant a number of ordinary shares equal to 15 5,082,417 1. During the six-month period ended June 30, 2023, the Company granted 4,334,000 1 1.09 1,738 RSUs granted to employees, directors and service providers: SCHEDULE OF RESTRICTED SHARES UNITS GRANTED Six months period ended June 30, 2023 (in thousands) Six months period ended June 30, 2022 Outstanding at beginning of period - - Granted 4,334 - Vested (945 ) - Outstanding at June 30, 2023 3,389 - 2. During the six-month period ended June 30, 2023, the Company granted 790,408 1.04 4.0 vesting period up to 4 years from the grant date, contractual life of the options under the plan is 5 years. 185. 168 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands except share and per share data) NOTE 6 - SHAREHOLDERS’ EQUITY (CONT.) Options granted to employees and service providers: SCHEDULE OF SHARE OPTION GRANTED Six months period ended June 30, 2023 Number of options (in thousands) Weighted average exercise price per share (US$) Outstanding at beginning of period 1,251 2.01 Granted 790 3.47 Exercised (7 ) 1.39 Expired - - Outstanding at June 30, 2023 2,034 2.58 Exercisable options at June 30, 2023 1,825 2.48 Six months period ended June 30, 2022 Number of options (in thousands) Weighted average exercise price per share (US$) Outstanding at beginning of period 3,346 2.02 Granted 989 2.86 Exercised - - Expired (375 ) 2.16 Outstanding at June 30, 2022 3,960 2.21 Exercisable options at June 30, 2022 2,703 2.33 The options to employees and service providers outstanding as of June 30, 2023, are comprised, as follows: SCHEDULE OF OPTIONS TO EMPLOYEES AND SERVICE PROVIDERS OUTSTANDING Exercise price (US$) Outstanding as of June 30, 2023 (in thousands) Weighted average remaining contractual term Exercisable as of June 30, 2023 (in thousands) Weighted average remaining contractual term (years) (years) 0.84 1.39 845 1.18 845 1.18 1.81 2.51 335 2.59 335 2.59 3.57 4.0 707 4.89 498 4.86 4.18 10 1.74 10 1.74 4.87 137 3.51 137 3.51 2,034 1,825 SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US$ in thousands except share and per share data) |