Filed pursuant to 424(b)(3)
Registration Statement No. 333-281504
PROSPECTUS SUPPLEMENT NO. 13
(To Prospectus dated August 28, 2024)
SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance of up to 7,448 Ordinary Shares
This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus contained in our Registration Statement on Form F-1, dated August 28, 2024, as supplemented (the “Prospectus”), relating to the resale, from time to time of up to 7,448 ordinary shares of the Company, $4.70250014886352 par value per share (“Ordinary Shares”), by the selling stockholders named elsewhere in the prospectus (“Selling Stockholders”). The Ordinary Shares included in this prospectus consist of (i) 3,722 issued and outstanding Ordinary Shares held by certain of the Selling Stockholders, (ii) up to 2,673 Ordinary Shares that a Selling Stockholder may receive pursuant to the conversion of principal under a convertible promissory note in the principal amount of $800,000 held by such Selling Stockholder, and (iii) 1,021 Ordinary Shares to be issued upon the transfer back to the Company of interests in its subsidiary, True Gold Consortium Pty Ltd (“TrueGold”); and (iv) 31 Ordinary Shares underlying warrants held by a Selling Stockholder.
Specifically, this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information set forth below and contained in our Report on Form 6-K, which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 2025 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements and amendments thereto.
We may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make your investment decision.
Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed on The Nasdaq Capital Market under the symbol “SMXWW”. On February 12, 2025, the closing price of our Ordinary Shares was $3.14.
Investing in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page 19 of the Prospectus for a discussion of certain risk factors that you should consider before investing in our Ordinary Shares.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is February 13, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-41639
SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Charter)
Mespil Business Centre, Mespil House
Sussex Road, Dublin 4, Ireland
Tel: +353-1-920-1000
(Address of Principal Executive Offices) (Zip Code)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
The Annual General Meeting of Shareholders (the “General Meeting”) of SMX (Security Matters) Public Limited Company (the “Company”), originally scheduled for February 5, 2025, was adjourned to and was held on February 12, 2025. At the General Meeting, the Company’s shareholders voted on the following five proposals and cast their votes (which are based on pre-28.5:1 reverse stock split share numbers) as described below. The proposals are described in more detail in the Company’s Notice of Annual General Meeting of Shareholders attached as Exhibit 99.1 to the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on January 30, 2025.
Proposal 1: To re-elect Zeren Browne as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers herself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,803,884 | 378,725 | 66,546 |
Proposal 2: To re-elect Roger Meltzer as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers himself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,787,953 | 392,397 | 68,805 |
Proposal 3: To elect Pebble Sia Huei-Chieh as a Director for a three-year term, who retires by rotation in accordance with Regulation 157 of the constitution of the Company and, being eligible, offers herself for re-election.
| For | Against | Abstain/Withheld | ||
| 1,801,317 | 389,903 | 57,935 |
Proposal 4: To re-appoint BDO Israel as statutory auditor of the Company.
| For | Against | Abstain/Withheld | ||
| 1,796,109 | 352,576 | 100,470 |
Proposal 5: To approve and ratify the remuneration of the statutory auditor fixed by the the Company’s board of directors for the year ending 31 December 2024.
| For | Against | Abstain/Withheld | ||
| 1,846,443 | 339,538 | 63,174 |
There were 2,249,155 ordinary shares (pre-28.5:1 reverse stock split) voted at the General Meeting. Accordingly, as the Company has received a majority of the votes cast at the General Meeting, in accordance with Ireland law, Proposals 1, 2, 3, 4 and 5 each passed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 12, 2025
| SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY | ||
| By: | /s/ Haggai Alon | |
| Name: | Haggai Alon | |
| Title: | Chief Executive Officer | |
