| SUBSEQUENT EVENTS |
NOTE
26 - SUBSEQUENT EVENTS:
Since
the reporting date the following significant events have occurred:
| 1. | The fair value of the RBW December Note, amounting to
$5,751 as of December 31, 2025, was fully converted into 83,194 ordinary
shares. |
| | | |
| 2. | On
February 5, 2026, the Company and the SEPA Investor entered into a Second Amendment to Standby
Equity Purchase Agreement (the “Amendment”), which amends the terms of the Company’s
SEPA, dated as of December 1, 2025, as amended and supplemented by that Amendment and Addendum
to the SEPA, dated as of December 9, 2025 (see Note 11). |
The
Amendment increased the size of the Commitment Amount under the Agreement from $100,000
to $250,000.
As of the date of this report, the Company has drawn down $11,919
from the Commitment Amount under the SEPA, before agent fees
of $557,
and has issued an aggregate of 389,682 (post reverse splits)
of its ordinary shares to SEPA Investor as a result. The Company
intends to continue to draw down from the Commitment Amount from time to time pursuant to the terms and conditions of the SEPA, as amended
by the Amendment, and applicable law.
In
addition, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.), the placement agent for the offerings pursuant to the
SEPA, as amended by the January 30, 2026, Amendment, has agreed that it will charge the Company a cash fee equal to (a) 4% for the first
$20,000 of aggregate gross cash proceeds that may be drawn down from the Commitment Amount, (b) 3% for the next $80,000 of aggregate
gross cash proceeds that may be drawn down from the Commitment Amount and (c) 2% for the last $150,000 of aggregate gross cash proceeds
that may be drawn down from the Commitment Amount.
| 3. | On
February 17, 2026, after the balance sheet date, the Company’s Ordinary Shares began
trading on the Nasdaq Capital Market post-reverse stock split of 4.8828125:1 under the symbol
“SMX,” with a new CUSIP number of G8267K406 and the new ISIN code IE000B5COQZ5.
Approved by shareholders and Board of Directors on July 10, 2025, this reverse split consolidated
every 4.8828125 shares into one new ordinary share and was aimed at meeting Nasdaq’s
minimum bid price requirement of $1.00 per share, reducing the number of outstanding shares
from approximately 10.67 million to approximately 2.18 million. Fractional shares resulting
from the split were aggregated and sold at market prices. Additionally, the par value of
the ordinary shares will be increased from $0.00000000002502543568 to $0.00000000012219451015625
per share. The Company’s options, warrants, and convertible securities were adjusted
proportionately, and the Public Limited Company Constitution was amended to reflect these
changes. The Basic and diluted loss per share attributable to shareholders amount in these
December 31, 2025, financial statements are presented post this reverse stock split. |
| | | |
| 4. | On
January 30, 2026, the Board of Directors approved a Shareholder Rights Agreement (the “Rights
Agreement”) and authorized the issuance of one preferred share purchase right (a “Right”)
for each outstanding Ordinary Share. The Rights were issued on March 2, 2026, to shareholders
of record on that date, pursuant to the Rights Agreement dated February 13, 2026, between
the Company and Continental Stock Transfer & Trust Company. |
The
Rights are intended to protect shareholders from coercive or unfair takeover tactics by imposing penalties on any person or group that
acquires 10% or more of the Company’s Ordinary Shares without prior Board approval. Prior to a triggering event, the Rights trade
together with the Ordinary Shares. Upon a person or group becoming an “Acquiring Person,” each Right (other than those held
by the Acquiring Person) becomes exercisable to purchase one Series A Preferred Share for $0.0001, carrying a liquidation preference
of $250 million and cumulative dividends of 18.5% per annum. The Rights may also provide for the purchase of shares of an acquiring
company at a discount if the Company is acquired after the Rights become exercisable.
5.
On May 11, 2026, after the balance sheet date, the Company’s Ordinary Shares began trading on the Nasdaq Capital Market post-reverse
stock split of 20:1 under the symbol “SMX,” with a new CUSIP number of G8267K190 and the new ISIN code IE0008D7EWV5. Approved
by shareholders and Board of Directors on July 10, 2025, this reverse split consolidated every 20 shares into one new ordinary share
and was aimed at meeting Nasdaq’s minimum bid price requirement of $1.00 per share, reducing the number of outstanding shares from
approximately 12 million to approximately 614. Fractional shares resulting from the split were aggregated and sold at market prices.
Additionally, the par value of the ordinary shares will be increased from $0.00000000012219451015625 to $0.000000002443890203125
per share.
6.
On June 1, 2026, after the balance sheet date, the Company’s Ordinary Shares began trading on the Nasdaq Capital Market post-reverse
stock split of 2.285:1 under the symbol “SMX,” with a new CUSIP number of G8267K216 and the new ISIN code IE000CNLGHH1.
Approved by shareholders and Board of Directors on July 10, 2025, this reverse split consolidated every 2.285 shares into one new ordinary
share and was aimed at meeting Nasdaq’s minimum bid price requirement of $1.00 per share, reducing the number of outstanding shares
from approximately 1.5 million to approximately 650. Fractional shares resulting from the split were aggregated and sold at market prices.
Additionally, the par value of the ordinary shares will be increased from $0.000000002443890203125 to $0.00000000558603475 per
share.
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