Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-279800
PROSPECTUS
SUPPLEMENT NO. 8
(To
Prospectus dated July 1, 2024)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance
of up to 200,000 Ordinary Shares
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus dated July 1,
2024, as supplemented (the “Prospectus”), relating to the resale, from time to time of up to 200,000 ordinary shares (post-reverse
stock split) of the Company, $0.165 par value per share (“Ordinary Shares”), by Generating Alpha, Ltd., a Saint Kitts and
Nevis company (“Alpha”). The ordinary shares included in the Prospectus consist of ordinary shares that we may, in our discretion,
elect to issue and sell to Alpha, from time to time after the three month anniversary of the date of the Prospectus, pursuant to a Stock
Purchase Agreement we entered into with Alpha on April 19, 2024 (the “SPA”), in which Alpha has committed to purchase from
us up to $30,000,000 of our ordinary shares, subject to the terms and conditions specified in the SPA.
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 December 13, 2024 (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contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement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 December 12, 2024, the closing price of our Ordinary Shares was $0.337.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
14 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 December 13, 2024
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 December 2024
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 ☐
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:
December 13, 2024
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SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY |
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By: |
/s/
Haggai Alon |
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Name: |
Haggai
Alon |
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Title: |
Chief
Executive Officer |
Exhibit
99.1
PRESS
RELEASE
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SMX
Announces Receipt of Nasdaq Listing Delinquency Notice
NEW
YORK, December 13, 2024 – SMX (Security Matters) PLC (NASDAQ:SMX; SMXWW) announces that on December 11, 2024, it received a delinquency
notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC due to the Company’s non-compliance with
Nasdaq Listing Rule 5550(a)(2), as the bid price of the Company’s ordinary shares on the Nasdaq Capital Market was below $1.00
for 30 consecutive business days, from October 8, 2024 to December 9, 2024.
Normally,
a company would be afforded a 180-calendar day period to demonstrate compliance with the Bid Price Rule. However, pursuant to Nasdaq
Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact
that the Company effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more
to one. Accordingly, unless the Company requests a hearing before a Hearings Panel, trading of the Company’s ordinary shares and
public warrants will be suspended.
The
Company intends to request a hearing before a Hearings Panel at which it will request continued listing on The Nasdaq Capital Market.
The Company’s hearing request will stay the suspension of trading and delisting of the Company’s ordinary shares and public
warrants pending the conclusion of the hearing process. Consequently, the Company’s ordinary shares and public warrants will remain
listed on The Nasdaq Capital Market at least until the Hearings Panel renders a decision following the hearing. There can be no assurance
that the Hearings Panel will determine to continue the Company’s listing on The Nasdaq Capital Market or that the Company will
timely evidence compliance with the terms of any extension that may be granted by Nasdaq following the hearing.
For
further information contact:
SMX
GENERAL ENQUIRIES |
Follow
us through our social channel @secmattersltd
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E:
info@securitymattersltd.com |
@smx.tech |
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About
SMX:
SMX
specializes in advanced marking, tracking, and verification solutions, ensuring product authenticity and supply chain transparency across
industries. As global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional
regulations and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital
platform technology to transition more successfully to a low-carbon economy
Forward-Looking
Statements
The
information in this press release includes “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intends,” “may,” “will,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this
press release may include, for example: statements regarding the Company’s plans to regain compliance with Nasdaq Rules for continued
listing; the successful completion of the planned merger transaction with Ybyra on terms beneficial to SMX or at all; successful launch
and implementation of SMX’s joint projects with manufacturers and other supply chain participants of steel, rubber and other materials;
changes in SMX’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and
plans; SMX’s ability to develop and launch new products and services, including its planned Plastic Cycle Token; SMX’s ability
to successfully and efficiently integrate future expansion plans and opportunities; SMX’s ability to grow its business in a cost-effective
manner; SMX’s product development timeline and estimated research and development costs; the implementation, market acceptance
and success of SMX’s business model; developments and projections relating to SMX’s competitors and industry; and SMX’s
approach and goals with respect to technology. These forward-looking statements are based on information available as of the date of
this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation
is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of
known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing
of the Company’s shares on Nasdaq; changes in applicable laws or regulations; any lingering effects of the COVID-19 pandemic on
SMX’s business; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional
opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which SMX operates; the
risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX’s products or services,
or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the
Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;
the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers
and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect its intellectual
property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors; and other risks
and uncertainties described in SMX’s filings from time to time with the Securities and Exchange Commission.
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