6-K - SMX (Security Matters) Public Limited Company | StockGist

AI Analysis

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SMX (Security Matters) PLC entered into a Rights Agreement with Continental Stock Transfer & Trust Company as Rights Agent, authorizing the issuance of one preferred share purchase right for each ordinary share outstanding on the Record Date, each right representing the right to purchase one preferred share. This agreement establishes a shareholder rights plan designed to protect against potential coercive takeover tactics.

Key Takeaways

1SMX entered into a Rights Agreement dated February 13, 2026 with Continental Stock Transfer & Trust Company as Rights Agent.

2The agreement authorizes issuance of one preferred share purchase right for each ordinary share outstanding on the Record Date (10 business days after February 13, 2026).

3Each right represents the right to purchase one preferred share of the company.

4An 'Acquiring Person' is defined as any person who beneficially owns 10% or more of ordinary shares outstanding after December 1, 2025, with certain exceptions.

5The Board of Directors may determine that a person who would otherwise be an Acquiring Person became one inadvertently and without intention of changing control, and such person may divest shares to avoid being deemed an Acquiring Person.

6The agreement includes provisions for adjustment of purchase price, number of shares, or number of rights, and contains redemption provisions.

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

Transaction Details

Material Agreement

Agreement: Rights Agreement
Parties: SMX (Security Matters) PLC, Continental Stock Transfer & Trust Company

•Issuance of one preferred share purchase right for each ordinary share outstanding on Record Date
•Each right represents right to purchase one preferred share
•Record Date is 10 business days after February 13, 2026
•Acquiring Person defined as beneficial owner of 10% or more of ordinary shares after December 1, 2025
•Board may determine Acquiring Person status was inadvertent
•Rights Agent appointed to administer agreement

Exhibits (2)

6-K

99.1

EX-99.1