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

AI Analysis

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SMX (Security Matters) Plc disclosed execution version agreements dated 6 March 2026 with directors Ophir Sternberg, Roger Meltzer, and Thomas Hawkins for their resignations effective upon satisfaction of specified Release Conditions, including board approvals, Form S-8 effectiveness, and payments totaling US$550,000 as director fees. The agreements include mutual releases of claims, share sale facilitation, voting proxies to Mr Haggai Alon, D&O insurance continuation, and indemnities, with no stated disagreements on company operations.

Key Takeaways

1Ophir Sternberg to resign as director and Chairman, holding 179,200 Ordinary Shares, receiving US$250,000 payment

2Roger Meltzer to resign as director and Chairman, holding options for 163,840 shares at US$20.70 and 7,680 at US$115.220, receiving US$150,000 payment

3Thomas Hawkins to resign as director and Chairman, holding identical options as Meltzer, receiving US$150,000 payment

4Resignations effective on Release Date after board approval of Term Sheet, Director Plan, three new independent directors, SEC Form S-8 effectiveness by 10 March 2026

5Company to file Form S-8 for share sales via market only, provide Transfer Agent approvals, grant voting proxy to Mr Haggai Alon until shares sold

6D&O insurance to cover resigning directors for 6 years post-Release Date; mutual releases of all claims related to discussed Matters

Current Report Details

Event Type

6-K

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Other Event

Executive & Director Changes

Ophir Sternberg

director and Chairman of the Board

resign

Effective: Release Date

reasons other than any disagreement on a matter relating to the Company’s operations, policies or practices

Roger Meltzer

director and Chairman of the Board

resign

Effective: Release Date

reasons other than any disagreement on a matter relating to the Company’s operations, policies or practices

Thomas Hawkins

director and Chairman of the Board

resign

Effective: Release Date

reasons other than any disagreement on a matter relating to the Company’s operations, policies or practices

Transaction Details

Material Agreement

Parties: SMX (Security Matters) Plc, Ophir Sternberg, Roger Meltzer, Thomas Hawkins

•Full and final mutual release of all Claims related to Matters
•Covenant not to sue
•Resignations effective Release Date
•Company to file Form S-8 with SEC for share/option sales
•Voting proxy to Mr Haggai Alon or nominee until shares sold
•Adoption of non-executive Director Plan
•Appointment of three new independent directors
•D&O insurance coverage for 6 years post-Release Date
•Indemnity for director service excluding fraud/willful misconduct
•Confidentiality and non-disparagement
•Agreements held in escrow by Arthur Cox LLP until Release Conditions met by 10 March 2026

Exhibits (4)

6-K

99.1

EX-99.1

99.2

EX-99.2

99.3

EX-99.3