Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 June 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: [phone]

(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 ☐

 

 

 

 

On June 6, 2024, SMX (Security Matters) Public Limited Company (the “Company”) entered into an amendment (the “Amendment”) to its Stock Purchase Agreement (the “Agreement”) dated as of the 19th day of April 2024, with Generating Alpha Ltd. (“Alpha”). The purpose of the Amendment was to clarify that the maximum amount that can be raised per month under the Agreement is $833,333, and not $500,000 as specified in the Agreement. Furthermore, the Amendment shortens the three month lock-up on the commitment shares issued to Alpha under the Agreement to one month.

 

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Report on Form 6-K, which is incorporated herein by reference.

 

Exhibit Number		Description
10.1		Amendment to Stock Purchase Agreement

 

 

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: June 7, 2024

 

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

SMX (Security Matters) Public Limited Company

Mespil Business Centre

Mespil House, Sussex Road

Dublin 4, Ireland, D04 T4A6

[phone]

 

June 5, 2024

 

Via E-Mail

 

Generating Alpha Ltd.

[e-mail]

[e-mail]

 

Attention: David Martin

 

Re:

Amendment Agreement

 

Ladies & Gentlemen:

 

Reference is hereby made to that Stock Purchase Agreement (the “Agreement”) dated as of the 19^th day of April 2024, between Generating Alpha Ltd., a Saint Kitts and Nevis Company, and SMX (Security Matters) Public Limited Company, an Irish public limited company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement. The Company and the Investor hereby agree that the Agreement is amended as follows:

 

1. Section 1.28 (Maximum Put Amount) of the Agreement is hereby amended to replace “$500,000” with “$833,333”.

 

2. Section 12.4 (Commitment Fee) of the Agreement is hereby amended to replace “three (3) month” with “one (1) month”.

 

3. Except expressly amended by this letter (this “Amendment”), the Agreement shall remain in full force and effect.

 

4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows Immediately]

 

 

	Sincerely yours,
	SMX (Security Matters) Public Limited Company
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	CEO

 

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST

ABOVE WRITTEN

 

Generating Alpha Ltd.
By:	/s/ Maria Cano
Name:	Maria Cano
Title:	Director

 

 

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