6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

Forthe month of September 2025

CommissionFile Number: 001-41639

SMX(SECURITY MATTERS) PUBLIC LIMITED COMPANY

(ExactName of Registrant as Specified in Charter)

MespilBusiness Centre, Mespil House

SussexRoad, 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 ☐

As previously disclosed by SMX (Security Matters) Public Limited Company (the “Company”), on August 3, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”) to issue and sell to each of the Investors a promissory note (the “Note”), for aggregate gross proceeds to the Company of up to $11.0 million, subject to conditions (the “Purchase Price”), before deducting fees to the Company’s Placement Agent and other expenses payable by the Company in connection with the offering (the “Offering”).

On September 10, 2025, the Company entered into a First Amendment to Securities Purchase Agreement, dated as of September 9, 2025 (the “Amendment”), which amended the Purchase Agreement and the Notes as follows:

●	The<br> Purchase Price was increased by $1.0 million, to up to $12.0 million in the aggregate;
●	The<br> third closing under the Purchase Agreement, as amended, was decreased from $2.5 million to<br> $2.0 million, which third closing was on September 11, 2025;
●	The<br> fourth closing under the Purchase Agreement, as amended, was decreased from $2.5 million<br> to $1.0 million, and is expected to take place upon the filing by the Company with the U.S.<br> Securities and Exchange Commission of a registration statement covering the resale of the<br> Company’s Ordinary Shares issuable upon conversion of the Notes issued in the third,<br> fourth and fifth closings (the “Registration Statement”); and
●	A<br> new fifth closing of $3.0 million under the Purchase Agreement, as amended, was included,<br> which is expected to take place no later than the SEC declaring the Registration Statement<br> effective.

The Company committed to register for resale the Ordinary Shares that may be issued upon conversion of the Note with respect to the third closing, the fourth closing and the fifth closing, within ten business days of the third closing. As described in the Purchase Agreement and the Note, each Investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid principal and interest if any (including any costs, fees and charges) into the Company’s Ordinary Shares, at a conversion price equal to the greater of $0.332 and 85% of the lowest daily volume weighted average price of the Ordinary Shares during the seven trading days immediately prior to the date of conversion. Any such conversion is subject to limitations so each Investor beneficially owns less than 4.99% of the Ordinary Shares; however, the Investors have the right to waive this limitation and the Company expects that the Investors will waive such limitations with respect to the Note issued at the Third Closing, Fourth Closing and Fifth Closing, which if waived would cause the Company to issue a substantial number of shares in a short period of time that can be resold on the open market and that would have the effect of materially diluting the Company’s existing shareholders. Additionally, each Investor is limited from selling the Ordinary Shares issued upon conversion of the Note in an amount equal to 20% of the Company’s trading volume during the same trading day, which may be waived from time to time.

All other terms and conditions with respect to the Purchase Agreement, the Note and the Offering remain unchanged.

RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) acted as placement agent for the Offering. Aegis Capital Corp. (“Aegis”) acted as exclusive advisor with respect to the Offering. As compensation for such placement agent services, the Company has agreed to pay RBW, collectively with Aegis for its fees, an aggregate cash fee equal to 8.0% of the gross proceeds received by the Company, plus up to $90,000 for its fees and expenses.

As of the date of this Report on Form 6-K, $6,655,000 of the Note has been converted into 5,088,984 Ordinary Shares, representing all of the principal and accrued interest under the August RBW Notes issued at the first closing and the second closing of the Offering.

The foregoing is a brief description of the Amendment, and is qualified in its entirety by reference to the full text of such documents, which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Report on Form 6-K.

Exhibit Number	Description
99.1	First Amendment to Securities Purchase Agreement

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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: September 12, 2025

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

Exhibit 99.1

FIRSTAMENDMENT

TO

SECURITIESPURCHASE AGREEMENT

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This First Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of September 9, 2025, by and among SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company**”**) and each purchaser (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”, and together with the Company, the “Parties”) identified on the signature pages to that certain Securities Purchase Agreement, dated as of August 1, 2025 (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).

RECITALS:

A. WHEREAS, the Company and the Purchasers entered into the Purchase Agreement, which sets forth the Parties’ rights and obligations with respect to the purchase and sale of the Notes;

B. WHEREAS, the Parties desire to amend the Purchase Agreement to (i) modify the funding schedule to reflect that the Initial Closing and Second Closing have already occurred and that the remaining balance of the Purchase Price shall be funded in three additional tranches, (ii) amend related closing conditions, and (iii) amend the registration requirements.

C. WHEREAS, the Parties intend that this Amendment shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.

NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I

Amendments

1.1 Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety, and replaced with the following:

1.1. Closings. Subject to the satisfaction or waiver of the conditions set forth in Section 1.3, the Company agrees to sell, and the Investor agrees to purchase, a Note in the aggregate principal amount of up to $15,000,000, in multiple tranches. The first tranche of the Purchase Price in the amount of $3,000,000 was funded to the Company on the Initial Closing Date (the “Initial Closing). The second tranche of the Purchase Price in the amount of $3,000,000 was funded to the Company upon the effectiveness of the First Registration Statement (the “Second Closing”). The remaining balance of the Purchase Price, equal to $6,000,000, shall be funded to the Company in three tranches as follows: (i) $2,000,000 upon the next Closing (the “Third Closing”); (ii) $1,000,000 upon the filing by the Company with the U.S. Securities and Exchange Commission of the second registration statement covering the resale of Ordinary Shares issuable upon conversion of the Notes (the “Fourth Closing”); and (iii) $3,000,000 no later than the SEC declaring such second registration statement effective (the “Fifth Closing” and, together with the Initial Closing, the Second Closing, the Third Closing, and the Fourth Closing, each a “Closing” and collectively, the “Closings”). At each Closing, the applicable portion of the Purchase Price shall be paid in cash or immediately available funds to the Escrow Agent pursuant to the Escrow Agreement and the applicable flow of funds, and shall be released to the Company in accordance with the Escrow Agreement. The Company and the Investor shall also deliver the other items set forth in Section 1.2 deliverable at each Closing. The date on which a Closing occurs is referred to herein as a “Closing Date”. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at each Closing, and (ii) shall not reduce the principal amount of each Note.

1.2 Section 1.3 of the Purchase Agreement is hereby amended to remove the conditions applicable to the “Third Closing Triggering Event” and to provide that (i) the Purchaser’s conditions to the Third Closing shall be as set forth in Section 1.3.3 (as amended hereby), (ii) the Purchaser’s conditions to the Fourth Closing shall be as set forth in Section 1.3.4 (as amended hereby), and (iii) a new Section 1.3.6 shall be added setting forth the conditions to the Fifth Closing, each in the form attached hereto as Exhibit A.

1.3 Section 6.8 of the Purchase Agreement, which defined “Third Closing Triggering Event”, is hereby deleted in its entirety and shall be of no further force or effect.

1.4 Section 4.9 of the Purchase Agreement is hereby amended and restated in its entirety, and replaced with the following:

4.9 Registration of Securities. The Company shall prepare and file with the SEC the First Registration Statement covering the resale of all Ordinary Shares issuable upon conversion of the Note (with respect to the First Closing and the Second Closing) within ten (10) business days after the Initial Closing Date. The Company shall use commercially reasonable efforts to have the First Registration Statement declared effective by the SEC as soon as practicable after filing thereof and shall use its best efforts to keep the First Registration Statement continuously effective under the Securities Act. The Company shall also prepare and file with the SEC a Second Registration Statement covering the resale of all Ordinary Shares issuable upon conversion of the Note with respect to the Third Closing, Fourth Closing and the Fifth Closing, and shall use commercially reasonable efforts to have the Second Registration Statement declared effective by the SEC as soon as practicable after filing thereof and shall use its best efforts to keep the Second Registration Statement continuously effective under the Securities Act. Each of the First Registration Statement and the Second Registration Statement shall register 300% of the total number of Ordinary Shares issuable upon conversion of the Note; provided, however, if the Securities and Exchange Commission requires as a condition to going effective, a lesser number of shares to be registered, the Company may decrease the number of Ordinary Shares being registered to meet such Securities and Exchange Commission requirements.

1.5 All references in the Purchase Agreement to “four tranches” shall be deemed to refer to “multiple tranches”, and all references to the “Third Closing Triggering Event” shall be of no further force or effect.

Article II

MISCELLANEOUS

2.1 No other Amendments. Except as expressly amended hereby, the terms and conditions of the Purchase Agreement shall continue in full force and effect.

2.2 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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

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INWITNESS WHEREOF, the Parties have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

COMPANY:
SMX (Security Matters) Public Limited Company
By:	/s/<br> Haggai Alon
Name:	Haggai<br> Alon
Title:	Chief<br> Executive Officer
PURCHASER:
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TARGET CAPITAL 1, LLC
By:	/s/<br> Dmitriy Shapiro
Name:	Dmitriy<br> Shapiro
Title:	Managing<br> Member

[Signature Page to First Amendment to Securities Purchase Agreement]

PURCHASER:
SECURE NET CAPITAL LLC
By:	/s/<br> Alois Rubenbauer
Name:	Alois<br> Rubenbauer
Title:	Manager

EXHIBIT A

Amended Section 1.3

1.3.3	Investor’s<br> Conditions to Third Closing. The obligations of the Investor hereunder in connection<br> with the Third Closing are subject to the following conditions being met or waived in writing<br> by the investor:
(i)	the<br> conditions set forth in Sections 1.3.1 and 1.3.2 shall have been satisfied;
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(ii)	there<br> shall have been no material breach by the Company of any obligations, covenants and agreements<br> under the Transaction Documents and no existing event which, with the passage of time or<br> the giving of notice, would constitute a material breach under the Transaction Documents;
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(iii)	the<br> delivery by the Company of the items set forth in Section 1.2.1 of this Agreement with respect<br> to the Third Closing; and
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1.3.4	Investor’s<br> Conditions to Fourth Closing. The obligations of the Investor hereunder in connection<br> with the Fourth Closing are subject to the following conditions being met or waived in writing<br> by the investor:
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(i)	the<br> conditions set forth in Sections 1.3.1 and 1.3.2 shall have been satisfied;
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(ii)	there<br> shall have been no material breach by the Company of any obligations, covenants and agreements<br> under the Transaction Documents and no existing event which, with the passage of time or<br> the giving of notice, would constitute a material breach under the Transaction Documents;
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1.3.5	the<br> delivery or satisfaction by the Company of the items set forth in Section 1.2.1 and Section<br> 1.1(ii) of this Agreement with respect to the Fourth Closing; and
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1.3.6	Investor’s<br> Conditions to Fifth Closing. The obligations of the Investor hereunder in connection<br> with the Fifth Closing are subject to the following conditions being met or waived in writing<br> by the investor:
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(i)	the<br> conditions set forth in Sections 1.3.1 and 1.3.2 shall have been satisfied;
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(ii)	there<br> shall have been no material breach by the Company of any obligations, covenants and agreements<br> under the Transaction Documents and no existing event which, with the passage of time or<br> the giving of notice, would constitute a material breach under the Transaction Documents;<br> and
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(iii)	the<br> delivery or satisfaction by the Company of the items set forth in Section 1.2.1 and Section<br> 1.1(iii) of this Agreement with respect to the Fifth Closing.
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