NEW
YORK, Aug. 18, 2023 /PRNewswire/ -- SMX
(Security Matters) Public Limited Company (NASDAQ: SMX; SMXWW) (the
"Company"), today announced that the reverse stock split of the
Company's ordinary shares, which was previously approved by the
Company's shareholders on August 8,
2023, will begin trading on an adjusted basis giving effect
to the reverse stock split on August 21,
2023 under the existing ticker symbol "SMX". The new CUSIP
number of the Company's ordinary shares will be G8267K141 and the
new ISIN code will be IE0000TSCWD4.
In accordance with the proposal approved by the Company's
shareholders, every twenty-two ordinary shares of the Company were
automatically combined into one ordinary share. This will reduce
the number of outstanding ordinary shares of the Company from
approximately 48.8 million to approximately 2.2 million.
Outstanding Company options, warrants and other applicable
convertible securities, including the Company's warrants listed on
the Nasdaq Capital Market under the symbol SMXWW which will retain
its existing CUSIP number, will be proportionately adjusted in
accordance with their respective terms. No fractional shares will
be issued in connection with the reverse stock split. Instead, the
Company will aggregate the fractional entitlements of shareholders
who otherwise would be entitled to receive fractional shares
because they hold a number of ordinary shares not evenly divisible
by twenty-two ordinary shares pursuant to the reverse stock split
or they hold less than the number of ordinary shares which should
be consolidated into one ordinary share pursuant to the reverse
stock split and, to the extent possible, sell such aggregated
fractional ordinary shares on the basis of prevailing market prices
at such time.
Continental Stock Transfer & Trust Company is acting as
exchange agent for the reverse stock split and will send
instructions to any shareholders of record who hold stock
certificates regarding the exchange of certificates. Shareholders
with shares held in book-entry form or through a bank, broker, or
other nominee are not required to take any action and will see the
impact of the reverse stock split reflected in their accounts on or
after August 22, 2023. Such
beneficial holders may contact their bank, broker, or nominee for
more information. Continental Stock Transfer may be reached for
questions at (212) 509-4000.
The purpose for seeking shareholder approval to effect the
reverse stock split was to increase the per share trading price of
the Company's common stock, which the Company expects will satisfy
the minimum bid price requirement for continued listing on
NASDAQ.
Additional information concerning the reverse stock split can be
found in the Company's notice of and proxy statement for the
extraordinary general meeting of shareholders filed with the
Securities and Exchange Commission on July
7, 2023.
About SMX
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, the
Company's ability to regain compliance with applicable Nasdaq
standards or comply with the continued listing standards of Nasdaq
even if the Company regains compliance. 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; the 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.
Follow us through our social channel @secmattersltd
View original content to download
multimedia:https://www.prnewswire.com/news-releases/smx-announces-effective-date-of-reverse-stock-split-301904673.html
SOURCE SMX
