Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SMX (Security Matters) PLC

(Name of Issuer)

Ordinary Shares, par value $0.0022 per share

(Title of Class of Securities)

G8267K141

(CUSIP Number)

Doron Afik

103 Hahasmonaim St.

POB 20144

Tel Aviv, Israel

+972-544617693

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 29, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

G8267K141

1.	Names of Reporting Person: Doron Afik
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)☐ (b)☐
3.	SEC Use Only
4.	Source of Funds (See Instructions): Not applicable.
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization: Israeli

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

Sole Voting Power:

2,648,863 (see Items 2 and 5)

Shared Voting Power:

0 (see Items 2 and 5)

Sole Dispositive Power:

2,648,863

10.

Shared Dispositive Power:

0 (see Items 2 and 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,648,863
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	☐
13.	Percent of Class Represented by Amount in Row (11): 6.9%
14.	Type of Reporting Person (See Instructions): IN

See Item 5(a) below).

Item 1. Security and Issuer

This report on Schedule 13D (this “Report”) relates to the issued and outstanding ordinary shares, par value $0.0022 per share (the “Ordinary Shares”), of SMX (Security Matters) PLC, an Ireland public limited company (the “Company”). The principal executive offices of the Company are located at Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, D04 T4A6 Ireland.

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the SEC on June 4, 2024 related to Ordinary Shares acquired by the Reporting Person as of December 31, 2023; with respect to the Ordinary Shares of the Company, as provided herein.

Item 2. Identity and Background

This Report is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Doron Afik (the “Reporting Person”). The Reporting Person’s principal occupation is attorney, and the Reporting Person, through Afik & Co. Attorneys & Notary, provides certain legal services to the Company from time to time.

The business address for the Reporting Person is 103 Hahasmonaim St., Tel Aviv, Israel.

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

The Reporting person is a citizen of Israel.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to a Conversion and Exchange Rights Agreement dated April 17, 2024 (the “Agreement”), on April 29, 2024 the Company exchanged and converted 1,874,374 of its 3-year cashless warrants held by the Reporting Company for 468,594 Ordinary Shares (such transaction, the “Exchange”). The Agreement is attached to this Schedule 13D as Exhibit 10.1 and incorporated herein by reference. Also on April 29, 2024, the Company issued to the Reporting Person 290,000 Ordinary Shares as additional consideration for the Reporting Person’s December 31, 2023 conversion of $564,795 of principal and interest owned to him by the Company (the “Additional Issuance”). No cash consideration was paid by the Reporting Person for the Exchange or the Additional Issuance. The Reporting Person was also granted restricted stock units which settle into Ordinary Shares, of which 5,556 vested in accordance with their terms and an additional 2,778 vest within 60 days of April 29, 2024.

Item 4. Purpose of Transaction

See Item 3 above.

The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review such investment in the Company on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Company’s business, financial condition, operations and prospects; price levels of the Ordinary Shares; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to applicable law, the Reporting Person may acquire additional securities of the Company, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including as payment for additional services rendered to the Company from time to time. In addition, subject to the provisions of the foregoing, through his role as counsel to the Company or otherwise, the Reporting Person may engage in discussions with management, the Company’s board of directors, and stockholders of the Company and other relevant parties or encourage, cause or seek to cause the Company or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Company; or other material changes to the Company’s business or corporate structure, including changes in management or the composition of the Company’s board of directors.

Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Item 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer

(a)	As of the date of this Report, the Reporting Person beneficially owns 2,648,863 Ordinary Shares, which number of shares represents approximately 6.9% of the outstanding ordinary shares based on 38,334,442 Ordinary Shares issued and outstanding as of April 29, 2024, and which includes (i) 1,974 Ordinary Shares underlying vested stock options of the Company and (ii) 2,778 Restricted Stock Units which settle into Ordinary Shares which vest within 60 days of April 29, 2024. The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended. In April 2024, the Company and the Reporting Person agreed to cancel and terminate the 25,000 5-year warrants then held by the Reporting Person and included as beneficially owned on the Schedule 13D filed with the SEC on June 4, 2024, of which this form is an amendment.

(b)	See rows (7) through (10) of the cover page to this Schedule 13D/A for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)	Except as described in Item 3, which is hereby incorporated by reference, the Reporting Person has not effected any transaction in Ordinary Shares or other voting securities of the Company in the past 60 days.

(d)	The Reporting Person has the right to receive the dividends from and proceeds of sales from the Ordinary Shares beneficially owned by him.

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to Items 3 and 4, which are hereby incorporated by reference.

The Reporting Person entered into a Shareholder Voting Agreement with the Company, dated April 24, 2024 (the “Voting Agreement”), pursuant to which, among other things, (a) on all matters raised to a vote in a general meeting of the Company, the Reporting Person agrees to be present, in person or by proxy, at all meetings of shareholders for the vote thereon, to vote [758,594] of his Ordinary Shares (the “Subject Shares”) in favor of the proposed action, or in connection with any solicitation of written consents from the stockholders of the Company, to consent to the proposed action, and raise no objections to the proposed action, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such proposed action and (ii) to secure the Reporting Person’s obligations to vote the Ordinary Shares in accordance with the Voting Agreement, the Reporting Person appointed the person acting as chairperson of the Board of Directors of the Company at the time of the general meeting or consent required (unless the Board of Directors appointed another person to act as chairperson of the General Meeting), as the Reporting Person’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of the Subject Shares as set forth in the Voting Agreement and to execute all written consents or objections and other appropriate instruments consistent with the Voting Agreement on behalf of the Reporting Person. The proxy and power granted by the Reporting Person pursuant to the Voting Agreement are coupled with an interest and are given to secure the performance of the Reporting Person’s duties under the Voting Agreement and are irrevocable for the term of the Voting Agreement, and shall survive the death, incompetency and disability of the Reporting Person. A copy of the Voting Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 10.1	Conversion and Exchange Rights Agreement, dated April 17, 2024

Exhibit 10.2	Shareholder Voting Agreement with the Company, dated April 24, 2024

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 4, 2024

	/s/ Doron Afik
	Name:	Doron Afik

Exhibit 10.1

CONVERSION AND EXCHANGE RIGHTS AGREEMENT

CONVERSION AND EXCHANGE RIGHTS AGREEMENT (this “Agreement”) dated April 17, 2024, with respect to those certain warrants described in Annex A hereto (“Warrants”) receive under that certain Conversion and Exchange Rights Agreement executed December 31, 2023 (“2023 Agreement”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC) , and the person stipulated in Annex A as “Subscriber”. Unless and until Annex A is further executed and delivered by the parties hereto, this Agreement and the Annex A shall be of no force or effect on the parties.

W I T N E S S E T H:

WHEREAS, pursuant to the 2023 Agreement the Subscriber was issued the Warrants and certain issues arose with regard to the consummation of the 2023 Agreement; and

WHEREAS, SMX (Security Matters) PLC is hereby offering the Subscriber the right to convert the Warrants to shares on the terms and conditions set forth herein as full and final compensation for any claim or right that may have arose due to any issue that arose with regard to the consummation of the 2023 Agreement damage;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Conversion of Warrants. Subject to the terms and conditions of this Agreement and notwithstanding anything to the contrary in the 2023 Agreement, the Warrants are hereby converted into to that number of shares (“Conversion Shares”) stipulated in Annex A.

Section 2. Result of Conversion. Upon the conversion, the Subscriber shall not have any interest in or title to the Warrants and all obligations under the Warrants or the 2023 Agreement shall cease and be of no further force or effect.

Section 3. Issuance of Shares. As soon as practical after March 31, 2024: (a) the Warrants will be cancelled on the books and records of SMX (Security Matters) PLC, and the Subscriber shall only have the right to receive the Conversion Shares pursuant to Section 1 above, and (b) SMX (Security Matters) PLC shall promptly file a registration statement to cause the Conversion Shares to be fully tradeable, subject to section 4 below, and deliver to Subscriber details of the shares issued.

Section 4. Representations and Warranties. The Subscriber represents and warrants that the Subscriber is the record and beneficial owner of the Note and of the Warrants, free and clear of all liens, charges, pledges, security interests, claims, mortgages, options, encumbrances, rights of first refusal, conditions, covenants and other restrictions (other than any restrictions under the U.S. Securities Act of 1933, as amended or other securities laws), and has the full right and power to enter into this Agreement and perform the terms and conditions specified herein.

Section 5. Miscellaneous. The parties shall execute such documents and other instruments and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, personal representatives, heirs, executors and administrators. Notwithstanding the foregoing, neither party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Israel. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of March 31, 2024.

Doron Afik	SMX (Security Matters) PLC

/s/ Doron Afik	By:	/s/ Haggai Alon
	Name:
	Title:

Annex A

Details of the Conversion Shares:

Conversion of 1,874,374 warrants into 468,594 shares.

Doron Afik	SMX (Security Matters) PLC

/s/ Doron Afik	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	CEO

Exhibit 10.2

SHAREHOLDER VOTING AGREEMENT

This Shareholder Voting Agreement (“Agreement”) is made and entered into effective as of the date set below, by and between SMX (Security Matters) PLC, Irish company number 722009 (“Company”) and the shareholder signed below (“Shareholder”).

RECITALS

WHEREAS, Shareholder holds shares in the Company issued to it pursuant to a Board resolution dated March 16, 2024 and April 23, 2024 (“Shares”); and

WHEREAS the parties believe that the limited power the Company requires is reasonable both in scope and duration and is beneficial to the Company, and that it is in the best interest of the Company and its shareholders to issue the Shares subject to entry into of this Agreement;

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	TERM. This Agreement shall remain in force for so long as Shareholder holds the Shares or such are, directly or indirectly, held for it as beneficiary (“Term”).

2.	SHAREHOLDER VOTING. On all matters raised to a vote in a general meeting of Company, Shareholder agrees to be present, in person or by proxy, at all meetings of shareholders for the vote thereon, to vote all Shares in favor of the proposed action, or in connection with any solicitation of written consents from the stockholders of Company, to consent to the proposed action, and raise no objections to the proposed action, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such proposed action.

3.	IRREVOCABLE PROXY. To secure the Shareholder’s obligations to vote the Shares in accordance with this Agreement, the Shareholder hereby appoints the person acting as chairperson of the Board of Directors of Companay at the time of the general meeting or consent required (unless the Board of Directors appointed another person to act as chairperson of the General Meeting), as such Shareholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Shareholder’s Shares as set forth in this Agreement and to execute all written consents or objections and other appropriate instruments consistent with this Agreement on behalf of such Shareholder. The proxy and power granted by Shareholder pursuant to this Section are coupled with an interest and are given to secure the performance of Shareholder’s duties under this Agreement and are irrevocable for the Term of this Agreement. The proxy and power shall survive the death, incompetency and disability of Shareholder. Exercise of the proxy does not require a prior approach to Shareholder or any notice thereto.

4.	Legend. Company may imprint (or electronically mark) the shares as subject to the provisions herein, as it sees fit.

5.	SUCCESSORS. The provisions of this Agreement shall be binding upon the successors in interest to any of the Shares, unless the Shares have been publicly sold, at which time this Agreement shall no longer apply to the Shares that have been publicly sold.

6.	MISCELLANEOUS.

	6.1	Further Action. If and whenever any Shares are sold, the Shareholders or the personal representative of the Shareholders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Shares to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement.

	6.2	Specific Performance and/or Injunctive Relief. The parties declare that it is impossible to measure in money the damages which will accrue to a party or to their heirs, personal representatives, or assigns by reason of another party’s failure to perform any of the obligations under this Agreement, and agree that, in addition to damages and remedies at law, the parties shall be entitled to seek and obtain specific performance and/or injunctive relieve without the posting of a bond for the purpose of enforcing the terms of this Agreement. If any party hereto or his heirs, or his or its personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof and/or obtain injunctive relieve, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

	6.3	Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of Ireland and shall be binding upon the parties hereto in the United States and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any Court Ireland, in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of Ireland for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement except in such Courts.

	6.4	Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

	6.5	Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

	6.6	Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written notification of receipt.