Form 424B3 - Prospectus [Rule 424(b)(3)]
December 27 2024 - 5:02PM
Edgar (US Regulatory)
Filed
pursuant to 424(b)(3)
Registration
Statement No. 333-274774
PROSPECTUS
SUPPLEMENT NO. 13
(To
Prospectus dated May 2, 2024)
SMX
(SECURITY MATTERS) PUBLIC LIMITED COMPANY
Issuance
of up to 6,497 Ordinary Shares
This
prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement our prospectus contained in
our Post-Effective Amendment No. 1 to Form F-1, dated May 2, 2024, as supplemented (the “Prospectus”), relating to the resale
of up to 6,497 ordinary shares (post-reverse stock split), $0.165 par value per share (the “Ordinary Shares”), by the selling
stockholder named elsewhere in the Prospectus (“Selling Stockholder”). The Ordinary Shares included in the Prospectus consist
of Ordinary Shares that the Selling Stockholder received pursuant to the conversion of $657,203 of indebtedness into Ordinary Shares.
Specifically,
this Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with certain information
set forth below. Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information
in this Prospectus Supplement modifies or supersedes such statement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Prospectus.
This
Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements
and amendments thereto.
We
may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendments or supplements as
required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements carefully before you make
your investment decision.
Our
Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “SMX” and our public warrants are listed on The
Nasdaq Capital Market under the symbol “SMXWW”. On December 26, 2024, the closing price of our Ordinary Shares was $0.3463.
Investing
in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors” beginning on page
16 of the Prospectus for a discussion of certain risk factors that you should consider before investing in our Ordinary Shares.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is December 27, 2024
SMX
has successfully embedded its markers directly into the coating of readily available off the shelf NFC and RFID chips, enabling precise
authentication and verification throughout their lifecycles, with the expectation that the coatings would mitigate risks associated with
counterfeiting, unauthorized tampering, and supply chain vulnerabilities.
SMX’s
proprietary coating technology has been shown in testing to enhance shelf chips durability and performance, as well as their resilience
against common environmental stressors, hereby potentially enabling the extension of their operational lifespan and reliability. Additionally,
the SMX coating has the capability to store data, adding a potential extra layer of functionality, resilience to heat (e.g. up to 150
Degrees Celsius), and additional protection against the elements.
SMX
believes that its technology’s ability to provide authentication will extend into the wearable and flexible electronics markets,
and its technology has been shown in testing to ensure that NFC and RFID chips integrated into apparel remain functional and secure under
demanding conditions.
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