Smith Micro Software Files 8-K on Operations and Financial Condition

TL;DR

**Smith Micro Software just dropped an 8-K covering operations and financials, so keep an eye out for more details!**

AI Summary

Smith Micro Software, Inc. filed an 8-K on February 22, 2024, reporting on Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. The filing indicates the company's business address is 5800 Corporate Drive, Pittsburgh, PA 15237, and its telephone number is (412) 837-5300. This 8-K serves as a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing provides an update on Smith Micro Software's financial health and operational status, which is crucial for investors to assess the company's performance and future prospects.

Risk Assessment

Risk Level: low — This 8-K is a routine disclosure of operational and financial conditions, not indicating any immediate high-risk events.

Key Numbers

• 001-35525 — Commission File Number (Identifies the company's filing with the SEC)
• 33-0029027 — IRS Employer Identification No. (Identifies the company for tax purposes)
• 0000948708 — Central Index Key (CIK) (Unique identifier for the company in SEC filings)
• 16 — Public Document Count (Number of documents in the filing)
• 1231 — Fiscal Year End (Indicates the company's fiscal year end date)

Key Players & Entities

• Smith Micro Software, Inc. (company) — Registrant
• February 22, 2024 (date) — Date of earliest event reported and filing date
• 5800 Corporate Drive, Pittsburgh, PA 15237 (location) — Principal Executive Offices
• (412) 837-5300 (phone_number) — Registrant's Telephone Number
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SMSI NASDAQ Indicate by che

Filing Documents

• smsi-20240222.htm (8-K) — 38KB
• smsi-20231231xex991.htm (EX-99.1) — 352KB
• gnyzmd4ldoop000001.jpg (GRAPHIC) — 29KB
• 0000948708-24-000008.txt ( ) — 577KB
• smsi-20240222.xsd (EX-101.SCH) — 2KB
• smsi-20240222_lab.xml (EX-101.LAB) — 23KB
• smsi-20240222_pre.xml (EX-101.PRE) — 12KB
• smsi-20240222_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On February 22, 2024, Smith Micro Software, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2023. A copy of the press release is hereby furnished to the Securities and Exchange Commission as Exhibit 99.1 and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference .

01 Regulation FD

Item 7.01 Regulation FD The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference.

01 Other Events

Item 8.01 Other Events On February 22, 2024, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") regarding a special stockholders' meeting currently expected to be held on April 1, 2024 (the "Special Meeting") to authorize the Company's Board of Directors (the "Board") to effect a reverse stock split of the Company's common stock at an exchange ratio between 1-for-4 to 1-for-10 (the "Reverse Stock Split"). The primary goal of the Reverse Stock Split is to increase the per share market price of our common stock to meet the minimum per share bid price requirements for continued listing on the Nasdaq Capital Market and to provide additional flexibility with respect to capital raising efforts and general corporate needs. The Board will determine the final split ratio after stockholder approval, based on a number of factors, and would retain the authority to abandon the Reverse Stock Split at any time or to delay or postpone it. The Board believes that the adopted range of Reverse Stock Split ratios provides the Company with the most flexibility to achieve the desired results of the Reverse Stock Split as further described in the preliminary proxy statement. The Board has determined that the Reverse Stock Split is in the best interests of the Company and its stockholders and is therefore seeking approval of the Reverse Stock Split from its stockholders at the Special Meeting. Completion of the proposed Reverse Stock Split is subject to customary conditions, including obtaining stockholder approval at the Special Meeting. There are no assurances that the Reverse Stock Split will be completed, that it will result in an increased per share price over an extended period of time, or otherwise achieve its other intended effects. The Board reserves the right to elect not to proceed with the Reverse Stock Split if it determines that implementing it is no longer in the best interests of the Company and its stockholders.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 8-K are forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to the effects of our proposed Reverse Stock Split, including complying with the listing standards of the Nasdaq Capital Market, and other statements using such words as "expect," "anticipate," "believe," "plan," "intend," "could," "will" and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause or contribute to such differences are discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q. The forward-looking statements contained in this 8-K are made on the basis of the views and assumptions of management, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this 8-K. Important Additional Information And Where to Find It In connection with a Special Meeting currently scheduled for April 1, 2024, to approve the Reverse Stock Split, the Company has filed a preliminary proxy statement with the SEC and intends to file a definitive proxy statement with the SEC that will be mailed to its stockholders. This communication is not a substitute for any proxy statement or other document that the Company may file with the SEC in connection with the Special Meeting. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE SPECIAL MEETING CAREFULLY AND IN THEIR ENTIRETY BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REVERSE STOCK SPLIT AND THE RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT. Investors a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1 Press Release issued on February 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Smith Micro Software, Inc. Date: February 22, 2024 By: /s/ James M. Kempton James M. Kempton Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR