Smith Micro Software Files 8-K with Corporate Updates

TL;DR

SMSI filed an 8-K on April 3rd for corporate updates, bylaws, and shareholder votes. Details TBD.

AI Summary

Smith Micro Software, Inc. filed an 8-K on April 4, 2024, reporting events as of April 3, 2024. The filing indicates changes to the company's Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, Regulation FD disclosures, and financial statements/exhibits. Specific details regarding these events, including any financial implications or voting outcomes, are not elaborated upon in the provided text.

Why It Matters

This 8-K filing signals potential corporate governance changes or significant shareholder actions for Smith Micro Software, Inc., which could impact its operational direction and investor relations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like changes to bylaws and shareholder votes, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

• SMITH MICRO SOFTWARE, INC. (company) — Registrant
• 0000948708-24-000014 (filing_id) — Accession Number
• April 3, 2024 (date) — Date of earliest event reported
• April 4, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 5800 Corporate Drive Pittsburgh, PA 15237 (address) — Principal Executive Offices

FAQ

Key Financial Figures

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

Filing Documents

• smsi-20240403.htm (8-K) — 43KB
• certificateofamendmenttoce.htm (EX-3.1(A)) — 12KB
• reversestocksplitannouncem.htm (EX-99.1) — 14KB
• image_0.jpg (GRAPHIC) — 164KB
• 0000948708-24-000014.txt ( ) — 429KB
• smsi-20240403.xsd (EX-101.SCH) — 2KB
• smsi-20240403_lab.xml (EX-101.LAB) — 22KB
• smsi-20240403_pre.xml (EX-101.PRE) — 13KB
• smsi-20240403_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 3, 2024, the stockholders of Smith Micro Software, Inc. (the "Company") approved a proposal at a special meeting of stockholders (the "Special Meeting") to amend the Company's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"), to effect a reverse stock split of the Company's Common Stock, par value $0.001 per share (the Company's "Common Stock"), at a ratio between one-for-four (1:4) and one-for-ten (1:10), without reducing the authorized number of shares of Common Stock. On April 3, 2024, a Special Committee of the Company's Board of Directors approved a final reverse stock split ratio of one-for-eight (1:8). Following such approval, the Company filed a certificate of amendment to the Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on April 10, 2024. As a result of the reverse stock split, every eight shares of the Company's Common Stock, whether issued and outstanding or held by the Company as treasury stock, will automatically be combined and converted (without any further act) into one share of fully paid and nonassessable share of Common Stock. No fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock that would otherwise be issued as a result of the reverse stock split will be rounded up to the nearest whole share of Common Stock. The new CUSIP number for the Company's Common Stock following the reverse stock split is 832154405. The Company's Common Stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on April 11, 2024 on a split-adjusted basis under the current ticker symbol "SMSI." The description of the Amendment set forth above does not purport to be complete and is qualified in its en

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held a special meeting of stockholders on April 3, 2024. (b) Two (2) proposals were submitted by the Company's Board of Directors (the "Board") to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below. The Company's stockholders approved an amendment to our Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split of our outstanding shares of Common Stock, at a ratio, ranging from one-for-four (1:4) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders, which is referred to as the "Reverse Stock Split Proposal"; and approved the adjournment of the Special Meeting, if necessary. Proposal No. 1 – Approval of the Reverse Stock Split Proposal. For Against Abstain Broker Non Vote 37,603,017 14,922,078 257,718 0 Proposal No. 2 – Approval of the Adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal One (Reverse Stock Split Proposal). For Against Abstain Broker Non Vote 41,860,779 10,784,040 137,994 0

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 3, 2024, the Company issued a press release announcing the one-for-eight (1:8) reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this Item 7.01, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 3.1(a) Certificate of Amendment to Amended and Restated Certificate of Incorporation of Smith Micro Software, Inc. 99.1 Press Release dated April 3, 2024 (furnished herewith). 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: April 3, 2024 By: /s/ James M. Kempton James M. Kempton Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR