Smith Micro Software Files 8-K: Agreements & Equity Sales

TL;DR

SMSI filed an 8-K on May 10th detailing new agreements and equity sales.

AI Summary

Smith Micro Software, Inc. filed an 8-K on May 14, 2024, reporting on several items including an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements/exhibits. The earliest event reported was on May 10, 2024.

Why It Matters

This 8-K filing provides crucial updates on Smith Micro Software's material agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.

Key Players & Entities

• SMITH MICRO SOFTWARE, INC. (company) — Registrant
• May 10, 2024 (date) — Earliest event reported
• May 14, 2024 (date) — Date of report
• 001-35525 (company) — SEC File Number
• 5800 Corporate Drive Pittsburgh, PA 15237 (company) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SMSI NASDAQ Indicate by che
• $2.15 — "Common Stock") at an offering price of $2.15 per share of Common Stock and pre-funde
• $2.34 — Common Warrant has an exercise price of $2.34 per share, is exercisable at any time b
• $4.1 m — he Private Placement were approximately $4.1 million, before deducting Placement Agen
• $2 — arrants have an exercise price equal to $2.86, and have an expiration date of two
• $125,000 — the Placement Agent's expenses of up to $125,000, payable immediately upon the closing o

Filing Documents

• smsi-20240510.htm (8-K) — 55KB
• exhibit41-closing8xk.htm (EX-4.1) — 115KB
• exhibit42-closing8xk.htm (EX-4.2) — 115KB
• exhibit43-closing8xk.htm (EX-4.3) — 120KB
• exhibit51-closing8xk.htm (EX-5.1) — 19KB
• exhibit101-closing8xk.htm (EX-10.1) — 121KB
• exhibit102-closing8xk.htm (EX-10.2) — 240KB
• exhibit991-closing8xk.htm (EX-99.1) — 12KB
• exhibit992-closing8xk.htm (EX-99.2) — 13KB
• buchananlogoa.jpg (GRAPHIC) — 18KB
• smithmicro.jpg (GRAPHIC) — 82KB
• smithmicro1.jpg (GRAPHIC) — 82KB
• 0001628280-24-023227.txt ( ) — 1349KB
• smsi-20240510.xsd (EX-101.SCH) — 2KB
• smsi-20240510_lab.xml (EX-101.LAB) — 21KB
• smsi-20240510_pre.xml (EX-101.PRE) — 12KB
• smsi-20240510_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 10, 2024, Smith Micro Software, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Purchasers") relating to the registered direct offering and sale of an aggregate of 1,065,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an offering price of $2.15 per share of Common Stock and pre-funded warrants ("Pre-Funded Warrants") to purchase up to 845,000 shares of Common Stock, which Pre-Funded Warrants are issued to the extent that the applicable Purchaser determines, in its sole discretion, that such Purchaser would beneficially own in excess of 4.99% (or at the Purchaser's election, 9.99%) (the "Offering"). The Pre-Funded Warrants have an exercise price of $0.001 per share and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The shares of Common Stock and Pre-Funded Warrants were offered by the Company pursuant to a prospectus supplement dated May 10, 2024, and accompanying prospectus dated May 12, 2022, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-264667), which was declared effective by the Securities and Exchange Commission ("SEC") on May 12, 2022. A copy of the legal opinion of Buchanan Ingersoll & Rooney PC relating to the validity of the shares of Common Stock, the Pre-Funded Warrants and shares of Common Stock underlying the Pre-Funded Warrants issued in the Offering is filed herewith as Exhibit 5.1. Pursuant to the Purchase Agreement, in a concurrent private placement, the Company also agreed to sell to the Purchasers unregistered warrants (the "Common Warrants") to purchase up to an aggregate of 1,910,000 shares of Common Stock (the "Common Warrant Shares") (the "Private Placement"). Each unregistered Commo

02

Item 3.02 Unregistered Sales of Equity Securities The disclosures in Item 1.01 of this Form 8-K regarding the Common Warrants, Common Warrant Shares, Placement Agent Warrants and the shares of Common Stock issuable thereunder are incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 10, 2024, the Company issued a press release announcing the pricing of the Offering and the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1. On May 14, 2024, the Company issued a press release announcing the closing of the Offering and the Private Placement. A copy of the press release is attached hereto as Exhibit 99.2. The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press releases shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the press release contain forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects or strategies of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. 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," "continue," "could," "estimate," "expect," "intends," "may," "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. The forward-looking statements contained in this Current Report on Form 8-K and the press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Placement Agent Warrant 4.2 Form of Common Stock Purchase Warrant 4.3 Form of Pre-Funded Warrant 5.1 Opinion of Buchanan Ingersoll & Rooney PC 10.1 Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC, dated May 10, 2024* 10.2 Form of Securities Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated May 10, 2024* 23.1 Consent of Buchanan Ingersoll & Rooney PC (included in Exhibit 5.1) 99.1 Press Release dated May 10, 2024 99.2 Press Release dated May 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC.

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: May 14, 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