Smith Micro Software Files 8-K: Material Agreement & Equity Sales

TL;DR

SMSI filed an 8-K for a material agreement and equity sales on Oct 1st.

AI Summary

Smith Micro Software, Inc. announced on October 1, 2024, the entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 20241001 — Report Date (The filing pertains to events on this date.)

Key Players & Entities

• SMITH MICRO SOFTWARE, INC. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 5800 Corporate Drive Pittsburgh, PA 15237 (address) — Principal Executive Offices
• 001-35525 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SMSI NASDAQ Indicate by c
• $1.165 — "Common Stock") at an offering price of $1.165 per share of Common Stock (the "Offerin
• $1.04 — Common Warrant has an exercise price of $1.04 per share, is exercisable at any time b
• $3.87 m — he completed Offering was approximately $3.87 million, before deducting offering expens
• $3.0 m — ted Private Placement was approximately $3.0 million, before deducting offering expens
• $54,000 — mpensation in the form of a cash fee of $54,000 and the Company has issued to Roth a wa
• $1.46 — e Roth Warrant has an exercise price of $1.46 and has an expiration date of 2.5 years

Filing Documents

• smsi-20241001.htm (8-K) — 49KB
• exhibit41-8xk.htm (EX-4.1) — 122KB
• exhibit42-8xk.htm (EX-4.2) — 121KB
• exhibit43-8xk.htm (EX-4.3) — 121KB
• exhibit51-8xk.htm (EX-5.1) — 17KB
• exhibit101-8xk.htm (EX-10.1) — 229KB
• exhibit102-8xk.htm (EX-10.2) — 251KB
• exhibit991-8xk.htm (EX-99.1) — 15KB
• exhibit992-8xk.htm (EX-99.2) — 14KB
• buchanan.jpg (GRAPHIC) — 18KB
• smithmicroa.jpg (GRAPHIC) — 76KB
• smithmicrob.jpg (GRAPHIC) — 82KB
• 0001628280-24-042168.txt ( ) — 1498KB
• smsi-20241001.xsd (EX-101.SCH) — 2KB
• smsi-20241001_lab.xml (EX-101.LAB) — 21KB
• smsi-20241001_pre.xml (EX-101.PRE) — 12KB
• smsi-20241001_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement- Registered Direct Offering On October 1, 2024, Smith Micro Software, Inc. (the "Company") entered into a securities purchase agreement (the "RDO Purchase Agreement") with certain institutional and accredited investors (the "RDO Purchasers") relating to the registered direct offering and sale of an aggregate of 3,321,881 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an offering price of $1.165 per share of Common Stock (the "Offering"). The shares of Common Stock were offered by the Company pursuant to a prospectus supplement dated October 1, 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 issued in the Offering is filed herewith as Exhibit 5.1. Pursuant to the RDO Purchase Agreement, in a concurrent private placement, the Company also agreed to sell to the RDO Purchasers unregistered warrants (the "Common Warrants") to purchase up to an aggregate of 3,321,881 shares of Common Stock (the "Common Warrant Shares"). Each unregistered Common Warrant has an exercise price of $1.04 per share, is exercisable at any time beginning six (6) months following their original issuance and will expire five years from the initial exercise date. Neither the Common Warrants nor the Common Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Common Warrants were, and Common Warrant Shares will be, issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering

02 Unregistered Sales of Equity Securities

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, Roth Warrant, Shares, Private Placement Common Warrants, and Private Placement Common Warrant Shares issuable thereunder are incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 2, 2024, the Company issued a press release announcing the pricing of each of the Offering and the Private Placement, respectively. A copy of the press release is attached hereto as Exhibit 99.1. On October 3, 2024, the Company issued a press release regarding the completion of the Offering and the Private Placement, respectively. 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 pr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Common Stock Purchase Warrant 4.2 Form of Private Placement Common Warrant 4.3 Form of Roth Warrant 5.1 Opinion of Buchanan Ingersoll & Rooney PC 10.1 Form of RDO Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated October 1, 2024* 10.2 Form of Private Placement Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated October 1, 2024* 23.1 Consent of Buchanan Ingersoll & Rooney (included in Exhibit 5.1) 99.1 Press Release dated October 2, 2024 99.2 Press Release dated October 3, 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: October 3, 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