Smith Micro Software Reports Material Agreements & Equity Sales

TL;DR

SMSI filed an 8-K: new debt, sold stock, check exhibits.

AI Summary

Smith Micro Software, Inc. filed an 8-K on September 17, 2025, reporting on several key events that occurred on September 11, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The filing also lists financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial and dilution risks.

Key Players & Entities

• SMITH MICRO SOFTWARE, INC. (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported
• September 17, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-35525 (commission_file_number) — SEC File Number
• 330029027 (ein) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SMSI The Nasdaq Capital M
• $715,000 — to the Company an amount not to exceed $715,000 and Huffmyer will loan to the Company a
• $90,000 — to the Company an amount not to exceed $90,000, in each case in return for one or more
• $0.125 — Company will receive an amount equal to $0.125 per Warrant Share for each Warrant issu
• $833,000 — losings with Smith totals approximately $833,000 (comprised of approximately $709,706 as
• $709,706 — ly $833,000 (comprised of approximately $709,706 as a loan and approximately $123,293 fo
• $123,293 — ly $709,706 as a loan and approximately $123,293 for the purchase of the accompanying Wa
• $100,000 — sing with Huffmyer totals approximately $100,000 (comprised of approximately $85,030 as
• $85,030 — ly $100,000 (comprised of approximately $85,030 as a loan and approximately $14,970 for
• $14,970 — ely $85,030 as a loan and approximately $14,970 for the purchase of the accompanying Wa

Filing Documents

• smsi20250917_8k.htm (8-K) — 40KB
• ex_862123.htm (EX-4.1) — 122KB
• ex_862124.htm (EX-10.1) — 37KB
• ex_862125.htm (EX-10.2) — 15KB
• 0001437749-25-029302.txt ( ) — 387KB
• smsi-20250911.xsd (EX-101.SCH) — 3KB
• smsi-20250911_def.xml (EX-101.DEF) — 11KB
• smsi-20250911_lab.xml (EX-101.LAB) — 15KB
• smsi-20250911_pre.xml (EX-101.PRE) — 11KB
• smsi20250917_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Effective September 11, 2025, Smith Micro Software, Inc. (the "Company") entered into Note Purchase Agreements (the "Note Agreements") with the Smith Living Trust, for which William W. Smith, Jr., the Company's chairman, president and chief executive officer, and his wife, Dieva L. Smith, serve as co-trustees ("Smith") and with Timothy C. Huffmyer, the Company's chief operating officer and chief financial officer ("Huffmyer"). Pursuant to the Note Agreements, Smith will loan to the Company an amount not to exceed $715,000 and Huffmyer will loan to the Company an amount not to exceed $90,000, in each case in return for one or more secured promissory notes (the "Notes") and accompanying unregistered common stock purchase warrants. The Notes, secured by the Company's accounts receivable and certain other assets and bearing interest at a rate of 15.0% per annum, are due on or before March 31, 2026 (the "Maturity Date"), unless otherwise mutually agreed to by the parties. The transactions were approved by an independent committee of the Company's Board of Directors and the Company's Audit Committee. Each Note shall be accompanied by the issuance by the Company of an unregistered warrant (each, a "Warrant") to purchase up to a number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") equal to the principal amount of such Note divided by the Market Price (as defined under Nasdaq regulations) of the Company's Common Stock on the date of issuance (the "Warrant Shares"). The Company will receive an amount equal to $0.125 per Warrant Share for each Warrant issued. Each Warrant is exercisable at any time beginning six (6) months following its original issuance, will expire five years from the initial exercise date and has an exercise price equal to the greater of the Market Price on the date of the Note Agreement or on the date of issuance. The form of Warrant contains a "full-ratchet

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the Warrants and Warrant Shares are incorporated by reference into this Item 3.02. The Warrants were, and the 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 and Rule 506 promulgated under the Securities Act as sales to accredited investors.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains 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 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 projected in these forward-looking statemen

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Warrant 10.1 Form of Note Purchase Agreement 10.2 Form of Note 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: September 17, 2025 By: /s/ Jennifer M. Reinke Jennifer M. Reinke Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR