Smith Micro Software Reports Definitive Agreement & Equity Sales

TL;DR

Smith Micro Software signed a deal, sold equity, and has new financial obligations.

AI Summary

On September 29, 2025, Smith Micro Software, Inc. entered into a material definitive agreement, likely related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing indicates unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This filing signals significant financial and corporate actions by Smith Micro Software, Inc., potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Smith Micro Software, Inc. (company) — Registrant
• September 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-35525 (commission_file_number) — Commission File Number
• 33-0029027 (irs_ein) — IRS Employer Identification No.
• 5800 Corporate Drive Pittsburgh, PA 15237 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SMSI The Nasdaq Capital M
• $400,000 — provide loans in an aggregate amount of $400,000, in each case in return for a secured p
• $0.73 — exercise price equal to the greater of $0.73 or the Market Price on the date of issu
• $400,000 b — by the Note Agreement is expected to be $400,000 before deducting transaction expenses pay

Filing Documents

• smsi20251001_8k.htm (8-K) — 38KB
• ex_865803.htm (EX-4.1) — 126KB
• ex_865804.htm (EX-10.1) — 48KB
• ex_865805.htm (EX-10.2) — 13KB
• 0001437749-25-030331.txt ( ) — 400KB
• smsi-20250929.xsd (EX-101.SCH) — 3KB
• smsi-20250929_def.xml (EX-101.DEF) — 11KB
• smsi-20250929_lab.xml (EX-101.LAB) — 15KB
• smsi-20250929_pre.xml (EX-101.PRE) — 11KB
• smsi20251001_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 29, 2025, Smith Micro Software, Inc. (the "Company") entered into a Note Purchase Agreement (the "Note Agreement") with certain accredited investors ("Purchasers"), pursuant to which the Purchasers have agreed to provide loans in an aggregate amount of $400,000, in each case in return for a secured promissory note (collectively, the "Notes") and an accompanying unregistered common stock purchase warrant (collectively, the "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 of 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"). 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 $0.73 or the Market Price on the date of issuance. The form of Warrant contains a "full-ratchet" anti-dilution adjustment, such that the exercise price will be adjusted if the Company issues Common Stock (or Common Stock equivalents) at a price below the exercise price of the Warrants. The number of shares issuable upon exercise of the Warrants will then be proportionately adjusted. Additionally, in the event of a reverse stock split, the exercise price of each Warrant is subject to adjustment (along with a proportionate adjustment in the number

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: October 2, 2025 By: /s/ Timothy C. Huffmyer Timothy C. Huffmyer Vice President, Chief Operating Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR