Smith Micro Software, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SMSI The Nasdaq Capital M
• $0.6708 — "Common Stock") at an offering price of $0.6708 per share of Common Stock (the "Offerin
• $1.15 m — he completed Offering was approximately $1.15 million, before deducting offering expens
• $1.5 m — ted Private Placement was approximately $1.5 million, before deducting offering expens
• $125,000 — the Placement Agent's expenses of up to $125,000, payable immediately upon the Closing o

Filing Documents

• smsi20251107_8k.htm (8-K) — 49KB
• ex_885098.htm (EX-4.1) — 104KB
• ex_885099.htm (EX-4.2) — 104KB
• ex_885100.htm (EX-5.1) — 19KB
• ex_885101.htm (EX-10.1) — 223KB
• ex_885102.htm (EX-10.2) — 215KB
• ex_885141.htm (EX-10.3) — 103KB
• ex_885104.htm (EX-99.1) — 17KB
• buchanan.jpg (GRAPHIC) — 4KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-25-034101.txt ( ) — 1167KB
• smsi-20251105.xsd (EX-101.SCH) — 3KB
• smsi-20251105_def.xml (EX-101.DEF) — 11KB
• smsi-20251105_lab.xml (EX-101.LAB) — 15KB
• smsi-20251105_pre.xml (EX-101.PRE) — 11KB
• smsi20251107_8k_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 November 5, 2025, 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 1,714,373 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an offering price of $0.6708 per share of Common Stock (the "Offering"). The shares of Common Stock were offered by the Company pursuant to a prospectus supplement dated November 5, 2025, and accompanying prospectus dated May 16, 2025, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-287029), which was declared effective by the Securities and Exchange Commission ("SEC") on May 16, 2025. 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 1,714,373 shares of Common Stock (the "Common Warrant Shares"). Each unregistered Common Warrant has an exercise price of $0.6708 per share, is exercisable at any time beginning six 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 offer

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 Common Warrants, Common Warrant Shares issuable thereunder, Shares, Private Placement Common Warrants, and Private Placement Common Warrant Shares issuable thereunder are incorporated by reference into this Item 3.02. The Shares, Common Warrants, and Private Placement Common Warrants were and the Shares, Common Warrant Shares, and Private Placement Common Warrant Shares will be, issued without registration under the Securities Act, in reliance upon 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 5, 2025, the Company issued a press release announcing each of the Offering and the Private Placement, respectively. A copy of the press release is attached as Exhibit 99.1 hereto. 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 p

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 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 November 5, 2025 10.2* Form of Private Placement Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated November 5, 2025 10.3* Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC, dated November 5, 2025 23.1 Consent of Buchanan Ingersoll & Rooney (included in Exhibit 5.1) 99.1 Press Release dated November 5, 2025 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 of 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: November 10, 2025 By: /s/ Timothy C. Huffmyer Timothy C. Huffmyer Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

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