Smith Micro Software Inc SEC Filings

Smith Micro Software (SMSI) reported insider equity activity by VP, COO, CFO and Treasurer Timothy C. Huffmyer on a Form 4. The filing shows routine share movements tied to vesting and grant terms.

On 11/11/2025, 294 shares of common stock were withheld at an average vesting price of $0.7752 for tax withholding, and 9,676 shares of restricted stock were disposed at $0 due to forfeiture under the grant’s terms. On 11/12/2025, 19,143 shares were withheld at an average vesting price of $0.6845 for tax withholding. Following these transactions, directly held shares moved from 179,581 to 169,905 and then to 150,762.

Smith Micro Software (SMSI) President and CEO William W. Smith, Jr. filed a Form 4 reporting routine equity award events. On 11/11/2025 and 11/12/2025, a total of 31,813 common shares were withheld to cover taxes upon vesting at average prices of $0.7752 and $0.6995, respectively. On 11/11/2025, 12,901 restricted shares were forfeited in accordance with the grant terms.

Following these transactions, he beneficially owned 249,348 shares directly. He also reported 5,592,968 shares held indirectly through the Smith Living Trust.

Smith Micro Software (SMSI) reported an insider purchase by President, CEO, Director, and 10% Owner William W. Smith Jr. (via Smith Living Trust). The trust acquired 2,236,136 shares of common stock at $0.6708 per share on 11/07/2025 and received a warrant to purchase an equal number of shares.

The warrant becomes exercisable upon the date it is approved by the company’s stockholders in accordance with applicable Nasdaq rules and will expire five years after that approval date. Following the transaction, beneficial holdings were 5,592,968 shares indirect (Smith Living Trust) and 294,062 shares direct, with 2,236,136 warrants indirect.

Smith Micro Software entered financing agreements to raise equity. The company completed a registered direct sale of 1,714,373 shares of common stock at $0.6708 per share, generating approximately $1.15 million in gross proceeds. In a concurrent private placement with its Chief Executive Officer, the company sold 2,236,136 unregistered shares at $0.6708 per share for approximately $1.5 million in gross proceeds.

Both transactions included five-year warrants: investors received warrants to purchase up to 1,714,373 shares at $0.6708 per share, exercisable beginning six months after issuance, and the CEO received warrants to purchase up to 2,236,136 shares at $0.6708 per share, exercisable following stockholder approval. The company plans to use net proceeds for working capital and general corporate purposes, with closing on or about November 6, 2025.

The company agreed to file a resale registration within 60 days and seek effectiveness within 120 days. It also agreed to a 30‑day issuance and filing pause and a three‑month restriction on Variable Rate Transactions. The placement agent will receive a 6.0% cash fee and up to $125,000 in expenses.

Smith Micro Software, Inc. (SMSI) is offering 1,714,373 shares of common stock at $0.6708 per share in a registered direct offering. The company expects gross proceeds of $1,150,001.41 and estimates net proceeds of approximately $0.9 million after expenses, to be used for general corporate purposes and working capital. Roth Capital Partners is acting as placement agent, with a $45,000 fee. Delivery of shares is expected on or about November 6, 2025.

In a concurrent private placement, the company will issue unregistered Warrants to purchase up to 1,714,373 shares at an exercise price of $0.6708 per share, exercisable after six months and expiring five and one‑half years from issuance; the company agreed to file a resale registration statement for the Warrant Shares. Shares outstanding immediately after this offering are expected to be 23,300,085, assuming no November Private Placement closing and no warrant exercises.

Smith Micro Software (SMSI) reported Q3 2025 results showing revenue of $4.347 million, down slightly from $4.648 million a year ago. The quarter’s operating loss narrowed to $4.485 million from $6.507 million, and net loss was $4.535 million versus $6.369 million. For the nine months, net loss was $24.774 million compared with $44.306 million last year, reflecting prior-period goodwill impairments and ongoing cost actions.

Liquidity remains tight. Cash and cash equivalents were $1.394 million, with net cash used in operations of $5.007 million for the nine months. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing recurring losses and negative cash flows, while outlining cost reductions and potential capital raises.

During the quarter, the company closed a July 2025 registered direct offering of 1,612,903 shares at $0.93 and issued warrants with full‑ratchet features, and raised approximately $1.2 million through September 2025 secured notes bearing 15.0% interest, each with accompanying warrants. A deemed dividend of $0.635 million was recorded due to warrant repricing. Shares outstanding were 21,585,712 as of November 3, 2025.

Smith Micro Software (SMSI) furnished a press release announcing its financial results for the three and nine months ended September 30, 2025. The press release is provided as Exhibit 99.1.

Consistent with General Instruction B.2, the information under Item 2.02 (and incorporated into Item 7.01) is furnished, not filed, and therefore is not subject to Section 18 liability nor automatically incorporated into Securities Act filings.

Smith Micro Software (SMSI) reported a director equity award on Form 4. Director Gregory J. Szabo received 7,993 shares of common stock on 10/09/2025 as an unrestricted stock award in lieu of fourth quarter 2025 cash compensation for non-employee director service. The shares were granted at a reported price of $0. Following this transaction, Szabo beneficially owns 60,993 shares, held directly.

Smith Micro Software (SMSI) director Asha Keddy acquired 7,993 shares of common stock on 10/09/2025. The shares were granted at $0 as an unrestricted stock award in lieu of fourth quarter 2025 cash compensation for service as a non-employee director.

Following the award, Keddy beneficially owns 42,129 shares, held directly.