Smith Micro OKs >20% share issuance under Nasdaq Rule 5635(d)

Smith Micro Software reported the results of its October 16, 2025 special meeting.

Rhea-AI Filing Summary

Smith Micro Software reported the results of its October 16, 2025 special meeting. Stockholders approved, for purposes of Nasdaq listing rule 5635(d), the issuance of shares of common stock underlying the common warrants issued under the July 17, 2025 Securities Purchase Agreement in an amount that, together with other shares issued under that agreement, may equal or exceed 20% of common stock outstanding.

A quorum was present with 11,159,156 shares represented out of 21,458,637 outstanding (52.00%). The Nasdaq Proposal passed with 10,547,202 for, 346,095 against, and 265,859 abstentions. The Adjournment Proposal also passed with 10,567,314 for, 327,028 against, and 264,814 abstentions.

Insights

Governance & Capital Markets Analyst

Shareholders cleared a 5635(d) threshold to permit potential warrant share issuances.

Approval under Nasdaq Rule 5635(d) allows Smith Micro to issue shares underlying previously issued common warrants from the July 17, 2025 agreement even if the total, with related shares, reaches or exceeds 20% of outstanding common stock. This vote satisfies a listing rule requirement and aligns the capital structure actions with exchange rules.

Turnout was adequate, with a 52.00% quorum, and the proposal received strong support (10,547,202 votes for). The Adjournment Proposal also passed, though it was not needed. Actual issuance volume and timing depend on warrant terms and holder actions; subsequent filings may provide additional details.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

What did Smith Micro (SMSI) stockholders approve at the special meeting?

They approved, for Nasdaq rule 5635(d), issuing shares underlying common warrants from the July 17, 2025 agreement that may equal or exceed 20% of outstanding common stock.

What were the vote totals for the Nasdaq Proposal at SMSI?

The vote was 10,547,202 for, 346,095 against, and 265,859 abstain.

Was there a quorum for Smith Micro’s special meeting and how large was it?

Yes. A quorum of 11,159,156 shares was represented out of 21,458,637 outstanding (52.00%).

Did SMSI stockholders approve the Adjournment Proposal?

Yes. The Adjournment Proposal passed with 10,567,314 for, 327,028 against, and 264,814 abstain.

Does the approval mean Smith Micro will receive proceeds now?

The disclosure addresses approval under Nasdaq listing rule 5635(d); it does not specify any cash proceeds in this context.

Which securities are covered by the approved issuance under Rule 5635(d)?

Shares of common stock underlying common warrants issued pursuant to the July 17, 2025 Securities Purchase Agreement, together with other shares issued under that agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/17/2025 - 12:00 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2025

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35525	33-0029027
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5800 Corporate Drive Pittsburgh, PA	15237
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SMSI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)         On October 16, 2025, Smith Micro Software, Inc. (the “Company”) held a special meeting of stockholders (the "Special Meeting"). Of the 21,458,637 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, 11,159,156 shares (or 52.00%), constituting a quorum, were represented in person (online) or by proxy at the Special Meeting.

(b)         Two proposals were submitted by the Company’s Board of Directors to a vote of Company stockholders, and the final results of the voting on each proposal are noted below.

The Company’s stockholders approved, for purposes of Nasdaq listing rule 5635(d), of the issuance of shares of our common stock underlying the common warrants issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated July 17, 2025, in an amount that, together with the other shares of common stock issued pursuant to such Securities Purchase Agreement, may equal or exceed 20% of our common stock outstanding (the “Nasdaq Proposal”), and shareholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Nasdaq Proposal (the “Adjournment Proposal”).

The final results of the voting on each proposal are set forth below.

Proposal No. 1 – Approval of the Nasdaq Proposal. The votes on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
10,547,202		346,095		265,859		0

Proposal No. 2 – Approval of the Adjournment Proposal. The votes on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
10,567,314		327,028		264,814		0

.

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 17, 2025	By:	/s/ Timothy C. Huffmyer
		Timothy C. Huffmyer
		Vice President, Chief Operating Officer and Chief Financial Officer