[8-K] SMITH MICRO SOFTWARE, INC. Reports Material Event

Rhea-AI Filing Summary

Smith Micro Software, Inc. disclosed agreements that create new notes and associated warrants under which the company has agreed to register the warrant shares for resale. The filing states the note agreements include customary representations, warranties and covenants and that the company will file a registration statement with the SEC to register the Warrant Shares. The Warrants and Warrant Shares were issued without registration in reliance on Section 4(a)(2) and Rule 506 as sales to accredited investors. The report also incorporates related disclosures into Items 2.03 and 3.02 and contains standard forward-looking statement language.

Positive

• Company agreed to file a registration statement to register Warrant Shares for resale, which can improve liquidity for warrant holders
• Note agreements contain customary representations and covenants, indicating the transaction follows standard market practices

Negative

• Creation of a direct financial obligation through the issued notes increases the company's liabilities
• Warrants and Warrant Shares were issued without registration, relying on private-offering exemptions which may limit initial investor breadth

Insights

Securities Analyst

TL;DR: Company executed note and warrant agreements, will register warrant shares, and relied on private-offering exemptions for initial issuance.

The agreements create a direct financial obligation through issued notes and include warrants convertible into registered shares once the company completes the SEC registration. Issuance relied on Section 4(a)(2) and Rule 506, indicating sales were to accredited investors and not a public offering. The filing emphasizes that the exhibited agreements are summaries and contain contractual representations made for contractual allocation of risk rather than standalone factual disclosures.

Corporate Governance Expert

TL;DR: Transaction uses customary contractual terms and includes a registration undertaking for warrant resale, but contractual reps are limited to counterparties.

The company highlights that representations and warranties in the agreements are typical and limited to the parties and that subsequent factual changes may not be reflected in public filings. This framing is standard but signals investors should review the full exhibited agreements to assess covenant specifics, conversion mechanics and any financial covenants that create ongoing obligations.

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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): September 11, 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		The Nasdaq Capital Market

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 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” 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 of shares) if the market price of the Common Stock is less than the exercise price of the Warrants (after giving effect to the split) during a period before and after the effective date of the reverse split. However, no adjustment to the exercise price (or proportional adjustment to the number of shares) shall be made under the “full-ratchet” adjustment or the anti-dilution adjustment, unless and until the Company has received approval from the Company’s stockholders in accordance with Nasdaq Listing Rule 5635. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Warrants were, and 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.

The Company and Smith completed an initial closing of the transactions contemplated by the Note Agreements on September 11, 2025, and the Company completed subsequent closings with each of Smith and Huffmyer on September 17, 2025. The gross proceeds to the Company from the closings with Smith totals approximately $833,000 (comprised of approximately $709,706 as a loan and approximately $123,293 for the purchase of the accompanying Warrants) and the gross proceeds to the Company from the closing with Huffmyer totals approximately $100,000 (comprised of approximately $85,030 as a loan and approximately $14,970 for the purchase of the accompanying Warrants), in each case, before deducting transaction expenses payable by the Company. The Company anticipates that it will present the adjustment provisions in the Warrants for approval by stockholders no later than its next annual meeting of stockholders. The Company expects to use the net proceeds from the transactions for working capital and general corporate purposes.

The Note Agreements contain representations, warranties and covenants made by the Company that are customary for transactions of this type. Pursuant to the Note Agreements, the Company has agreed to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) registering the Warrant Shares for resale.

The foregoing is only a summary of the material terms of the Note Agreements, the Notes and the Warrants, and is qualified in its entirety by reference to the full text of such agreements, the forms of which are attached hereto and incorporated by reference herein. The foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the agreements are filed with this report only to provide investors with information regarding the terms of the transactions contemplated thereby, and not to provide investors with any other factual information regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

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

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 statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

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

FAQ

What did Smith Micro (SMSI) disclose in this Form 8-K?

The company disclosed note purchase and warrant agreements that create notes and warrants and stated it will file a registration statement to register the Warrant Shares.

Were the warrants issued by SMSI registered at issuance?

No. The Warrants and Warrant Shares were issued without registration in reliance on Section 4(a)(2) of the Securities Act and Rule 506 as sales to accredited investors.

Will the Warrant Shares become tradable for resale?

The company has agreed to file a registration statement with the SEC registering the Warrant Shares for resale, according to the filing.

Does the filing describe the full terms of the agreements?

The filing includes a summary and states the full text of the agreements are attached as exhibits and incorporated by reference.

Did the company disclose forward-looking statements?

Yes. The filing contains standard forward-looking statement language and cautions about risks, uncertainties and assumptions.