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Smith Micro (NASDAQ: SMSI) adopts 1-for-5 reverse split and okays warrant share issuances

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Smith Micro Software is implementing a reverse stock split after stockholder approval. The Board set the ratio at one-for-five, so every five existing common shares will become one new share, effective at June 4, 2026, with fractional shares rounded up to a whole share.

The stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on June 5, 2026 under the same ticker, SMSI, with a new CUSIP 832154504. Stockholders also approved eight proposals at the annual meeting, including an equity incentive plan amendment and Nasdaq-related approvals for issuing warrant shares that may equal or exceed 20% of common stock outstanding.

Positive

  • None.

Negative

  • Potential dilution from warrant and plan approvals: Stockholders approved Nasdaq Proposals I and II and an Omnibus Equity Incentive Plan amendment, allowing issuance of warrant and equity award shares that may equal or exceed 20% of common stock outstanding, which could materially increase the share count if fully utilized.

Insights

Reverse split and warrant-related share issuances reshape SMSI’s capital structure.

Smith Micro Software received stockholder approval for a reverse stock split and the Board fixed the ratio at one-for-five. This consolidates existing common shares without reducing the authorized share count, so the company retains flexibility to issue shares in the future.

Stockholders also approved amendments to the Omnibus Equity Incentive Plan and two Nasdaq proposals covering shares issuable upon exercise of previously issued and private‑placement warrants, including amounts that may equal or exceed 20% of common stock outstanding. These approvals permit potentially significant future share issuance tied to those warrants and equity awards.

The reverse split becomes effective at 11:59 p.m. Eastern Time on June 4, 2026, with trading on a split‑adjusted basis beginning June 5, 2026. Future company disclosures will clarify how much of the approved capacity is ultimately used through warrant exercises and equity grants.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-5 Final ratio approved by Special Committee on May 26, 2026
Reverse split effective time 11:59 p.m. Eastern Time Effective on June 4, 2026
New CUSIP 832154504 CUSIP for SMSI common stock after reverse split
Trading start date post-split June 5, 2026 Split-adjusted trading on Nasdaq Capital Market
Nasdaq Proposal I threshold 20% of common stock Warrant shares may equal or exceed this portion of outstanding common stock
Proposal 7 for votes 15,997,732 shares Votes in favor of authorizing reverse split range
Proposal 4 for votes 10,110,581 shares Support for Omnibus Equity Incentive Plan amendment
Proposal 3 for votes 16,607,751 shares Votes in favor of ratifying SingerLewak LLP as auditor
reverse stock split financial
"to effect a reverse stock split of the Company’s Common Stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Omnibus Equity Incentive Plan financial
"Stockholders approved an amendment to the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan."
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
Nasdaq listing rule 5635(d) regulatory
"for purposes of Nasdaq listing rule 5635(d), related to the issuance of shares"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
private placement securities purchase agreement financial
"pursuant to the terms of that certain private placement securities purchase agreement, dated November 5, 2025."
independent registered public accounting firm financial
"ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
false 0000948708 0000948708 2026-05-26 2026-05-26
 
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): May 26, 2026
 
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 DrivePittsburgh, PA15237
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (412) 837-5300
 
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:
 
☐
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, $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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 26, 2026, the stockholders of Smith Micro Software, Inc. (the “Company”) approved a proposal at an annual meeting of stockholders (the “Annual Meeting”) to amend the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s Common Stock, par value $0.001 per share (the Company’s “Common Stock”), at a ratio between one-for-three (1:3) and one-for-ten (1:10), without reducing the authorized number of shares of Common Stock. On May 26, 2026, a Special Committee of the Company’s Board of Directors approved a final reverse stock split ratio of one-for-five (1:5). Following such approval, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on June 4, 2026.
 
As a result of the reverse stock split, every five shares of the Company’s Common Stock, whether issued and outstanding or held by the Company as treasury stock, will automatically be combined and converted (without any further act) into one share of fully paid and nonassessable share of Company Common Stock. No fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock that would otherwise be issued as a result of the reverse stock split will be rounded up to the nearest whole share of Common Stock.
 
The new CUSIP number for the Company’s Common Stock following the reverse stock split is 832154504. The Company’s Common Stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on June 5, 2026 on a split-adjusted basis under the current ticker symbol “SMSI.”
 
The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1(a) and is incorporated herein by reference.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
(a) The Company held its annual meeting of stockholders on May 26, 2026.
 
(b) Eight (8) proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
 
Proposal No. 1: Stockholders elected two directors to the Company’s Board of Directors to hold office until the Company’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The votes on this proposal were as follows:
 
Name of Nominee
 
For
 
Withheld
 
Broker Non Vote
Timothy C. Huffmyer
 
11,728,892
 
245,431
 
4,964,913
William W. Smith, Jr.
 
11,418,873
 
555,450
 
4,964,913
 
Proposal No. 2: Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
10,943,336
 
560,907
 
470,080
 
4,964,913
 
 
 
 
 
 
 
 
Proposal No. 3: Stockholders ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
16,607,751
 
285,527
 
45,958
 
0
 
 
Proposal No. 4: Stockholders approved an amendment to the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
10,110,581
 
1,840,252
 
23,490
 
4,964,913
 
Proposal No. 5: The Company’s stockholders approved a proposal (“Nasdaq Proposal I”), for purposes of Nasdaq listing rule 5635(d), related to the issuance of shares of our common stock underlying the common stock purchase warrants issued by us pursuant to the terms of note purchase agreements, dated as of September 11, 2025 and September 29, 2025 in amounts that may equal or exceed 20% of our common stock outstanding. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
11,393,043
 
551,644
 
29,636
 
4,964,913
 
Proposal No. 6: The Company’s stockholders approved a proposal (“Nasdaq Proposal II”), for purposes of Nasdaq listing rules 5635(c) and (d), of the issuance of shares of our common stock underlying the common stock purchase warrants issued by us pursuant to the terms of that certain private placement securities purchase agreement, dated November 5, 2025. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
9,216,638
 
490,142
 
2,267,543
 
4,964,913
 
Proposal No. 7: The Company’s stockholders approved an amendment to our Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split of our outstanding shares of Common Stock, at a ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non Vote
15,997,732
 
918,755
 
22,749
 
0
 
Proposal No. 8: The Company’s stockholders approved a proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve Proposals Four, Five, Six, or Seven. 
 
For
 
Against
 
Abstain
 
Broker Non Vote
15,677,466
 
1,235,698
 
26,072
 
0
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
 
Exhibits
3.1(a)
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Smith Micro Software, Inc.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
SIGNATURE
 
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 hereunto duly authorized.
 
 
SMITH MICRO SOFTWARE, INC.
 
 
 
Date: May 26, 2026
/s/ Timothy C. Huffmyer
 
Name: 
Timothy C. Huffmyer
 
Title:
President and Chief Executive Officer
 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Smith Micro Software (SMSI) approve?

Smith Micro Software approved a one-for-five reverse stock split. Every five shares of existing common stock will automatically combine into one new share, with no cash sent for fractions. Any fractional share resulting from the split will be rounded up to the nearest whole share.

When does the Smith Micro (SMSI) reverse split take effect and trade?

The reverse split is effective late on June 4, 2026. It becomes effective at 11:59 p.m. Eastern Time, and SMSI common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market on June 5, 2026 under the same ticker.

Did Smith Micro (SMSI) change its authorized share count with the reverse split?

No, the authorized common share count remains unchanged. The reverse stock split combines every five outstanding or treasury shares into one share, but specifically states it is effected without reducing the authorized number of shares of common stock under the certificate of incorporation.

What other key items passed at Smith Micro’s 2026 annual meeting?

Stockholders approved all eight proposals presented. They elected two directors, approved a non-binding advisory vote on executive compensation, ratified SingerLewak LLP as auditor for 2026, amended the Omnibus Equity Incentive Plan, authorized the reverse split range, and approved a potential adjournment to solicit additional proxies if needed.

How did Smith Micro (SMSI) handle fractional shares in the reverse split?

No fractional shares will be issued in the reverse stock split. Instead of issuing fractions, each fractional share that would result from converting five old shares into one will be rounded up, so affected stockholders receive an additional whole share of common stock.

Filing Exhibits & Attachments

5 documents

Other Documents