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Smith Micro Software Inc 8-K Filings

SMSI NASDAQ

Every 8-K that Smith Micro Software Inc (SMSI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SMSI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SMSI filings page.

Rhea-AI Summary

Smith Micro Software reported second quarter 2026 revenue of $4.3 million, slightly below $4.4 million a year earlier, while significantly improving profitability metrics. Gross profit rose to $3.5 million with gross margin expanding to 81.3% from 73.5%.

GAAP net loss attributable to common stockholders narrowed to $2.7 million (loss of $0.52 per share) from $15.1 million ($3.88 per share), and non-GAAP net loss improved to $1.0 million ($0.19 per share) from $2.8 million ($0.71 per share). For the first half of 2026, revenue was $8.6 million versus $9.0 million, with GAAP net loss reduced to $6.6 million from $20.2 million and non-GAAP net loss to $2.5 million from $5.6 million. Cash and cash equivalents were $2.8 million at June 30, 2026, after $5.9 million of net cash provided by financing activities and $4.6 million of net cash used in operations in the first half. Management highlights growing demand, new customer launches and an expanded SafePath® platform, while also disclosing risks including concentration with a few large customers, ongoing losses, the need to raise additional capital, and the ability to remain a going concern.

Rhea-AI Summary

Smith Micro Software, Inc. regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq notified the company that its common stock closed at or above $1.00 per share for 10 consecutive business days, from June 8, 2026 to June 22, 2026. This satisfies Nasdaq Listing Rule 5550(a)(2), so the prior deficiency notice has been resolved and the matter is now closed, removing the immediate risk of delisting related to bid price.

Rhea-AI Summary

Smith Micro Software, Inc. entered into inducement letter agreements with certain holders of existing common stock warrants to prompt immediate cash exercise. These warrants cover 487,349 shares of common stock and previously carried a $5.20 per share exercise price.

Under the new terms, the holders agreed to exercise their existing warrants for cash at a reduced exercise price of $3.35 per share. In return, the company will issue new unregistered common stock warrants for up to 487,349 additional shares at an exercise price of $3.80 per share, exercisable immediately for five years.

The transaction generated aggregate gross proceeds of approximately $1.6 million for the company, before expenses, which are expected to be used for working capital and general corporate purposes. Smith Micro plans to file a Form S-1 to register the resale of the shares issuable upon exercise of the new warrants, and expects the inducement transaction to close around June 15, 2026, subject to customary conditions.

Rhea-AI 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.

Rhea-AI Summary

Smith Micro Software reported first quarter 2026 results showing lower revenue but improved profitability. Revenue was $4.2 million for the quarter ended March 31, 2026, down from $4.6 million a year earlier, while gross margin expanded to 78.4% from 72.8%.

GAAP net loss narrowed to $3.9 million, or $0.15 per share, compared with a $5.2 million loss, or $0.28 per share, in the prior-year quarter. Non-GAAP net loss improved to $1.5 million, or $0.06 per share, from $2.9 million, or $0.16 per share. Cash and cash equivalents were $1.7 million at March 31, 2026, supported by $4.0 million of proceeds from convertible notes, notes payable and warrants offerings.

Rhea-AI Summary

Smith Micro Software entered a securities purchase agreement for secured convertible notes with aggregate principal of about $4.9 million at an initial conversion price of $0.68 per share, plus warrants for roughly 9.4 million shares. The unregistered private placement is expected to close around March 6, 2026, with proceeds used to repay up to $2.2 million of notes due March 31, 2026 and for general corporate purposes.

The notes carry interest of 8.0% per year, rising to 12.0% on default, mature on March 31, 2029, and are secured by certain company assets. Conversion and warrant exercises are subject to beneficial ownership caps of 19.99%, or 49.99% for the Smith Living Trust, which is a major investor in the deal.

The filing also details leadership changes effective at the close of business on March 31, 2026, with longtime CEO William W. Smith, Jr. becoming Executive Chairman and Timothy C. Huffmyer promoted to President and CEO, while Bethany M. Braund becomes Chief Financial Officer and Treasurer. Separately, Smith Micro reported $4.0 million in fourth-quarter 2025 revenue and a GAAP net loss of $4.7 million, and for full-year 2025, revenue of $17.4 million with a GAAP net loss of $30.1 million and ending cash of $1.5 million.

Rhea-AI Summary

Smith Micro Software, Inc. entered into a financing deal with the Smith Living Trust, a trust co‑managed by its chairman, president and CEO, William W. Smith, Jr., and his wife. The trust is providing funds through secured promissory notes and accompanying unregistered stock purchase warrants.

On February 3, 2026, the company closed an initial transaction for approximately $1,000,000, consisting of about $814,979 as a loan and roughly $185,021 for the warrant purchase. The note is secured by accounts receivable and certain other assets, carries 15.0% annual interest, and is due on or before March 31, 2026.

The warrant has a $0.68 exercise price, is exercisable from August 3, 2026 to August 3, 2031, and allows purchases of common stock. The company will file a registration statement to register the warrant shares for resale and plans to use net proceeds for working capital and general corporate purposes.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI 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.

Rhea-AI Summary

Smith Micro Software, Inc. filed a Current Report on Form 8-K describing the material terms of a Note Agreement and related Notes and Warrants, with the full forms attached as exhibits. The filing states the summary and exhibits are provided only to inform investors of the transaction terms and are qualified in full by the attached agreements. It discloses that the Warrants and resulting Warrant Shares were issued without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506, and that the creation of the debt obligation is reported under Item 2.03. The report includes a standard forward-looking statements caution explaining that projections and expectations may differ from actual results. Exhibits listed include the Form of Warrant, Form of Note Purchase Agreement, and related documents.

Rhea-AI 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.

Rhea-AI Summary

Smith Micro Software, Inc. (SMSI) disclosed in an 8-K that on 23 June 2025 it received a Nasdaq Listing Qualifications notice because the company’s common-stock closing bid price has remained below $1.00 for 30 consecutive business days, violating Rule 5550(a)(2) (the Minimum Bid Price Requirement).

The notice does not immediately affect SMSI’s listing; the shares continue to trade on the Nasdaq Capital Market under ticker SMSI. The company now has an initial 180-day grace period ending 22 December 2025 to regain compliance by posting a bid price of at least $1.00 for ten consecutive business days. If compliance is not achieved, SMSI may qualify for a second 180-day extension provided it meets all other listing standards and formally notifies Nasdaq of its remediation plan. Management is “monitoring the closing bid price” and evaluating options to cure the deficiency, but there is no assurance compliance will be regained, raising the risk of delisting and reduced share liquidity.

  • Rule cited: Nasdaq Marketplace Rule 5810(c)(3)(A).
  • Grace periods: up to 360 days in total.
  • Key risk: potential loss of Nasdaq listing if cure is unsuccessful.