SMITH MICRO SOFTWARE, INC. (SMSI) SEC Filings, Sep-Oct 2025

Smith Micro Software (SMSI) director Thomas G. Campbell reported acquiring 7,993 shares of common stock at $0 on 10/09/2025.

The filing states this was an unrestricted stock award granted in lieu of fourth quarter 2025 cash compensation for service as a non-employee director. After the award, Campbell beneficially owns 37,206 shares, held directly.

Smith Micro Software (SMSI) reported an insider transaction by a director. On 10/09/2025, the director acquired 7,993 shares of common stock as an unrestricted stock award, granted in lieu of fourth quarter 2025 cash compensation for service as a non-employee director.

Following this award, the reporting person beneficially owns 75,507 shares directly. The filing also lists 1,875 shares held via a spouse’s IRA and 1,875 shares each held by MJA Investment and JBA Investment.

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.

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.

Smith Micro Software, Inc. filed a Form D to report a Regulation D exempt offering under Rule 506(b). The company registered a total offering size of $1,415,000 and has sold $933,000, leaving $482,000 available. The notice lists the issuer as a Delaware corporation with headquarters at 5800 Corporate Drive, Pittsburgh, PA. The offering is a new notice with a first sale on 2025-09-11 and the filing signed by Timothy C. Huffmyer on 2025-09-23. Securities types reported include debt, options/warrants, and the underlying securities to be issued on exercise. The issuer intends to use net proceeds for working capital and general corporate purposes. Two investors are reported and no sales commissions or finders' fees are indicated.

Smith Micro Software presents transaction and proxy disclosures relating to a securities purchase agreement and related issuance of common stock and warrants. The Company agreed to sell an aggregate of 1,612,903 Shares and accompanying Common Warrants at closing, and the Registration Statement supporting the resale of these securities became effective on May 16, 2025. The agreement includes standard representations and warranties about organization, financial statements, compliance and intellectual property, and contains transfer, legend removal and delivery mechanics for issued shares and warrant shares.

The proxy seeks stockholder approval required under Nasdaq listing rules because the issuance (together with other shares issued under the Securities Purchase Agreement) may equal or exceed 20% of outstanding common stock. The Company must hold a stockholder meeting no later than October 17, 2025 to obtain required approvals and will use proceeds as described in the prospectus supplement.

William W. Smith Jr., a director, president and CEO and 10% owner of Smith Micro Software, Inc. (SMSI), reported on Form 4 the purchase of a common stock purchase warrant on 09/17/2025. The warrant, with a $0.73 exercise price, covers 518,561 shares and is exercisable beginning 03/17/2026 and expires 03/17/2031. The instrument was acquired by the Smith Living Trust, for which Mr. Smith serves as co-trustee, together with a promissory note for aggregate consideration of approximately $433,000. Following the transaction the trust beneficially owns 518,561 warrants tied to the companys common stock.

Smith Micro Software director and officer Timothy C. Huffmyer acquired 119,760 common stock purchase warrants on 09/17/2025 at a $0.73 exercise price. The warrants are exercisable beginning 03/17/2026 and expire 03/17/2031, and correspond to 119,760 underlying common shares owned directly after the transaction. The filing states the warrants were purchased from the issuer together with a promissory note for aggregate consideration of approximately $100,000.

The Form 4 was signed by an attorney-in-fact on behalf of Mr. Huffmyer on 09/18/2025. The report discloses no other transactions, amendments, or material terms beyond the warrant details and purchase consideration.

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.