| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
SMITH MICRO SOFTWARE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
5800 CORPORATE DRIVE, PITTSBURGH,
PENNSYLVANIA
, 15237. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by William W. Smith, Jr. |
| (b) | William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (c) | William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (d) | During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock, convertible notes convertible into shares of Common Stock, and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule is hereby amended to add the following:
As noted in the Explanatory Note, on March 10, 2026 the Smith Living Trust purchased for investment purposes a common stock purchase warrant exercisable for 1,763,651 shares of Common Stock and a convertible note, the principal of which may be converted into 1,348,675 shares of Common Stock, which in each case as a result of the passage of time has become exercisable or convertible within 60 days. Under the terms of this convertible note and this warrant, the Smith Living Trust may not convert the convertible note or exercise any portion of this warrant to the extent such conversion or exercise (as the case may be) would cause the Reporting Person to beneficially own more than 49.99% of the Issuer's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such convertible note or upon exercise of such warrant (as the case may be). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.6% of the Common Stock) and shared voting and dispositive power over 5,689,613 shares (55.9% of the Common Stock), including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable). The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 5,748,317 shares (or 56.5%) of the Common Stock.
The above calculations are based on 5,589,914 shares of Common Stock outstanding (as reflected in the records of the Issuer's transfer agent) and 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable), in accordance with Rule 13d-3(d)(1)(i) and without regard to any exercise or conversion limitations contained therein. |
| (b) | Item 5(b) is hereby amended and restated as follows:
William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.6% of the Common Stock) and shared voting and dispositive power over 5,689,613 shares (55.9% of the Common Stock), including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 5,748,317 shares (or 56.5%) of the Common Stock.
The above calculations are based on 5,589,914 shares of Common Stock outstanding (as reflected in the records of the Issuer's transfer agent) and 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable), in accordance with Rule 13d-3(d)(1)(i) and without regard to any exercise or conversion limitations contained therein. |
| (c) | On July 12, 2026, as a result of the passage of time, two instruments held by the Smith Living Trust, for which William W. Smith, Jr. serves as co-trustee, became exercisable or convertible within sixty (60) days: (i) a common stock purchase warrant for 1,763,651 shares, and (ii) a convertible note, the principal of which may be converted into 1,348,675 shares. Under the terms of this convertible note and this warrant, the Smith Living Trust may not convert the convertible note or exercise any portion of this warrant to the extent such conversion or exercise (as the case may be) would cause the Reporting Person to beneficially own more than 49.99% of the Issuer's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such convertible note or upon exercise of such warrant (as the case may be). |
| (d) | Item 5(d) is hereby amended and restated as follows:
As identified above, 5,689,613 shares are held in the name of the Smith Living Trust, for which William W. Smith, Jr. and his spouse are co-trustees, including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable) and without regard to any exercise or conversion limitations contained therein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following information:
Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 7.1 - Form of Common Stock Purchase Warrant by and between the Issuer and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed on March 4, 2026: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928304.htm
Exhibit 7.2 - Form of Secured Convertible Note by and between the Issuer and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on March 4, 2026: https://www.sec.gov/Archives/edgar/data/0000948708/000143774926006913/ex_928306.htm |
