SMSI / Smith Micro Software, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

1,612,903 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289351 PROSPECTUS 1,612,903 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributes and successors-in-interest from time to time, of up to 1

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 7, 2025

Table of Contents As filed with the Securities and Exchange Commission on August 7, 2025 Registration Statement No.

Filing Fee Table

Calculation of Filing Fee Tables S-1 SMITH MICRO SOFTWARE, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward

Filing Fee Table

Calculation of Filing Fee Tables S-8 SMITH MICRO SOFTWARE, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.001 per share Other 250,000 $ 0.675 $ 168,750.00 0.0001531 $ 25.84 Total Offeri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35525 SMITH MICRO SOFTWARE, INC.

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Filing Fee Table

Calculation of Filing Fee Tables S-8 SMITH MICRO SOFTWARE, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.001 per share Other 3,000,000 $ 0.675 $ 2,025,000.00 0.0001531 $ 310.03 Total O

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): August 6, 2025 Smith Micro Softwa

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): August 6, 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) (Commissi

Smith Micro Reports Second Quarter 2025 Financial Results Company expects sequential quarterly revenue growth for the second half of 2025

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter 2025 Financial Results Company expects sequential quarterly revenue growth for the second half of 2025 PITTSBURGH, PA, August 6, 2025 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its second quarter ended

Smith Micro Announces Follow-On Offering

Exhibit 99.1 PR/IR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Follow-On Offering PITTSBURGH, PA July 17, 2025 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (Nasdaq: SMSI) today announced that it has entered into a definitive agreement with certain institutional and accredited investors for the issuance of an aggregate of 1,6

Smith Micro Announces Closing of Follow-On Offering

Exhibit 99.2 PR/IR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Closing of Follow-On Offering PITTSBURGH, PA July 18, 2025 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (Nasdaq: SMSI) today announced the closing of its offering of 1,612,903 registered shares of its common stock (together with accompanying unregistered warrants

Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement dated July 17, 2025, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 18, 2025

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement (Registered Shelf Takedown Offering) by and among the Registrant and the Purchasers party thereto, dated July 17, 2025, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 18, 2025

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2025, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

Smith Micro Software, Inc. 1,612,903 shares of Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated May 16, 2025) Registration No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 17, 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) (Commissio

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): June 23, 2025 Smith Micro Softwar

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): June 23, 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) (Commissio

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): June 3, 2025 Smith Micro Software

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): June 3, 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

PR INQUIRIES: IR INQUIRIES: Smith Micro Software Smith Micro Software Kelly Sulkosky Charles Messman +1 (412) 837-5300 +1 (949) 362-5800 [email protected] [email protected] Smith Micro Announces New Chief Operating Officer and Chief Financial Officer

Exhibit 99.1 PR INQUIRIES: IR INQUIRIES: Smith Micro Software Smith Micro Software Kelly Sulkosky Charles Messman +1 (412) 837-5300 +1 (949) 362-5800 [email protected] [email protected] Smith Micro Announces New Chief Operating Officer and Chief Financial Officer Tim Huffmyer will return to Smith Micro in newly-created dual role PITTSBURGH, PA, May 27, 2025 – Smith Micro Software, Inc. (Nasdaq: SM

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 21, 2025 Smith Micro Software

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 21, 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

Offer letter between the Company and Timothy C. Huffmyer, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 27, 2025

Exhibit 10.1 May 20, 2025 Timothy C. Huffmyer Dear Tim: On behalf of Smith Micro Software, Inc. (“Smith Micro” or the “Company”) it is a pleasure to extend to you an offer of employment as Vice President, Chief Operating Officer and Chief Financial Officer. If you accept this offer, you will begin work on June 9, 2025 and report to Bill Smith, President and Chief Executive Officer of Smith Micro.

May 14, 2025

May 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35525 SMITH MICRO SOFTWARE, INC.

As filed with the Securities and Exchange Commission on May 7, 2025.

As filed with the Securities and Exchange Commission on May 7, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smith Micro Software, Inc. (Exact name of registrant as specified in its charter) Delaware 33-0029027 (State or other jurisdiction of incorporation or organization) (I.R.S.

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 7, 2025 Smith Micro Software,

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 7, 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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) SMITH MICRO SOFTWARE, INC.

Smith Micro Reports First Quarter 2025 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2025 Financial Results PITTSBURGH, PA, May 7, 2025 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its first quarter ended March 31, 2025. “During our first quarter, we continued executing on our initiatives

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Form of Nonqualified Stock Option Agreement under the Amended and Restated Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.3.7 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024, filed on March 12, 2025

Exhibit 10.3.7 SMITH MICRO SOFTWARE, INC. AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made as of (the “Grant Date”), by and between Smith Micro Software, Inc. (the “Company”), and (the “Optionee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan

Smith Micro Software, Inc. Insider Trading Policy

Exhibit 19.1 The following information relates to the trading of Smith Micro Software, Inc. (the “Company”) shares of stock by the Company’s directors, officers and employees. This memo is divided into two sections: Section I, which relates to the guidelines as prescribed by SEC Rule 10b-5, and Section II, which is Smith Micro Software, Inc.’s revised policy on the trading of Company stock. Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 01-35525 SMITH MICRO

Form of Warrant Amendment

Exhibit 4.16 SMITH MICRO SOFTWARE, INC. January 9, 2025 To: Holder of Warrant Issued October 2, 2024 Re: Warrant Amendment Letter – Early Exercise of Warrants Issued October 2024 Dear Holder: Smith Micro Software, Inc. (the “Company”) is pleased to offer to you (“Holder” or “you”) the opportunity to exercise the Common Stock Purchase Warrant to purchase shares of the Company’s common stock, par va

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024 filed on March 12, 2025

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. Smith Micro Software d.o.o. Belgrade, a Serbia limited liability company 2. Smith Micro Software, Unipessoal Lda, a Portuguese corporation

Smith Micro Reports Fourth Quarter and Fiscal Year 2024 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Fourth Quarter and Fiscal Year 2024 Financial Results PITTSBURGH, PA, March 11, 2025 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2024. “Looking back on 2024, it wa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 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) (Commissi

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): January 8, 2025 Smith Micro Softw

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): January 8, 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) (Commiss

Submission of Matters to a Vote of Security Holders

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): December 10, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

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): November 26, 2024 Smith Micro Sof

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): November 26, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

SMSI / Smith Micro Software, Inc. / Iroquois Capital Management, LLC Passive Investment

SC 13G/A 1 c110580sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* Smith Micro Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 832154405 (CUSIP Number) September 30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35525 SMITH MICRO SOFTWARE,

Smith Micro Reports Third Quarter 2024 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Third Quarter 2024 Financial Results PITTSBURGH, PA, November 13, 2024 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its third quarter ended September 30, 2024. “We believe that the actions that we’ve taken to rationali

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

8,492,095 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282858 PROSPECTUS 8,492,095 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributes and successors-in-interest from time to time, of up to 8

Other Events

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): November 12, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

As filed with the Securities and Exchange Commission on October 28, 2024

As filed with the Securities and Exchange Commission on October 28, 2024 Registration Statement No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Smith Micro Software, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 1, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Roth Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Smith Micro Completes Concurrent Equity Offerings Raising $6.9 Million Founder and CEO Bill Smith Leads with $3.0 Million Investment

Exhibit 99.2 PR/IR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Completes Concurrent Equity Offerings Raising $6.9 Million Founder and CEO Bill Smith Leads with $3.0 Million Investment PITTSBURGH, PA October 3, 2024 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI) today announced the completion of investments in Company secu

Form of Private Placement Common Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2024, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condi

Form of Private Placement Purchase Agreement by and among the Company and the Purchasers party thereto, dated October 1, 2024, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 3, 2024

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2024, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condi

Smith Micro Founder and CEO Bill Smith to Invest $3.0 Million in Financing Anticipated Proceeds of Two Concurrent Financings Total $6.9 Million

Exhibit 99.1 PR/IR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Founder and CEO Bill Smith to Invest $3.0 Million in Financing Anticipated Proceeds of Two Concurrent Financings Total $6.9 Million PITTSBURGH, PA October 2, 2024 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI) today announced that it has entered into definitiv

Smith Micro Software, Inc. 3,321,881 shares of Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated May 12, 2022) Registration No.

September 16, 2024

September 16, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Smith Micro Software, Inc.

As filed with the Securities and Exchange Commission on August 7, 2024

As filed with the Securities and Exchange Commission on August 7, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35525 SMITH MICRO SOFTWARE, INC.

Smith Micro Reports Second Quarter 2024 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter 2024 Financial Results PITTSBURGH, PA, August 1, 2024 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its second quarter ended June 30, 2024. “With the commercial launch of Boost Family Guard during the sec

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): August 1, 2024 Smith Micro Softwa

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): August 1, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

2,043,700 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280542 PROSPECTUS 2,043,700 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributes and successors-in-interest from time to time, of up to 2

July 8, 2024

July 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Smith Micro Software, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Smith Micro Software, Inc.

As filed with the Securities and Exchange Commission on June 27, 2024

As filed with the Securities and Exchange Commission on June 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 27, 2024

As filed with the Securities and Exchange Commission on June 27, 2024 Registration Statement No.

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): June 18, 2024 Smith Micro Softwar

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): June 18, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Placement Agency Agreement by and between the Registrant and Roth Capital Partners, LLC, dated May 10 2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 10, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Smith Micro Software, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,105,655 of securities of the Company, including,

Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SMITH MICRO SOFTWARE, INC. Warrant Shares: Initial Exercise Date: May 14, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Smith Micro Announces Closing of Follow-on Offering

Exhibit 99.2 PR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Closing of Follow-on Offering PITTSBURGH, PA May 14, 2024 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless service providers, today announced the closing of its offering of 1,910,000

Form of Securities Purchase Agreement by and among the Registrant and the Purchasers signatory thereto, dated May 10, 2024, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 10, 2024, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio

Smith Micro Announces Follow-on Offering

Exhibit 99.1 PR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Follow-on Offering PITTSBURGH, PA May 10, 2024 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless service providers, today announced that it has entered into a definitive agreement with

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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 10, 2024 Smith Micro Software

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 10, 2024 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

Form of Common Stock Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 14, 2024

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Smith Micro Software, Inc. 1,065,000 shares of Common Stock Pre-Funded Warrants to purchase up to 845,000 shares of Common Stock (and the 845,000 shares of Common Stock underlying the Pre-Funded Warrants)

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated May 12, 2022) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement

Smith Micro Reports First Quarter 2024 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2024 Financial Results PITTSBURGH, PA, May 8, 2024 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its first quarter ended March 31, 2024. “In the first quarter, we have made progress in several key areas th

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2024 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

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): April 29, 2024 Smith Micro Softwa

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): April 29, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

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): April 4, 2024 Smith Micro Softwar

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): April 4, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

Smith Micro Announces 1-for-8 Reverse Stock Split

Exhibit 99.1 PR INQUIRIES: IR INQUIRES: Smith Micro Software Smith Micro Software Paula Yurkovich Charles Messman +1 (412) 260-1259 +1 (949) 362-5800 [email protected] [email protected] Smith Micro Announces 1-for-8 Reverse Stock Split PITTSBURGH, PA, April 3, 2024 - Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”), announced today that the Company’s Board of Directors h

Certificate of Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K filed April 4, 2024

Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH MICRO SOFTWARE, INC. Smith Micro Software, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Ame

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): April 3, 2024 Smith Micro Softwar

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): April 3, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Pro

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2024

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. Smith Micro Software d.o.o. Belgrade, a Serbia limited liability company 2. Smith Micro Software, Unipessoal Lda, a Portuguese corporation 3. Smith Micro Software SK s.r.o. v likvidácii, a Slovakia limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 01-35525 SMITH MICRO

olicy for the Recovery of Erroneously Awarded Compensation

Exhibit 97.1 SMITH MICRO SOFTWARE, INC. Policy for the Recovery of Erroneously Awarded Compensation A.OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Smith Micro Software, Inc. (the “Company”) has adopted

Smith Micro Reports Fourth Quarter and Fiscal Year 2023 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Fourth Quarter and Fiscal Year 2023 Financial Results PITTSBURGH, PA, February 22, 2024 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2023. “Looking back at 2023, we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Pro

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): February 22, 2024 Smith Micro Sof

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): February 22, 2024 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

Concerned shareholder of Smith Micro Software, Inc. urges investor collaboration 240.14a-103 Notice of Exempt Solicitation (Voluntary) U.S. Securities and Exchange Commission, Washington DC 20549

Collaborative Investor Engagement Concerned shareholder of Smith Micro Software, Inc.

SMSI / Smith Micro Software, Inc. / Iroquois Capital Management, LLC Passive Investment

SC 13G/A 1 c108213sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1 )* Smith Micro Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 832154207 (CUSIP Number) December 31

SMSI / Smith Micro Software, Inc. / SMITH WILLIAM W JR - SC 13G/A Passive Investment

SC 13G/A 1 schedule13gawilliamsmith.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 18) Smith Micro Software, Inc. (Name of Issuer) Comm

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): December 27, 2023 Smith Micro Sof

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): December 27, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

(Executives), incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form

SMITH MICRO SOFTWARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Agreement is made as of [•] (the “Grant Date”), by and between Smith Micro Software, Inc. (the “Company”), and [•] (the “Awardee”). As used herein, “Parties” means Company and Awardee and “Party” means either of them. WITNESSETH: WHEREAS, the Company has adopted and maintains the Smith Micro Software, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commis

Smith Micro Reports Third Quarter and Year-to-Date 2023 Financial Results Company Reports Sequential Revenue Growth and $1.5 million of Cash Flow From Operations During the Quarter

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Third Quarter and Year-to-Date 2023 Financial Results Company Reports Sequential Revenue Growth and $1.5 million of Cash Flow From Operations During the Quarter PITTSBURGH, PA, November 8, 2023 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported f

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) SMITH MICRO SOFTWARE, INC.

Amendment to Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan, adopted June 6, 2023, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023

Exhibit 10.1 Amendment to Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan The Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan (as previously amended, the “Plan”) is hereby amended as of the date set forth below, as follows: Section 5.1(a) shall be stricken and replaced in its entirety with the following: “(a) Share Reserve. The Committee may from time to time grant Awar

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE, INC.

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): August 9, 2023 Smith Micro Softwa

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): August 9, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

Smith Micro Reports Second Quarter and Year-to-Date 2023 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter and Year-to-Date 2023 Financial Results PITTSBURGH, PA, August 9, 2023 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its second quarter ended June 30, 2023. “The Company achieved a number of significant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Smith Micro Softwa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

17,096,748 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-272827 17,096,748 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to 17,096,748 shares of common stock of Smith Micro Software, Inc. by the selling stockholders identified herein, which were issued, or are issuable, to such selling stockholders pursuant to the terms of senior secured con

June 30, 2023

June 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

SMSI / Smith Micro Software, Inc. / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Smith Micro Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 832154207 (CUSIP Number) May 22, 2023 (Date of Event Which Requires

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-1 2 c106624ex-1.htm Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statement

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) SMITH MICRO SOFTWARE, INC.

As filed with the Securities and Exchange Commission on June 22, 2023

As filed with the Securities and Exchange Commission on June 22, 2023 Registration No.

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): June 6, 2023 Smith Micro Software

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): June 6, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2023 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

Smith Micro Reports First Quarter 2023 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2023 Financial Results PITTSBURGH, PA, May 11, 2023 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its first quarter ended March 31, 2023. “We accomplished several key initiatives during our first quarter o

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. Smith Micro Software d.o.o. Belgrade, a Serbia limited liability company 2. Smith Micro Software, Unipessoal Lda, a Portuguese corporation 3. Smith Micro Software CZ s.r.o., v likvidaci, a Czech Republic limited liability company 4. Smith Micro Software SK s.r.o., a Slovakia limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PRE 14A 1 smsi2023proxydraft22823.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 01-35525 SMITH MICRO

Form of Restricted Stock Agreement under the 2015 Omnibus Equity Incentive Pla

Exhibit 10.3.3 SMITH MICRO SOFTWARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Agreement is made as of (the “Grant Date”), by and between Smith Micro Software, Inc. (the “Company”), and (the “Awardee”). As used herein, “Parties” means Company and Awardee and “Party” means either of them. WITNESSETH: WHEREAS, the Company has adopted and maintains the Smith Micro Softwa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 14, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

Smith Micro Reports Fourth Quarter and Fiscal Year 2022 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Fourth Quarter and Fiscal Year 2022 Financial Results PITTSBURGH, PA, March 9, 2023 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2022. “We made significant progress

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): March 9, 2023 Smith Micro Softwar

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): March 9, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Other Events

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): February 21, 2023 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

Smith Micro Today Announces Notice of Termination from Tier 1 Carrier for the Company’s Family Safety Solution Company Expects to Continue to Recognize Revenue under the Contract Through Remainder Of The Fiscal Year.

Exhibit 99.1 PR INQUIRIES: IR INQUIRES: Paula Yurkovich Charles Messman Smith Micro Software Smith Micro Software +1 (412) 260-1259 +1 (949) 362-5800 [email protected] [email protected] Smith Micro Today Announces Notice of Termination from Tier 1 Carrier for the Company’s Family Safety Solution Company Expects to Continue to Recognize Revenue under the Contract Through Remainder Of The Fiscal Ye

SMSI / Smith Micro Software, Inc. / SMITH WILLIAM W JR - SC 13G/A Passive Investment

SC 13G/A 1 schedule13g-axbillsmithxsm.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 17) Smith Micro Software, Inc. (Name of Issuer) Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE,

Smith Micro Reports Third Quarter 2022 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Third Quarter 2022 Financial Results PITTSBURGH, PA, November 9, 2022 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its third quarter ended September 30, 2022. “We have been making significant progress on many fronts, n

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2022 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commis

9,377,035 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267255 9,377,035 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to an aggregate of 9,377,035 shares of common stock of Smith Micro Software, Inc. by the selling stockholders identified herein, which are issuable to such selling stockholders pursuant to the terms of those senior secured

Smith Micro Software, Inc. 5800 Corporate Drive, 5th Floor Pittsburgh, Pennsylvania 15237 U.S.A. www.smithmicro.com

September 13, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on September 2, 2022

As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) SMITH MICRO SOFTWARE, INC.

Separation Agreement and General Release dated May 18, 2022, between Smith Micro Software, Inc. and Gail Mackiewicz Redmond

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is between Smith Micro Software, Inc. (“Company”) and Gail Mackiewicz Redmond (“Employee”). WHEREAS, the Company terminated Employee’s employment on May 2, 2022 (“Termination Date”); WHEREAS, the Company is willing to pay Employee certain severance in exchange for a release of claims a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE, INC.

Bylaws (as amended, effective as of April 11, 2022)(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the period ended June 30, 2022, filed on August 12, 2022)

Exhi Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SMITH MICRO SOFTWARE, INC. (a Delaware corporation) (as amended through April 11, 2022) Exhi ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be at the office of The Prentice-Hall Corporation System, Inc. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State o

1,132,075 Shares of Common Stock Warrants to Purchase 1,132,075 Shares of Common Stock

Prospectus Supplement (To prospectus dated May 4, 2022) Filed Pursuant to Rule 424(b)(5) Registration No.

Smith Micro Announces Note and Common Stock Investments

EX-99.1 12 a991pressreleasestockdealf.htm EX-99.1 Exhibit 99.1 PR INQUIRIES: Charles Messman Investor Relations +1 949-362-2306 [email protected] Smith Micro Announces Note and Common Stock Investments PITTSBURGH, PA, August 11, 2022 –Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI) today announced investments in Company securities by institutional and accredited investor

Form of Guaranty and Security Agreement*

Exhibit 10.4 GUARANTY AND SECURITY AGREEMENT GUARANTY AND SECURITY AGREEMENT, dated as of August 11, 2022 (this ?Agreement?), made by SMITH MICRO SOFTWARE, INC., a Delaware corporation (the ?Company?), SMITH MICRO SOFTWARE, LLC a Delaware limited liability company and each of the undersigned direct and indirect domestic Subsidiaries of the Company from time to time, if any (each a ?Grantor? and to

Smith Micro Reports Second Quarter 2022 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter 2022 Financial Results PITTSBURGH, PA, August 11, 2022 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its second quarter ended June 30, 2022. ?During the second quarter, we made significant progress on sev

Form of Senior Secured Convertible Note issued on August 11, 2022 to each of the Buyers party to the Securities Purchase Agreement (Notes) dated August 11, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 10.2 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Voting Agreement

Exhibit 10.7 EXHIBIT E VOTING AGREEMENT This Voting Agreement (this "Agreement"), dated as of August , 2022 between the undersigned stockholder ("Stockholder") of SMITH MICRO SOFTWARE, INC., a Delaware corporation (the "Company"), and the Company. WHEREAS, concurrently with or following the execution of this Agreement, the Company, has entered, or will enter, into a Securities Purchase Agreement (

Form of Lock-Up Agreement

Exhibit 10.6 EXHIBIT D LOCK-UP AGREEMENT August , 2022 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of August , 2022 (the "Securities Purchase Agreement"), between Smith Micro Software, Inc., a Delaware corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers") Ladies and Gentlemen: Defined terms not ot

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): August 11, 2022 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Securities Purchase Agreement (Notes) dated August 11, 2022 between the Company and the Buyers party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 11, 2022, is by and among Smith Micro Software, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a ?Buyer? and collectively, the ?Buyers?). RECITALS A. The Company and each Buyer is executing and d

Form of Securities Purchase Agreement (Common Stock) dated August 11, 2022 between the Company and the Purchasers party thereto, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 11, 2022, between Smith Micro Software, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature pages hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pu

Form of Warrant to Purchase Common Stock issued on August 11, 2022 to each of the Buyers party to the Securities Purchase Agreement (Notes) dated August 11, 2022, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 4.1 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Form of Warrant to Purchase Common Stock, issued on August 12, 2022 to each of the Purchasers party to the Securities Purchase Agreement (Common Stock) dated August 11, 2022, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT SMITH MICRO SOFTWARE, INC. Warrant Shares: Issue Date: August 12, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning on 1 (the ?Initial Exercise Date?)

Form of Registration Rights Agreement dated August 11, 2022, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 11, 2022

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 11, 2022, is by and among Smith Micro Software, Inc., a Delaware corporation (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of A

Submission of Matters to a Vote of Security Holders

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): June 7, 2022 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

19 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 19, 2022 (May 18, 2022) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpor

May 11, 2022

May 11, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35525 SMITH MICRO SOFTWARE, INC. (Exact name of re

Smith Micro Reports First Quarter 2022 Financial Results

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2022 Financial Results PITTSBURGH, PA, May 4, 2022 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its first quarter ended March 31, 2022. ?Our efforts in the first quarter, highlighted by the successful lau

As filed with the Securities and Exchange Commission on May 4, 2022.

As filed with the Securities and Exchange Commission on May 4, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smith Micro Software, Inc. (Exact name of registrant as specified in its charter) Delaware 33-0029027 (State or other jurisdiction of incorporation or organization) (I.R.S.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) SMITH MICRO SOFTWARE, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 4, 2022 (May 2, 2022) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): April 12, 2022 (April 11, 2022) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpo

Certificate of Amendment of Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2022)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED BYLAWS OF SMITH MICRO SOFTWARE, INC., a Delaware corporation The undersigned does hereby certify that: 1. She is the duly qualified Secretary of Smith Micro Software, Inc., a duly organized and existing Delaware corporation (the ?Corporation?). 2. Effective April 11, 2022, the first sentence of Article III, Section 2 of the Corporation's

Smith Micro Appoints New Members to the Board of Directors The addition of recognized leaders from the mobile and tech sectors enhances the experience and composition of the Company’s Board of Directors.

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Appoints New Members to the Board of Directors The addition of recognized leaders from the mobile and tech sectors enhances the experience and composition of the Company?s Board of Directors. PITTSBURGH, PA, April 12, 2022 ? Smith Micro Software, Inc (NASDAQ: SMSI) announces the election of two

Security Agreement, dated March 31, 2022, between Smith Micro Software, Inc. and Wells Fargo Bank, National Association

Exhibit 10.2 SECURITY AGREEMENT: BUSINESS ASSETS 1.GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned SMITH MICRO SOFTWARE, INC., or any of them ("Debtor"), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest in all of the property of Debtor described as follows: All rights to payment, accounts, deposit accounts, chattel paper (wh

Credit Agreement, dated March 31, 2022, between Smith Micro Software, Inc. and Smith Micro Software, LLC and Wells Fargo Bank, National Association

Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this "Agreement") dated March 31, 2022, is by and between SMITH MICRO SOFTWARE, INC., a Delaware corporation and SMITH MICRO SOFTWARE, LLC, a Delaware limited liability company (each individually, a ?Borrower?) and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Each reference herein to ?Borrower? shall mean each and every party, collectively a

Smith Micro Announces $7.0 Million Revolving Credit Facility

Exhibit 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Announces $7.0 Million Revolving Credit Facility PITTSBURGH, PA April 5, 2022 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today announced that on March 31 2022, the Company entered into a secured revolving credit facility with Wells Fargo Bank, National Associat

Security Agreement, dated March 31, 2022, between Smith Micro Software, LLC and Wells Fargo Bank, National Association

Exhibit 10.3 SECURITY AGREEMENT: BUSINESS ASSETS 1.GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned SMITH MICRO SOFTWARE, LLC, or any of them ("Debtor"), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest in all of the property of Debtor described as follows: All rights to payment, accounts, deposit accounts, chattel paper (whe

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 5, 2022 (March 31, 2022) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 01-35525 SMITH MICRO SOFTWARE, INC. (Ex

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 2 smsi-ex2118.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. Smith Micro Software d.o.o. Belgrade, a Serbia limited liability company 2. Core Mobility, Inc., a Delaware corporation 3. Smith Micro Software, Unipessoal Lda, a Portuguese corporation 4. Smith Micro Software CZ s.r.o., a Czech Republic limited liability company 5. Smith Micro Software SK s.r.o., a Slovakia limited l

Smith Micro Reports Fourth Quarter and Fiscal Year 2021 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Fourth Quarter and Fiscal Year 2021 Financial Results PITTSBURGH, PA, March 10, 2022 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its fourth quarter and fiscal year ended December 31, 2021. ?This past year?s momentum,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2022 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

SMSI / Smith Micro Software, Inc. / SMITH WILLIAM W JR - SC 13G/A Passive Investment

SC 13G/A 1 none-sc13ga.htm SC 13G/A SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 16) Smith Micro Software, Inc. (Name of Issuer) Comm

Regulation FD Disclosure

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): December 8, 2021 (December 7, 2021) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001?35525 SMITH MICRO SOFTWARE, INC. (Exact name o

Form of Unrestricted Stock Agreement under the 2015 Omnibus Equity Incentive Plan

EXHIBIT 10.1 SMITH MICRO SOFTWARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN UNRESTRICTED STOCK AGREEMENT This Agreement is made as of [?] (the ?Grant Date?), by and between Smith Micro Software, Inc. (the ?Company?), and [?] (the ?Awardee?). As used herein, ?Parties? means Company and Awardee and ?Party? means either of them. WITNESSETH: WHEREAS, the Company has adopted and maintains the Smith Micr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2021 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commi

Smith Micro Reports Third Quarter 2021 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Third Quarter 2021 Financial Results PITTSBURGH, PA, November 10, 2021 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its third quarter ended September 30, 2021. ?I am pleased with the important milestones the Company ac

Smith Micro Appoints James Kempton as New Chief Financial Officer

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Appoints James Kempton as New Chief Financial Officer PITTSBURGH, PA, October 6, 2021 ? Smith Micro Software, Inc. (NASDAQ:SMSI), today announced the appointment of James M. Kempton as its new Chief Financial Officer, effective November 3, 2021. Kempton joins Smith Micro from L.B. Foster Compan

Offer letter between the Company and James M. Kempton, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2021

EXHIBIT 10.1 September 30, 2021 James M. Kempton, CPA Dear Jim: On behalf of Smith Micro Software, Inc. (?Smith Micro? or the ?Company?) it is a pleasure to extend to you an offer of employment as Vice President and Chief Financial Officer. If you accept this offer, you will begin work on November 3, 2021 and report to Bill Smith, President and CEO of Smith Micro. ? This is a full-time, exempt pos

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 6, 2021 (October 4, 2021) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001?35525 SMITH MICRO SOFTWARE, INC. (Exact name of reg

Smith Micro Announces Michael Fox as Interim Vice President of Finance; will transition to Interim Chief Financial Officer

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Announces Michael Fox as Interim Vice President of Finance; will transition to Interim Chief Financial Officer PITTSBURGH, PA, August 12, 2021 ? Smith Micro Software, Inc. (NASDAQ: SMSI) today announced that as part of the orderly transition to replace Tim Huffmyer as Chief Financial Officer, t

Offer letter for Michael K. Fox (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2021)

EXHIBIT 10.1 August 6, 2021 Michael K. Fox Dear Mike: On behalf of Smith Micro Software, Inc. (?Company?), it is a pleasure to extend to you an offer of employment, serving initially as the Company?s Interim Vice President, Finance. If you accept this offer, you will begin work on August 10, 2021, or an otherwise mutually agreed start date thereafter, and you will report to Bill Smith, Chief Execu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 12, 2021 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commiss

Smith Micro Reports Second Quarter 2021 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter 2021 Financial Results PITTSBURGH, PA, August 4, 2021 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its second quarter ended June 30, 2021. ?I remain very bullish about where things stand for Smith Micro

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2021 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

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): July 20, 2021 (July 14, 2021) Smi

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): July 20, 2021 (July 14, 2021) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpora

Smith Micro Announces the Resignation of Chief Financial Officer Tim Huffmyer

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Announces the Resignation of Chief Financial Officer Tim Huffmyer PITTSBURGH, PA, July 20, 2021 ? Smith Micro Software, Inc. (NASDAQ: SMSI) today announced that Tim Huffmyer has informed the Company of his intention to resign as Chief Financial Officer (CFO) to pursue an opportunity with anothe

1,460,131 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-257405 1,460,131 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to 1,460,131 shares of common stock of Smith Micro Software, Inc. by the selling stockholder identified herein, which were issued to the selling stockholder as partial consideration in connection with our acquisition of sub

July 6, 2021

July 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on June 25, 2021

As filed with the Securities and Exchange Commission on June 25, 2021 Registration No.

Submission of Matters to a Vote of Security Holders

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): June 8, 2021 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001?35525 SMITH MICRO SOFTWARE, INC. (Exact name of re

Smith Micro Reports First Quarter 2021 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2021 Financial Results PITTSBURGH, PA, May 5, 2021 ? Smith Micro Software, Inc. (NASDAQ: SMSI) (?Smith Micro? or the ?Company?) today reported financial results for its first quarter ended March 31, 2021. ?I?m incredibly proud of what we accomplished during the first quart

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2021 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

- DEFA14A 2021 PROXY MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Definitive Proxy Statement on Schedule 14A filed on April 28, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Smith Micro Completes Acquisition of Family Safety Mobile Business from Avast

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations +1 (412) 837-5300 [email protected] Smith Micro Completes Acquisition of Family Safety Mobile Business from Avast PITTSBURGH, PA, April 19, 2021 ? Smith Micro Software, Inc. (?Smith Micro? or ? the Company?) (NASDAQ: SMSI) today announced that it has completed its previously announced acquisition of Avast plc?s Family Safety Mobile busi

SMITH MICRO SOFTWARE, INC. Unaudited Pro Forma Combined Financial Information

EXHIBIT 99.2 SMITH MICRO SOFTWARE, INC. Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information is based on the historical consolidated financial statements of Smith Micro Software, Inc. and subsidiaries (?Smith Micro? or ?the Company?) and the audited abbreviated financial statements of the Avast Family Safety Mobile Business included as

Registration Rights Agreement, dated April 16, 2021, between the Registrant, Avast plc and AVG Technologies USA, LLC

EX-1.1 2 smsi-ex1132.htm EX-1.1 EXHIBIT 1.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 16, 2021, between Smith Micro Software, Inc., a Delaware corporation (the “Company”), Avast plc, a public company limited by shares organized under the laws of England and Wales, and AVG Technologies USA, LLC, a Delaware limited liabil

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 19, 2021 (April 16, 2021) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpo

Smith Micro Announces Pricing of Follow-on Public Offering

EX-99.1 4 smsi-ex9917.htm EX-99.1 EXHIBIT 99.1 PR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Pricing of Follow-on Public Offering PITTSBURGH, PA March 10, 2021 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless carriers and cable MSOs, today an

Underwriting Agreement, dated March 10, 2021, by and among Smith Micro Software, Inc. and B. Riley Securities, Inc., as representative of the several underwriters named therein

EXHIBIT 1.1 SMITH MICRO SOFTWARE, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT March 10, 2021 B. Riley Securities, Inc. As Representative of the Several Underwriters set forth on Schedule A hereto c/o B. Riley Securities, Inc. 11100 Santa Monica Boulevard Suite 800 Los Angeles, CA 90025 Ladies and Gentlemen: Smith Micro Software, Inc., a Delaware corporation (the ?Company?)

Smith Micro Announces Closing of Follow-on Public Offering

EX-99.2 5 smsi-ex99272.htm EX-99.2 EXHIBIT 99.2 PR INQUIRIES: Charles Messman Investor Relations (949) 362-2306 [email protected] Smith Micro Announces Closing of Follow-on Public Offering PITTSBURGH, PA March 15, 2021 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless carriers and cable MSOs, today a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 15, 2021 (March 10, 2021) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorpo

9,520,787 Shares Smith Micro Software, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-238053 PROSPECTUS SUPPLEMENT (To prospectus dated May 7, 2020) 9,520,787 Shares Smith Micro Software, Inc. Common Stock We are offering 9,520,787 shares of our common stock, par value $0.001 per share, at a public offering price of $6.85 per share. Our common stock is listed for trading on the Nasdaq Capital Market (

$66,000,000 Smith Micro Software, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No.

Family Safety Mobile Software Business Abbreviated Financial Statements Table of Contents Page Independent Auditors’ Report 1 Statements of Assets Acquired and Liabilities Assumed as of December 31, 2020 and 2019 2 Statements of Revenue and Direct Ex

EX-99.1 Exhibit 99.1 Family Safety Mobile Software Business Abbreviated Financial Statements Table of Contents Page Independent Auditors’ Report 1 Statements of Assets Acquired and Liabilities Assumed as of December 31, 2020 and 2019 2 Statements of Revenue and Direct Expenses for the Years ended December 31, 2020 and 2019 3 Notes to Abbreviated Financial Statements 4 REPORT OF INDEPENDENT AUDITOR

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 (March 8, 2021) Smith Micro Software, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35525 33-0029027 (State or Other Juris

Membership Interest and Asset Purchase Agreement, dated as of March 8, 2021, by and among the Registrant, Avast plc, Avast Technologies USA LLC and Location Labs, LLC

Exhibit 2.1 MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among SMITH MICRO SOFTWARE, INC. AVAST PLC AVG TECHNOLOGIES USA, LLC and LOCATION LABS, LLC dated as of March 8, 2021 TABLE OF CONTENTS Page ARTICLE I THE TRANSACTION 1 Section 1.1 Purchase and Sale 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 4 Section 1.5 Purchase Price; Esti

Smith Micro Announces Launch of Follow-on Public Offering

EX-99.2 4 d116022dex992.htm EX-99.2 Exhibit 99.2 PR INQUIRIES: Charles Messman Investor Relations +1 949-362-2306 [email protected] Smith Micro Announces Launch of Follow-on Public Offering PITTSBURGH, PA, March 8, 2021 –Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless carriers and Cable MSOs, today a

Smith Micro Software & Avast Announce Purchase Agreement; Enters into Strategic Partnership Smith Micro announces intention to acquire Avast’s Family Safety Mobile Business and establish reciprocal preferred partner status

EX-99.1 Exhibit 99.1 Smith Micro Software & Avast Announce Purchase Agreement; Enters into Strategic Partnership Smith Micro announces intention to acquire Avast’s Family Safety Mobile Business and establish reciprocal preferred partner status PITTSBURGH, PA, USA and LONDON, UNITED KINGDOM, March 08, 2021 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI) and Avast plc (“

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 8, 2021 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

$62,000,000 Smith Micro Software, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-238053 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these se

Annual Report - 10-K 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 01?35525 SMITH MICRO SOFTWARE, INC. (Ex

Amendment to Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan, adopted June 9, 2020

EXHIBIT 10.6.3 AMENDMENT TO SMITH MICRO SOFTWARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN The Smith Micro Software, Inc. 2015 Omnibus Equity Incentive Plan (as previously amended on June 14, 2018, the ?Plan?) is hereby amended as of the date set forth below, as follows: Section 5.1(a) shall be stricken and replaced in its entirety with the following: ?(a) Share Reserve. The Committee may from time

Family Safety Mobile Software Business Abbreviated Financial Statements Table of Contents Page Independent Auditors’ Report 1 Statements of Assets Acquired and Liabilities Assumed as of December 31, 2020 and 2019 2 Statements of Revenue and Direct Ex

Exhibit 99.3 Family Safety Mobile Software Business Abbreviated Financial Statements Table of Contents Page Independent Auditors? Report 1 Statements of Assets Acquired and Liabilities Assumed as of December 31, 2020 and 2019 2 Statements of Revenue and Direct Expenses for the Years ended December 31, 2020 and 2019 3 Notes to Abbreviated Financial Statements 4 REPORT OF INDEPENDENT AUDITORS To Fam

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. Smith Micro Software LLC Belgrade, a Serbia corporation. 2. Smith Micro Software, Asia Limited, a Hong Kong corporation. 3. Core Mobility, Inc., a Delaware corporation. 4. Smith Micro Software, Unipessoal LDA, a Portuguese corporation.

Smith Micro Reports Fourth Quarter and Fiscal Year 2020 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Fourth Quarter and Fiscal Year 2020 Financial Results PITTSBURGH, PA, March 8, 2021 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2020. “2020 was a very successful y

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 8, 2021 Smith Micro Software, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 15) Smith Micro Software, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Cl

Quarterly Report - 10-Q Q3 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001‑35525 SMITH MICRO SOFTWARE, INC. (Exact name o

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K Q3 2020 EARNINGS RELEASE

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): November 4, 2020 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commis

Smith Micro Reports Third Quarter 2020 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Third Quarter 2020 Financial Results PITTSBURGH, PA, November 4, 2020 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its third quarter ended September 30, 2020. “Our third quarter was extremely productive and I am please

- FORM S-8 OEIP

As filed with the Securities and Exchange Commission on August 26, 2020 Registration No.

Quarterly Report - 10-Q Q2 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001‑35525 SMITH MICRO SOFTWARE, INC. (Exact name of reg

Smith Micro Reports Second Quarter 2020 Financial Results

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports Second Quarter 2020 Financial Results PITTSBURGH, PA, August 5, 2020 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its second quarter ended June 30, 2020. “I am pleased with our results for the first half of 2020, parti

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2020 Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35525 33-0029027 (State or Other Jurisdiction of Incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

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): June 9, 2020 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

-

May 12, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

Quarterly Report - 10-Q Q1 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001‑35525 SMITH MICRO SOFTWARE, INC. (Exact name of re

Form S-3

As filed with the Securities and Exchange Commission on May 6, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smith Micro Software, Inc. (Exact name of registrant as specified in its charter) Delaware 33-0029027 (State or other jurisdiction of incorporation or organization) (I.R.S.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2020 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

Smith Micro Reports First Quarter 2020 Financial Results Total First Quarter Revenue Grew to $13.3 million, a 58% Increase over First Quarter 2019

EXHIBIT 99.1 IR INQUIRIES: Charles Messman Investor Relations 949-362-5800 [email protected] Smith Micro Reports First Quarter 2020 Financial Results Total First Quarter Revenue Grew to $13.3 million, a 58% Increase over First Quarter 2019 PITTSBURGH, PA, May 6, 2020 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its first quarter

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 (February 12, 2020) Smith Micro Software, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-35525 33-0029027 (State or Other J

PAGE

Table of Contents PAGE Report of Independent Auditors 1–2 Abbreviated Financial Statements Abbreviated statement of liabilities assumed 3 Abbreviated statement of revenue and direct expenses 4 Notes to abbreviated financial statements 5–7 Report of Independent Auditors To the Board of Directors Circle Media Labs Inc.

SMITH MICRO SOFTWARE, INC. Unaudited Pro Forma Combined Financial Information

EXHIBIT 99.2 SMITH MICRO SOFTWARE, INC. Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information is based on the historical consolidated financial statements of Smith Micro Software, Inc. and subsidiaries (“Smith Micro” or “the Company”) and the operator business of Circle Media Labs Inc. (“Circle”), after giving effect to the business com

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

- DEFA14A 2020 PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Securities The following description of our securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of In