smsi20260519d_424b3.htm

424B3 1 smsi20260519d_424b3.htm FORM 424B3 smsi20260519d_424b3.htm

PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-295700

7,190,188 Shares of Common Stock Issuable Upon Conversion of Notes

11,034,437 Shares of Common Stock Issuable Upon Exercise of Warrants

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, distributees and successors-in-interest from time to time, of up to 18,224,625 shares of Company Common Stock, par value $0.001 per share (“Common Stock”) issuable as follows:

	(i)	97,618 shares of Common Stock issuable upon the exercise of certain warrants (the “September 11 Warrants”) that contain full-ratchet anti-dilution provisions, issued pursuant to those certain Note Purchase Agreements dated September 11, 2025 (the “September 11 Note Purchase Agreements”) in connection with the issuance of secured promissory notes (the “September 11 Offering”). When originally issued, the September 11 Warrants were exercisable for up to 1,106,102 shares of Common Stock at an exercise price of $0.73 per share. As a result of subsequent issuances of securities by the Company, the September 11 Warrants will be adjusted in accordance with their provisions (provided that the Company receives approval from the Company’s stockholders in accordance with Nasdaq Listing Rule 5635), such that the September 11 Warrants will become exercisable for an additional 97,618 shares (for a current aggregate total of 1,203,720 shares) and will have an exercise price of $0.6708 per share (the “September 11 Warrant Shares”);
	(ii)	54,103 shares of Company Common Stock issuable upon the exercise of certain warrants (the “September 29 Warrants”) that contain full-ratchet anti-dilution provisions, issued pursuant to that certain Note Purchase Agreement dated September 29, 2025 (“the September 29 Note Purchase Agreement”) in connection with the issuance of additional secured promissory notes (the “September 29 Offering”). When originally issued, the September 29 Warrants were exercisable for up to 544,303 shares of Common Stock at an exercise price of either $0.73 per share (with respect to certain September 29 Warrants exercisable for 137,471 shares of Common Stock) or $0.74 per share (with respect to the remainder of the September 29 Warrants). As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted in accordance with their provisions (provided that the Company receives approval from the Company’s stockholders in accordance with Nasdaq Listing Rule 5635), such that the September 29 Warrants will become exercisable for an additional 54,103 shares (for a current aggregate total of 598,406 shares) and will have an exercise price of $0.6708 per share (the “September 29 Warrant Shares”);
	(iii)	1,480,165 shares of Company Common Stock issuable upon the exercise of certain warrants (the “February Warrants”) with an exercise price of $0.68 per share (the “February Warrant Shares”), issued pursuant to that certain Note Purchase Agreement dated February 3, 2026 (the “February Note Agreement”) in connection with the issuance of additional secured promissory notes (the “February Offering”);
	(iv)	9,402,551 shares of Company Common Stock issuable upon the exercise of certain warrants (the “March Warrants”) with an exercise price of $0.68 per share (the “March Warrant Shares”), issued pursuant to that certain Securities Purchase Agreement dated March 4, 2026 (the “March Purchase Agreement”) in connection with the issuance of secured convertible promissory notes (the “March Notes and Warrants Offering”); and
	(v)	7,190,188 shares of Company Common Stock (the “Conversion Shares”) issuable upon the conversion of the principal of and pursuant to the terms of those secured convertible promissory notes (the “Convertible Notes”) issued pursuant to the March Purchase Agreement in the March Notes and Warrants Offering.

The September 11 Warrants, the September 29 Warrants, the February Warrants, and the March Warrants are collectively referred to herein as the “Warrants.” The September 11 Warrant shares, the September 29 Warrant Shares, the February Warrant Shares and the March Warrant Shares, are collectively referred to herein as the “Warrant Shares.” The September 11 Offering, the September 29 Offering, the February Offering and the March Notes and Warrants Offering are collectively referred to herein as the “Offerings.”

We are registering the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rights that we have granted to the Selling Stockholders.

Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all the Common Stock on any stock exchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

	Page
ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
RISK FACTORS	11
DIVIDEND POLICY	11
DILUTION	11
USE OF PROCEEDS	11
DETERMINATION OF OFFERING PRICE	11
THE SELLING STOCKHOLDERS	12
PLAN OF DISTRIBUTION	17
DESCRIPTION OF SECURITIES TO BE REGISTERED	19
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND MORE INFORMATION	20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	20

	•	The average age by which most children use smartphones and other connected devices continues to decrease. As such, parents and guardians must be proactive in managing and combating digital lifestyle issues such as excessive screen time, cyberbullying, and online safety;
	•	As IoT use cases continue to proliferate and scale, management complexity, security and interoperability must be addressed efficiently and correctly;
	•	Mobile network operators (“MNO”) are being marginalized by messaging applications, and face growing competitive pressure from cable multiple system operators (“MSO”) and others deploying Wi-Fi networks to attract mobile users;
	•	Enterprises face increasing pressure to mobilize workforces, operations, and customer engagement, but lack the expertise and technologies needed to leverage mobile technology securely and cost-effectively;
	•	The ubiquity and convenience of e-commerce has created the need for consumer-facing brands to reimagine brick-and-mortar retail experiences; and
	•	The change in dynamics of work, school and home life has led to an increased use of mobile devices for work, education and entertainment which has given rise to a new set of challenges and issues.

Issuer		Smith Micro Software, Inc.

Securities Offered by Selling Stockholders:		We are registering the resale by the Selling Stockholders name din this prospectus or their pledgees, assignees, distributees and successors-in-interest of an aggregate of 18,224,625 shares of Common Stock, which includes (i) up to 97,618 additional shares of Common Stock issuable upon the exercise of the September 11 Warrants as a result of anti-dilution adjustments that remain subject to stockholder approval; (ii) up to 54,103 shares of Common Stock issuable upon the exercise of the September 29 Warrants as a result of anti-dilution adjustments that remain subject to stockholder approval; (iii) up to 1,480,165 shares of Common Stock issuable upon the exercise of the February Warrants; (iv) up to 9,402,551 shares of Common Stock issuable upon the exercise of the March Warrants; and (v) up to 7,190,188 shares of Common Stock issuable upon the conversion of the principal and pursuant to the terms of the Convertible Notes.

Shares of Common Stock Outstanding Prior to this Offering(1):		25,557,408 shares as of May 8, 2026

Shares of Common Stock Outstanding assuming conversion of the principal of Convertible Notes and exercise of all Warrants(1):		43,782,033 shares

Terms of the Offering		The Selling Stockholders will determine when and how they will sell the Common Stock offered in this prospectus, as described in the section of this prospectus titled “Plan of Distribution” on page 17.

Use of Proceeds:		The Selling Stockholders will receive the proceeds from the sale of the shares of Common Stock offered hereby. We will not receive any proceeds from the sale of the shares of Common Stock. However, we may receive proceeds in the aggregate amount of up to approximately $7.5 million if all the Warrants are exercised for cash. See ”Use of Proceeds” on page 11 of this prospectus.

Dividend Policy:		We currently intend to retain any future earnings and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend upon our financial condition, operating results, capital requirements, general business conditions, any contractual restrictions and such other factors as our board of directors may deem relevant or appropriate.

Risk Factors:		Investing in our securities involves significant risks. See ”Risk Factors” on page 11 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our securities.

Nasdaq Symbol:		Our shares of Common Stock are traded on the Nasdaq Capital Market under the symbol “SMSI.”

Transfer Agent and Registrar		Computershare Trust Company, N.A.

•	41,723 shares of our Common Stock related to outstanding stock options issuable upon exercise (whether such options are currently vested or unvested), with a weighted-average exercise price of $3.89 per share;
•	16,868,306 shares of our Common Stock issuable upon the exercise of outstanding warrants, excluding the Warrants, with exercise prices ranging from $0.6708 to $21.20 per share; and
•	up to an aggregate of 1,840,911 shares of our Common Stock reserved for future grant or issuance under our Amended and Restated Omnibus Equity Incentive Plan (the “OEIP”) and our Employee Stock Purchase Plan (the “ESPP”).

•	our customer concentration, given that the majority of our sales currently depend on a few large customer relationships;

•	our ability to establish and maintain strategic relationships with our customers and mobile device manufacturers, their ability to attract customers, and their willingness to promote our products;

•	our ability and/or customers’ ability to distribute our mobile software applications to their end users through third party mobile software application stores, which we do not control;

•	our dependency upon effective operation with operating systems, devices, networks and standards that we do not control and on our continued relationships with mobile operating system providers, device manufacturers and mobile software application stores;

•	our ability to hire and retain key personnel;

•	the possibility of security and privacy breaches in our systems and in the third-party software and/or systems that we use, damaging client relations and inhibiting our ability to grow;

•	interruptions or delays in the services we provide from our data center hosting facilities or virtual cloud infrastructures;

•	our ability to remain a going concern;

•	our ability to raise additional capital and the risk of such capital not being available to us at commercially reasonable terms or at all;

•	our ability to be profitable;

•	current and potential future negative impacts from cost reduction efforts we have taken and may in the future undertake;

•	adverse impact to our results of operations if we fail to realize the full value of our intangible assets;

•	the dilutive impact to our stockholders of the exercise of our outstanding warrants;

•	changes in our operating income due to shifts in our sales mix and variability in our operating expenses;

•	our current client concentration within the vertical wireless carrier market, and the potential impact to our business resulting from changes within this vertical market, or failure to penetrate new markets;

•	intense competition in our industry and the core vertical markets in which we operate, and our ability to successfully compete;

•	the risks inherent with international operations;

•	the risk of being delisted from Nasdaq if we continue to fail to meet any of its applicable listing requirements;

•	the impact of evolving information security and data privacy laws on our business and industry;

•	the impact of governmental regulations on our business and industry;

•	our ability to protect our intellectual property and our ability to operate our business without infringing on the rights of others;

•	the terms and repayment obligations may restrict our ability to obtain additional financing;

•	the conversion of the Convertible Notes and exercise of accompanying warrants will have a dilutive effect;

•	the Convertible Notes are secured, and default on the Convertible Notes could cause the note holders to foreclose on our assets;

•	the Convertible Note holders have additional rights upon an event of default that could harm our financial condition or require us to curtail or cease operations;

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering ⁽¹⁾	Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus ⁽²⁾		Number of Shares of Common Stock Beneficially Owned After Offering ⁽³⁾	Percentage of Beneficial Ownership After Offering⁽³⁾
Roy L. Rogers 2020 Dynasty Trust⁽⁴⁾	765,994 (5)		187,627	578,367	2.3	%
Roy and Ruth Rogers Unitrust, UTD 9/29/89⁽⁶⁾	509,432 (7)		187,627	321,805	1.3	%
Roy L. Rogers Survivor’s Trust⁽⁸⁾	853,123 (9)		187,627	665,496	2.6	%
Howard Miller⁽¹⁰⁾	224,336 (11)		6,104	218,232	0.9	%
BGSwiftRoth LLC⁽¹²⁾	254,837 (13)		186,522	68,315	0.3	%
Jon D and Linda W Gruber Trust⁽¹⁴⁾	671,630 (15)		20,985	650,645	2.5	%
Timothy C. Huffmyer⁽¹⁶⁾	623,034 (17)		319,295	303,739	1.2	%
William W. Smith, Jr. and Dieva L. Smith, as Co-Trustees UA 11/30/2021, Smith Living Trust⁽¹⁸⁾	28,444,097 (19)		17,128,838	11,315,259	44.3	%

•	negotiation of new or amended agreements may result in longer sales and launch cycles than expected, which could impact our financial position;

•	our ability to assimilate acquisitions without diverting management attention and impacting current operations;

•	failure to realize the expected benefits of prior acquisitions;

•	the availability of third-party intellectual property and licenses needed for our operations on commercially reasonable terms, or at all;

•	the difficulty of predicting our quarterly revenues and operating results and the chance of such revenues and results falling below analyst or investor expectations, which could cause the price of our Common Stock to fall; and

SEC Form 424B3 filed by Smith Micro Software Inc.