史密斯微软件股份有限公司美股招股说明书(2025-12-15版)

2,236,136Shares of Common Stock andUp to 6,873,350 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-interestfrom time to time, of 2,236,136 shares of Company Common Stock, par value $0.001 per share (“Common Stock”) issued (i) 1,272,436 shares of Common Stock issuable upon the exercise of certain warrants (the “July Warrants”), which containfull-ratchet anti-dilution provisions, issued pursuant to that certain Securities Purchase Agreement dated July 17, 2025 (the “JulySPA”) in a private placement concurrent with a registered direct offering and sale of shares of Common Stock (the “JulyOffering”). When originally issued, the July Warrants were exercisable for 1,612,903 shares of Common Stock at an exercise priceof $1.20 per share. As a result of subsequent issuances of securities by the Company, the July Warrants have been subsequently Warrants”) to purchase shares of Common Stock, with a current exercise price of $0.73 per share (the “September 11 WarrantShares”), issued pursuant to those certain Note Purchase Agreements dated September 11, 2025 (the “September 11 Note Purchase (iii) 544,303 shares of Company Common Stock issuable upon the exercise of certain warrants (the “September 29 Warrants”)to purchase shares of Common Stock, with current exercise prices of either $0.73 per share (with respect to certain September 29Warrants exercisable for 137,471 shares of Common Stock) $0.74 per share (with respect to the remainder of the September 29Warrants) (collectively, the “September 29 Warrant Shares”), issued pursuant to that certain Note Purchase Agreement dated Warrants”) to purchase shares of Common Stock, with an exercise price of $0.6708 per share (the “Private Placement WarrantShares”), issued pursuant to that certain Securities Purchase Agreement dated November 5, 2025 (the “Private Placement SPA”) in (v) 1,714,373 shares of Company Common Stock issuable upon the exercise of those certain warrants (the “NovemberWarrants”) to purchase shares of Common Stock, with an exercise price of $0.6708 per share (the “November Warrant Shares”),issued pursuant to that certain Securities Purchase Agreement dated November 5, 2025 (the “RDO SPA”) in a private placement The July Warrants, September 11 Warrants, September 29 Warrants, Private Placement Warrants and November Warrants, arecollectively referred to herein as the “Warrants.” The July Warrant Shares, September 11 Warrant Shares, September 29 WarrantShares, Private Placement Warrant Shares and November Warrant Shares, are collectively referred to herein as the “Warrant We registered the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rights that Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all the Common Stock on any stockexchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. Thesedispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bearall other costs, expenses, and fees in connection with the registration of the Common Stock. See “Plan of Distribution” which Table of Contents We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds fromthe sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up toapproximately $4.71 million if all the Warrants held by the Selling Stockholders are exercised for cash, based on the current per INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDERTHE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE9OF THIS We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment Neither the Securities and Exchange Commission (the“SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the The date of this prospectus is December 15, 2025 Table of Contents ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGSPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS Table of Contents ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the Common Stock that may be resold by the Selling Stockholders.In certain circum