Smith Micro Software Inc美股招股说明书(2026-05-20版)

7,190,188Shares of Common Stock Issuable Upon Conversion of Notes11,034,437Shares 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 up to 18,224,625 shares of Company Common Stock, par value $0.001 per share (“Common Stock”) issuableas follows: (i)97,618 shares of Common Stock issuable upon the exercise of certain warrants (the “September 11 Warrants”) thatcontain full-ratchet anti-dilution provisions, issued pursuant to those certain Note Purchase Agreements datedSeptember 11, 2025 (the “September 11 Note Purchase Agreements”) in connection with the issuance of securedpromissorynotes(the“September 11 Offering”). When originally issued,the September 11 Warrants wereexercisable for up to 1,106,102 shares of Common Stock at an exercise price of $0.73 per share. As a result ofsubsequent issuances of securities by the Company, the September 11 Warrants will be adjusted in accordance withtheir provisions (provided that the Company receives approval from the Company’s stockholders in accordance withNasdaq Listing Rule 5635), such that the September 11 Warrants will become exercisable for an additional 97,618shares (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 29Warrants”) that contain full-ratchet anti-dilution provisions, issued pursuant to that certain Note Purchase Agreementdated September 29, 2025 (“the September 29 Note Purchase Agreement”) in connection with the issuance ofadditional secured promissory notes (the “September 29 Offering”). When originally issued, the September 29Warrants 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 theCompany, the September 29 Warrants will be adjusted in accordance with their provisions (provided that theCompany receives approval from the Company’s stockholders in accordance with Nasdaq Listing Rule 5635), suchthat the September 29 Warrants will become exercisable for an additional 54,103 shares (for a current aggregate totalof 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 “FebruaryWarrants”) with an exercise price of $0.68 per share (the “February Warrant Shares”), issued pursuant to that certainNote Purchase Agreement dated February 3, 2026 (the “February Note Agreement”) in connection with the issuanceof 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 SecuritiesPurchase Agreement dated March 4, 2026 (the “March Purchase Agreement”) in connection with the issuance ofsecured 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 theprincipal of and pursuant to the terms of those secured convertible promissory notes (the “Convertible Notes”) issuedpursuant 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 referredto herein as the “Warrants.” The September 11 Warrant shares, the September 29 Warrant Shares, the February Warrant Shares andthe March Warrant Shares, are collectively referred to herein as the “Warrant Shares.” The September 11 Offering, the September29 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 rightsthat 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 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, atvarying prices determined