Smith Micro Software Inc美股招股说明书(2026-07-23版)

487,349Shares 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 487,349 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) issuableupon the exercise of certain warrants (the “Warrants”) held by the Selling Stockholders (including shares that may be issued to theholder in lieu of fractional shares). We registered the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rights that wehave 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. These dispositionsmay be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying pricesdetermined at the time of sale, or at negotiated prices. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bear allother costs, expenses, and fees in connection with the registration of the Common Stock. See “Plan of Distribution” which begins onpage16of this prospectus. We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds from thesale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up toapproximately $1.85 million if all the Warrants held by the Selling Stockholders are exercised for cash, based on the current per shareexercise price of the Warrants. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SMSI.” On July 9, 2026,the last reported sale price of our Common Stock on the Nasdaq Capital Market was $2.66. 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 PAGE11OF THISPROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE BEFORE PURCHASINGANY OF THE SHARES OFFERED BY THIS PROSPECTUS. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither theSecurities 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 contraryis a criminal offense. The date of this prospectus is July 23, 2026 Table of Contents ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSDIVIDEND POLICYDILUTIONUSE OF PROCEEDSDETERMINATION OF OFFERING PRICETHE SELLING STOCKHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIES TO BE REGISTEREDLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the Common Stock that may be resold by the Selling Stockholders. Incertain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particularoffering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or changeinformation contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and anyprospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date - for example, a document incorporated byreference in this prospectus or any prospectus supplement - the statement in the later-dated document modifies or supersedes the earlierstatement. This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Stockholdersnamed herein may, from time to time, offer and sell or otherwise dispose of the Common Stock covered by this prospectus. You shouldrely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone toprovide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, res