smsi20260719_424b3.htm

424B3 1 smsi20260719_424b3.htm FORM 424B3 smsi20260719_424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-297376

PROSPECTUS

487,349 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 487,349 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) issuable upon the exercise of certain warrants (the “Warrants”) held by the Selling Stockholders (including shares that may be issued to the holder 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 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.

The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bear all other costs, expenses, and fees in connection with the registration of the Common Stock. See “Plan of Distribution” which begins on page 16 of 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 the sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up to approximately $1.85 million if all the Warrants held by the Selling Stockholders are exercised for cash, based on the current per share exercise 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 CONSIDER THE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 11 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE BEFORE PURCHASING ANY 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 should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 23, 2026

	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	12
DETERMINATION OF OFFERING PRICE	12
THE SELLING STOCKHOLDERS	12
PLAN OF DISTRIBUTION	16
DESCRIPTION OF SECURITIES TO BE REGISTERED	18
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND MORE INFORMATION	20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	20

THE OFFERING

Issuer	Smith Micro Software, Inc.

Securities Offered by Selling Stockholders:	We registered the resale by the Selling Stockholders named in this prospectus or their pledgees, assignees, distributees and successors-in-interest of an aggregate of 487,349 shares of Common Stock issuable upon exercise of the Warrants held by the Selling Stockholders that were issued upon the closing of the June Inducement Transaction pursuant to the terms of the Inducement Letter Agreements.
Shares of Common Stock Outstanding Prior to this Offering(1):	5,589,880 shares as of July 9, 2026

Shares of Common Stock Outstanding assuming exercise of all Warrants(1):	6,077,229 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 16.

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 $1.85 million if all of the Warrants are exercised for cash. See “Use of Proceeds” on page 12 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.

(1)	The number of shares of Common Stock to be outstanding immediately after this offering is based on 5,589,880 shares of Common Stock issued and outstanding as of July 9, 2026, and exclude the following, all as of July 9, 2026:
•	8,345 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 $19.47 per share;
•	5,093,907 shares of our Common Stock issuable upon the exercise of outstanding warrants, excluding the Warrants, with exercise prices ranging from $2.81 to $106.00 per share; and
•	Up to 1,438,040 shares of Common Stock issuable upon the conversion of the principal and pursuant to the terms of the Convertible Notes; and
•	up to an aggregate of 968,224 shares of our Common Stock reserved for future grant or issuance under our Amended and Restated Omnibus Equity Incentive Plan, as amended (the “OEIP”) and our Amended and Restated Employee Stock Purchase Plan, as amended (the “ESPP”).
Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the outstanding Convertible Notes, options or warrants described above.

•	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;

•	the existence of undetected software defects in our products and our failure to resolve detected defects in a timely manner;

•	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;

•	rapid technological evolution and resulting changes in demand for our products from our key customers and their end users;

•	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 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)
Iroquois Master Fund Ltd. (4)		249,708	(5)		55,970		193,738		3.5	%
Iroquois Capital Investment Group LLC (6)		460,013	(7)		93,284		366,729		6.6	%
John P. Gutfreund (8)		362,999	(9)		68,670		294,329		5.3	%
Newtown Road 130 Holdings LLC (10)		90,502	(11)		80,583		9,919		0.2	%
Unterberg Legacy Capital, LLC (12)		132,838	(13)		34,335		98,503		1.8	%
Anson Investments Master Fund LP (14)		565,900	(15)		154,507		411,393		7.4	%

•	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; and

•	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.