false 0000948708 0000948708 2025-10-16 2025-10-16

 

 

 

 

 

 

 

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

(a)         On October 16, 2025, Smith Micro Software, Inc. (the “Company”) held a special meeting of stockholders (the "Special Meeting"). Of the 21,458,637 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, 11,159,156 shares (or 52.00%), constituting a quorum, were represented in person (online) or by proxy at the Special Meeting.

 

(b)         Two proposals were submitted by the Company’s Board of Directors to a vote of Company stockholders, and the final results of the voting on each proposal are noted below.

 

The Company’s stockholders approved, for purposes of Nasdaq listing rule 5635(d), of the issuance of shares of our common stock underlying the common warrants issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated July 17, 2025, in an amount that, together with the other shares of common stock issued pursuant to such Securities Purchase Agreement, may equal or exceed 20% of our common stock outstanding (the “Nasdaq Proposal”), and shareholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Nasdaq Proposal (the “Adjournment Proposal”).

 

The final results of the voting on each proposal are set forth below.

 

Proposal No. 1 – Approval of the Nasdaq Proposal. The votes on this proposal were as follows:

 

 

 

Proposal No. 2 – Approval of the Adjournment Proposal. The votes on this proposal were as follows:

 

 

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.