SMITH MICRO SOFTWARE, INC.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table set forth below shows all repurchases of securities by us during the three months ended September 30, 2025:
| ISSUER PURCHASES OF EQUITY SECURITIES | ||||
|---|---|---|---|---|
| Maximum Number (or | ||||
| Approximate Dollar | ||||
| Total Number of Shares · Value) of Shares | ||||
| (or Units) Purchased · (or Units) that May | ||||
| as Part of Publicly · Yet Be Purchased | ||||
| Total Number of Shares | Average Price Paid | Announced Plans | Under the Plans | |
| (or Units) Purchased (1) | per Share (or Unit) | or Programs | or Programs | |
| Period | (a) | (b) | (c) | (d) |
| July 1 - 31, 2025 | — | $— | — | — |
| August 1 - 31, 2025 | 145,903 | $0.80 | — | — |
| September 1 - 30, 2025 | 5,225 | $0.70 | — | — |
| Total | 151,128 | $0.79 | ||
| (1) | Shares of the Company's Common Stock repurchased by the Company as payment of withholding taxes in connection with the vesting of restricted stock awards during the applicable period. All the shares were cancelled when they were acquired by the Company. |
Item5. Other Information
Trading Arrangements
During the fiscal quarter ended on* September 30, 2025*,none of the Company’s directors or “officers”, as defined in Rule16a-1(f) of the Exchange Act, adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item408 of Regulation S-K.
Amendment to Bylaws
The information set forth below is included for the purpose of providing the disclosure required by “Item5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form8-K.
On* October 30, 2025,the Company’s Board of Directors adopted resolutions that approved an amendment to the Amended and Restated Bylaws of the Company, as amended, (the “Bylaws Amendment”) to provide that the holders offorty* percent (40%) of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Company’s Certificate of Incorporation. The previous quorum requirement was the holders of a majority of the stock issued and outstanding, except as otherwise provided by statute or by the Company’s Certificate of Incorporation. The amendment became effective immediately.
The above summary of the amendment to the Amended and Restated Bylaws, as amended, is qualified in its entirety to the full text of the Company’s bylaws, as amended, a copy of which is attached as Exhibit3.2 to this Form10-Q.
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