SMITH MICRO SOFTWARE, INC.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
SMSI$2.28+1.3%Stored close · as of Nov 9, 2026
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Item 15. EXHIBITS
(a) (1) Financial Statements
Smith Micro’s financial statements appear in a separate section of this Report beginning on the pages referenced below:
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:367) | F-1 |
|---|---|
| CONSOLIDATED BALANCE SHEETS | F-4 |
| CONSOLIDATED STATEMENTS OF OPERATIONS | F-5 |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | F-6 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | F-7 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-8 |
(3) Exhibits
| Exhibit No. | Title | Method of Filing |
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 33-95096 (P) |
| 3.1.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated July 11, 2000 | Incorporated by reference to Exhibit 3.1.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2000, filed on August 14, 2000 |
| 3.1.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation dated August 17, 2005 | Incorporated by reference to Exhibit 3.1.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2005, filed on March 31, 2006 |
| 3.1.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated June 21, 2012 | Incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 27, 2012 |
| 3.1.4 | Certificate of Elimination of Series A Junior Participating Preferred Stock dated October 16, 2015 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 16, 2015 |
| 3.1.5 | Certificate of Designation of Series A Participating Preferred Stock dated October 16, 2015 | Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 16, 2015 |
| Exhibit No. | Title | Method of Filing |
| 3.1.6 | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated August 15, 2016 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2016 |
| 3.1.7 | Certificate of Designation of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock, dated September 29, 2017 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 4, 2017 |
| 3.1.8 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K filed on April 4, 2024 |
| 3.2 | Amended and Restated Bylaws, as amended through October 30, 2025 | Incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q filed on November 5, 2025 |
| 4.1 | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2020 |
| 4.2 | Specimen certificate representing shares of Common Stock | Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement No. 33-95096 (P) |
| 4.8 | Form of Warrant to Purchase Common Stock issued on August 11, 2022 to each of the Buyers party to the Securities Purchase Agreement (Notes) dated August 11, 2022 | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 11, 2022 |
| 4.9 | Form of Warrant to Purchase Common Stock, issued on August 12, 2022 to each of the Purchasers party to the Securities Purchase Agreement (Common Stock) dated August 11, 2022 | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 11, 2022 |
| 4.10 | Form of Placement Agent Warrant, issued pursuant to Placement Agency Agreement dated May 10, 2024 | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2024 |
| 4.11 | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement dated May 10, 2024 | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2024 |
| 4.12 | Form of Prefunded Warrant issued pursuant to Securities Purchase Agreement dated May 10, 2024 | Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 14, 2024 |
| 4.13 | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement dated October 1, 2024 | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 3, 2024 |
| 4.14 | Form of Private Placement Common Warrant issued pursuant to Securities Purchase Agreement dated October 1, 2024 | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 3, 2024 |
| 4.15 | Form of Roth Warrant | Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 3, 2024 |
| Exhibit No. | Title | Method of Filing |
| 4.16 | Form of Warrant Amendment | Incorporated by reference to Exhibit 4.16 to the Company's Annual Report on Form 10-K filed on March 12, 2025 |
| 4.17 | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement dated July 17, 2025 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 18, 2025 |
| 4.18 | Form of Common Stock Purchase Warrant issued pursuant to Note Purchase Agreement effective September 11, 2025 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2025 |
| 4.19 | Form of Common Stock Purchase Warrant issued pursuant to Note Purchase Agreement dated September 29, 2025 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2025 |
| 4.20 | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement dated November 5, 2025 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025 |
| 4.21 | Form of Private Placement Common Warrant issued pursuant to Securities Purchase Agreement dated November 5, 2025 | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025 |
| 4.22 | Form of Common Stock Purchase Warrant issued pursuant to Note Purchase Agreement dated February 3, 2026 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2026 |
| 10.1 | Form of Indemnification Agreement | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement No. 33-95096 (P) |
| 10.2* | Summary of oral agreement dated June 2005 by and between William W. Smith, Jr., and the Registrant | Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 |
| 10.3* | Amended and Restated Omnibus Equity Incentive Plan | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 9, 2024 |
| 10.3.4* | Form of Restricted Stock Agreement under the Amended and Restated Omnibus Equity Incentive Plan (Executives) | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 |
| 10.3.5* | Form of Unrestricted Stock Agreement under the Amended and Restated Omnibus Equity Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021 |
| 10.3.6* | Form of Restricted Stock Agreement under the Amended and Restated Omnibus Equity Incentive Plan | Incorporated by reference to Exhibit 10.6.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2018 |
| 10.3.7* | Form of Nonqualified Stock Option Agreement under the Amended and Restated Omnibus Equity Incentive Plan | Incorporated by reference to Exhibit 10.3.7 to the Company's Annual Report on Form 10-K filed on March 12, 2025 |
| Exhibit No. | Title | Method of Filing |
| 10.3.8 | Amendment to Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan, adopted June 3, 2025 | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2025 |
| 10.17 | Form of Placement Agency Agreement dated May 10, 2024 between the Company and Roth Capital Partners, LLC | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2024 |
| 10.18 | Form of Securities Purchase Agreement (Common Stock) dated May 10, 2024 between the Company and the Purchasers party thereto | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 14, 2024 |
| 10.19 | Form of RDO Purchase Agreement (Common Stock) dated October 1, 2024 between the Company and the Purchasers party thereto | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2024 |
| 10.20 | Form of Private Placement Purchase Agreement (Common Stock) dated October 1, 2024 between the Company and the Purchasers party thereto | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2024 |
| 10.21 | Offer letter between the Company and Timothy C. Huffmyer | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 27, 2025 |
| 10.22 | Form of Securities Purchase Agreement (Registered Shelf Takedown Offering) by and among the Registrant and the Purchasers party thereto, dated July 17, 2025 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 18, 2025 |
| 10.23 | Form of Note Purchase Agreement by and among the Registrant and the Purchasers party thereto, effective September 11, 2025 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 17, 2025 |
| 10.24 | Form of Secured Promissory Note | Incorporated by reference to Exhibit 10.2 to the Registrant’s current Report on Form 8-K filed on September 17, 2025 |
| 10.25 | Form of Note Purchase Agreement by and among the Registrant and the Purchasers party thereto, dated September 29, 2025 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2025 |
| 10.26 | Form of Secured Promissory Note | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 2, 2025 |
| 10.27 | Form of RDO Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated November 5, 2025 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025 |
| 10.28 | Form of Private Placement Purchase Agreement by and among the Company and the Purchasers signatory thereto, dated November 5, 2025 | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025 |
| 10.29 | Form of Placement Agency Agreement by and between the Company and Roth Capital Partners, LLC, dated November 5, 2025 | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 10, 2025 |
| 10.30 | Note Purchase Agreement by and among the Registrant and William W. Smith, Jr. and Dieva L. Smith, as Co-Trustees UA 11/30/2021, Smith Living Trust as Purchaser, dated February 3, 2026 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2026 |
| Exhibit No. | Title | Method of Filing |
| 10.31 | Form of Secured Promissory Note | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 5, 2026 |
| 10.32 | Smith Micro Software, Inc. Amendment to Amended and Restated Employee Stock Purchase Plan | Incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed by the Registrant on April 23, 2025 |
| 19.1 | Smith Micro Software, Inc. Insider Trading Policy | Incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on March 12, 2025 |
| 21.1 | Subsidiaries | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97.1 | Policy for the Recovery of Erroneously Awarded Compensation | Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2024 |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith |
(P) Paper Filing Exhibit
*denotes the management contracts and compensatory arrangements in which any director or named executive officer participates
(b)Exhibits
The exhibits filed as part of this report are listed above in Item 15(a)(3) of this Report.
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