SMITH MICRO SOFTWARE, INC.

As filed with the Securities and Exchange Commission on July 10, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Smith Micro Software, Inc.

(Exact name of registrant as specified in its charter)

5800 Corporate Drive

Pittsburgh**,PA **15237

**(412)**837-5300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy C. Huffmyer

President and Chief Executive Officer

Smith Micro Software, Inc.

5800 Corporate Drive

Pittsburgh, PA 15237

(412) 837-5300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian Novosel, Esq.

Jennifer Minter, Esq.

Buchanan Ingersoll & Rooney PC

Union Trust Building

501 Grant Street, Suite 200

Pittsburgh, PA 15219

(412) 562-8800

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On June 4, 2026, we effected a reverse stock split of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) on a one-for-five (1:5) basis (the “Reverse Stock Split”). The Reverse Stock Split reduced the aggregate number of outstanding shares of Common Stock from 25,512,511 shares to 5,102,565 shares on a post-Reverse Stock Split basis. The number of authorized shares of the Company’s capital stock remains unchanged at 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock.

As a result of the Reverse Stock Split, every five (5) shares of our Common Stock, whether issued and outstanding or held by the Company as treasury stock, immediately prior to the filing and effectiveness of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on May 26, 2026, was automatically combined and converted (without any further act) into one fully paid and non-assessable share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Each fractional share of Common Stock that would otherwise have been issued as a result of the Reverse Stock Split was rounded up to the nearest whole share of Common Stock. The Reverse Stock Split became effective at 11:59 p.m., Eastern Time on June 4, 2026.

All share and per share numbers, option, warrant, convertible note, and other derivative security numbers and exercise prices appearing in this registration statement have been adjusted to give effect to the Reverse Stock Split in this filing; however, the Company’s annual, periodic and current reports, and all other information and documents incorporated by reference into this prospectus that were filed prior to June 4, 2026, do not give effect to the Reverse Stock Split.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 10, 2026

PRELIMINARY 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 are registering 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 19 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 _____ __, 2026