SMITH MICRO SOFTWARE INC

The offering of the shares of Common Stock issuable upon exercise of the Warrants by the Selling Stockholders on a continuous or delayed basis in the future will not result in a change to the net tangible book value per share of our Common Stock before and after the distribution of such shares of Common Stock by the Selling Stockholders. However, purchasers of such shares of Common Stock from the Selling Stockholders will experience dilution to the extent of the difference between the amount per share paid and the net tangible book value per share of our Common Stock at the time of purchase.

As of March 31, 2024, our historical net tangible book value was approximately $6.7 million, or $0.70 per share, based on 9,601,504 shares of our Common Stock outstanding as of that date. The net tangible book value per share as of March 31, 2024 does not take into consideration the 1,065,000 shares of common stock and the 845,000 Pre-Funded Warrant Shares that we issued in May 2024 in the Registered Direct Offering referenced above. If those 1,065,000 shares and the 845,000 Pre-Funded Warrant Shares were outstanding as of March 31, 2024, then the net tangible book value would have been $10.1 million as of that date.

To the extent that stock options or warrants outstanding as of June 26, 2024 have been or may be exercised or other shares of our Common Stock are issued, purchasers of our Common Stock from the Selling Stockholders may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders. and the net tangible book value per share (assuming exercise in full of the Pre-Funded Warrants) would have been $0.88 as of such date.