Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2026, Smith Micro Software, Inc., a Delaware corporation (the "Company"), entered into inducement letter agreements (collectively, the "Inducement Letter Agreements") with certain holders (the "Holders") of its existing Common Warrants to purchase an aggregate of 487,349 shares of the Company's common stock, $0.001 par value (the "Common Stock"), originally issued on or about October 2, 2024, with a current exercise price of $5.20 per share, and which became exercisable beginning April 2, 2025 (the "Warrants").

The resale of the shares of Common Stock issuable upon exercise of the Warrants is registered pursuant to a registration statement on Form S-1, as amended (File No. 333-282858), which was declared effective by the Securities and Exchange Commission (the "SEC") on November 8, 2024.

Pursuant to the Inducement Letter Agreements, the Holders agreed to exercise the Warrants for cash at a reduced exercise price of $3.35 per share in consideration for the Company's agreement to issue new unregistered Common Stock warrants to purchase up an aggregate of 487,349 shares of Common Stock at an exercise price of $3.80 per share (the "Inducement Transaction"). Such new warrants (the "New Warrants" and such shares of Common Stock issuable upon the exercise of the New Warrants, the "New Warrant Shares") are immediately exercisable upon issuance and have a term of five (5) years from the issuance date.

The Company has agreed to file a registration statement on Form S-1 providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants (the "Resale Registration Statement") within thirty (30) calendar days following the date of the Inducement Letter Agreements, and to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within sixty (60) calendar days from the date of the Inducement Letter Agreements (or within ninety (90) calendar days in the event of a "full review" of the Resale Registration Statement by the SEC).

The aggregate gross proceeds to the Company from the exercise of the Warrants, inclusive of the payment consideration for the New Warrants, were approximately $1.6 million, before deducting offering expenses payable by the Company. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes. The closing of the Inducement Transaction is expected to occur on about June 15, 2026 subject to the satisfaction of customary closing conditions.

The Company intends to rely on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to accredited investors in selling and issuing the New Warrants and the New Warrant Shares. The foregoing summaries of the Inducement Letter Agreements and the New Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits to this Current Report on Form 8-K, which are incorporated herein by reference.

The foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the Inducement Letter Agreements and New Warrants and the related summaries are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the form of Inducement Letter Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.

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Item 3.02. Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Form 8-K regarding the New Warrants and the New Warrant Shares are incorporated by reference into this Item 3.02.