Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2026, Smith Micro Software, Inc. (the "Company") entered into a Note Purchase Agreement (the "Note Agreement") with the Smith Living Trust, for which William W. Smith, Jr., the Company's chairman, president and chief executive officer, and his wife, Dieva L. Smith, serve as co-trustees ("Smith"). Pursuant to the Note Agreement, Smith agreed to loan funds to the Company in return for one or more secured promissory notes (in each case, a "Note") and accompanying unregistered common stock purchase warrants (in each case, a "Warrant"). The Note Agreement provides that each Note will be secured by the Company's accounts receivable and certain other assets, will bear interest at a rate of 15.0% per annum, and will be due on or before March 31, 2026 (the "Maturity Date"), unless otherwise mutually agreed by the parties. Pursuant to the Note Agreement, each Note will be accompanied by the issuance of a Warrant to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), which will be exercisable at any time beginning six (6) months following its original issuance, will expire five years from the initial exercise date and will have an exercise price equal to the greater of (a) $0.68 and (b) the greater of the market price of the Company's Common Stock on the date of the Note Agreement or on the date of issuance. Pursuant to the Note Agreement, the Company will receive an amount equal to $0.125 per Warrant Share for each Warrant issued. The Note Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Pursuant to the Note Agreement, the Company has agreed to file a registration statement with the United States Securities and Exchange Commission (the "SEC") registering the Warrant Shares for resale.

On February 3, 2026, the Company and Smith completed a closing of a loan transaction under the Note Agreement, and the Company issued a Note and a Warrant to Smith pursuant to the terms of the Note Agreement. The Warrant has an exercise price of $0.68 and will be exercisable during the period beginning August 3, 2026 and ending August 3, 2031. The gross proceeds to the Company from the closing totals approximately $1,000,000 (comprised of approximately $814,979 as a loan and approximately $185,021 for the purchase of the accompanying Warrant), before deducting transaction expenses payable by the Company. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.

The Warrant was, and until such time as a registration statement therefor is filed and declared effective the Warrant Shares will be, issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.

The transaction was approved by the Company's Board of Directors and the Company's Audit Committee.

The foregoing is only a summary of the material terms of the Note Agreement, the Note and the Warrant, and is qualified in its entirety by reference to the full text of such agreements, the forms of which are attached hereto and incorporated by reference herein. 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 agreements and the related summary 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 agreements are filed with this report only to provide investors with information regarding the terms of the transactions contemplated thereby, 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the Warrant and Warrant Shares are incorporated by reference into this Item 3.02. The Warrant was, and the Warrant Shares will be, issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.