--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-26-006913" form_type: "8-K" ticker: "SMSI" cik: "0000948708" company_name: "SMITH MICRO SOFTWARE, INC." filed_at: "2026-03-04T23:59:59+00:00" generated_at: "2026-05-15T21:58:15.280877+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Smith Micro Q4 revenue down 20% YoY, CEO transition, $4.9M convertible note with warrants ## Summary - Q4 2025 revenue $4.0M vs $5.0M YoY; GAAP net loss $4.7M ($0.20 loss per share). - FY2025 revenue $17.4M vs $20.6M; gross margin improved to 74.1% from 70.2%. - William Smith becomes Executive Chairman; Tim Huffmyer named President/CEO; Bethany Braund CFO effective Mar 31, 2026. - Secured convertible note offering of $4.9M at 8% interest, conversion at $0.68; warrants for 9.4M shares. - Proceeds used to repay $2.2M existing notes and general corp. purposes; insiders participated including Smith Living Trust and Huffmyer. ## SEC filing metadata - accession: 0001437749-26-006913 - form_type: 8-K - ticker: SMSI - cik: 0000948708 - company_name: SMITH MICRO SOFTWARE, INC. - filed_at: 2026-03-04T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 1.02, 2.02, 2.03, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/smsi20251202_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-26-006913 - JSON: https://secwatch.observer/filing/0001437749-26-006913.json - Plain text: https://secwatch.observer/filing/0001437749-26-006913.txt ## Key facts - Debt Financings SMITH MICRO SOFTWARE, INC. incurred convertible notes of approximately $4.9 million with certain accredited investors at 8.0% per annum, 12.0% per annum upon an Event of Default maturing March 31, 2029. - Instrument: convertible notes - Principal: approximately $4.9 million - Counterparty: certain accredited investors - Rate: 8.0% per annum, 12.0% per annum upon an Event of Default - Maturity: March 31, 2029 - Event: incurrence source text: On March 4, 2026, Smith Micro Software, Inc. (the “ Company ”, “ we ,” “ us ,” “ our ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Buyers ”) and, pursuant to the Purchase Agreement, agreed to sell to the Buyers a new series of secured convertible notes (the “ Convertible Notes ”) with an aggregate original principal amount of approximately $4.9 million and an initial conversion price of $0.68 per share, subject to adjustment as described in the Convertible Notes, and warrants to acquire up to an aggregate amount of approximately 9.4 million additional shares of the Company’s common stock (the “ Warrants ”) in transactions exempt from registration as not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Regulation D promulgated thereunder (the “ Offering ”) and in reliance on similar exemptions under applicable state laws. evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - Earnings Releases SMITH MICRO SOFTWARE, INC. reported fourth quarter ended December 31, 2025 results: revenue $4.0 million, net income GAAP net loss attributable to common stockholders ... was $4.7 million, or $0.20 loss per share, EPS $(0.20) loss per share. - Period: fourth quarter ended December 31, 2025 - Revenue: $4.0 million - Net income: GAAP net loss attributable to common stockholders ... was $4.7 million, or $0.20 loss per share - EPS: $(0.20) loss per share - Result: reported results source text: Smith Micro reported revenue of $4.0 million for the quarter ended December 31, 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - Earnings Releases SMITH MICRO SOFTWARE, INC. reported year ended December 31, 2025 results: revenue $17.4 million. - Period: year ended December 31, 2025 - Revenue: $17.4 million - Result: reported results source text: Smith Micro reported revenue of $17.4 million for the year ended December 31, 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - Equity Issuances SMITH MICRO SOFTWARE, INC. issued common stock issuable upon conversion at $0.68 per share of convertible note to certain accredited investors for aggregate original principal amount of approximately $4.9 million. - Security: convertible note - Shares: common stock issuable upon conversion at $0.68 per share - Purchaser: certain accredited investors - Consideration: aggregate original principal amount of approximately $4.9 million source text: agreed to sell to the Buyers a new series of secured convertible notes (the “ Convertible Notes ”) with an aggregate original principal amount of approximately $4.9 million and an initial conversion price of $0.68 per share evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - Equity Issuances SMITH MICRO SOFTWARE, INC. issued approximately 9.4 million shares of warrant to certain accredited investors for part of the Securities Purchase Agreement with aggregate gross proceeds of approximately $4.9 million. - Security: warrant - Shares: approximately 9.4 million shares - Purchaser: certain accredited investors - Consideration: part of the Securities Purchase Agreement with aggregate gross proceeds of approximately $4.9 million source text: Agreement, agreed to sell to the Buyers a new series of secured convertible notes (the “ Convertible Notes ”) with an aggregate original principal amount of approximately $4.9 million and an initial conversion price of $0.68 per share, subject to adjustment as described in the Convertible Notes, and warrants to acquire up to an aggregate amount of evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm - Material Agreements SMITH MICRO SOFTWARE, INC. entered into Securities Purchase Agreement with certain accredited investors valued at approximately $4.9 million (effective 2026-03-04). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Value: approximately $4.9 million - Effective: 2026-03-04 source text: On March 4, 2026, Smith Micro Software, Inc. (the “ Company ”, “ we ,” “ us ,” “ our ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Buyers ”) and, pursuant to the Purchase Agreement, agreed to sell to the Buyers a new series of secured convertible notes (the “ Convertible Notes ”) with an aggregate original principal amount of approximately $4.9 million evidence_url: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/0001437749-26-006913-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.