SMITH MICRO SOFTWARE, INC. 8-K

What Happened Smith Micro Software, Inc. (SMSI) announced on Feb. 3, 2026 that it entered into a Note Purchase Agreement with the Smith Living Trust (for which Chairman/CEO William W. Smith, Jr. and his wife Dieva L. Smith are co‑trustees). The company closed a financing under that agreement that generated approximately $1.0 million in gross proceeds and issued a secured promissory note and an accompanying common stock purchase warrant.

Key Details

• Loan and proceeds: Gross proceeds of ~ $1,000,000 — approximately $814,979 as the loan principal and $185,021 for purchase of the warrant. Proceeds expected to be used for working capital and general corporate purposes.
• Note terms: Notes secured by the company’s accounts receivable and certain other assets, bear interest at 15.0% per year, and are due on or before March 31, 2026 (unless extended by mutual agreement).
• Warrant terms: Each note is accompanied by a warrant exercisable beginning Aug. 3, 2026 (six months after issuance), expiring Aug. 3, 2031, with an exercise price of $0.68 (or the greater of $0.68 and the market price per the agreement). The company will file a registration statement to register the warrant shares for resale.
• Related-party / approvals: The lender is the Smith Living Trust (co‑trustees are the company’s chairman/CEO and his wife). The Board of Directors and Audit Committee approved the transaction. The warrant was issued without registration relying on Sections 4(a)(2) and Rule 506 exemptions.

Why It Matters This filing documents a short‑term, secured financing from a trust controlled by the company’s chairman/CEO that provides immediate liquidity (roughly $1M) but creates a direct financial obligation with a high interest rate (15% p.a.) and potential future dilution if the warrants are exercised. Investors should note the insider‑linked nature of the lender, the security on accounts receivable, the near-term maturity of the note, and the company’s plan to register the warrant shares for resale.