SMITH MICRO SOFTWARE, INC. 8-K

What Happened
Smith Micro Software, Inc. announced that its stockholders approved an amendment allowing a reverse stock split and the Company’s Special Committee set the final ratio at one-for-five (1:5). The Company filed a Certificate of Amendment with the Delaware Secretary of State to effect the reverse split at 11:59 p.m. ET on June 4, 2026. After the split, every five shares of common stock (including treasury shares) will automatically combine into one share; no fractional shares will be issued — fractional interests will be rounded up to the nearest whole share. The Company’s common stock will trade on the Nasdaq Capital Market under the same ticker symbol "SMSI" on a split-adjusted basis starting June 5, 2026, with a new CUSIP: 832154504.

Key Details

• Reverse split ratio: 1-for-5, approved by Special Committee; effective 11:59 p.m. ET on June 4, 2026.
• Certificate amendment: filed with Delaware; authorized shares of common stock were not reduced.
• Fractional shares: no fractional shares issued; fractional interests will be rounded up to the nearest whole share.
• Annual meeting votes: Proposal 7 (authorize reverse split range 1:3–1:10) passed 15,997,732 For vs. 918,755 Against; Directors elected — Timothy C. Huffmyer (11,728,892 For) and William W. Smith, Jr. (11,418,873 For); auditor SingerLewak LLP ratified (16,607,751 For).

Why It Matters
A reverse stock split reduces the number of outstanding shares and proportionally increases the per‑share price (market capitalization typically unaffected immediately by the split). This can affect liquidity per share, share price appearance, and compliance with listing requirements; Smith Micro will trade on a split‑adjusted basis under the same ticker with a new CUSIP. Because fractional shares will be rounded up, the actual post‑split share count may differ slightly from a strict 1-for-5 reduction. Investors should note the effective date (June 4, 2026) and the new CUSIP (832154504) when reviewing holdings and trading activity.