Smith Micro Software Inc. 美股招股说明书（2026年5月20日版）

7,190,188Shares of Common Stock Issuable Upon Conversion of Notes11,034,437Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a“Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest (i)97,618 shares of Common Stock issuable upon the exercise of certain warrants (the “September 11 Warrants”) thatcontain full-ratchet anti-dilution provisions, issued pursuant to those certain Note Purchase Agreements datedSeptember 11, 2025 (the “September 11 Note Purchase Agreements”) in connection with the issuance of securedpromissorynotes(the“September 11 Offering”). When originally issued,the September 11 Warrants wereexercisable for up to 1,106,102 shares of Common Stock at an exercise price of $0.73 per share. As a result of (ii)54,103 shares of Company Common Stock issuable upon the exercise of certain warrants (the “September 29Warrants”) that contain full-ratchet anti-dilution provisions, issued pursuant to that certain Note Purchase Agreementdated September 29, 2025 (“the September 29 Note Purchase Agreement”) in connection with the issuance ofadditional secured promissory notes (the “September 29 Offering”). When originally issued, the September 29Warrants were exercisable for up to 544,303 shares of Common Stock at an exercise price of either $0.73 per share(with respect to certain September 29 Warrants exercisable for 137,471 shares of Common Stock) or $0.74 per share(with respect to the remainder of the September 29 Warrants). As a result of subsequent issuances of securities by the Warrants”) with an exercise price of $0.68 per share (the “February Warrant Shares”), issued pursuant to that certainNote Purchase Agreement dated February 3, 2026 (the “February Note Agreement”) in connection with the issuance (iv)9,402,551 shares of Company Common Stock issuable upon the exercise of certain warrants (the “March Warrants”)with an exercise price of $0.68 per share (the “March Warrant Shares”), issued pursuant to that certain SecuritiesPurchase Agreement dated March 4, 2026 (the “March Purchase Agreement”) in connection with the issuance ofsecured convertible promissory notes (the “March Notes and Warrants Offering”); and(v)7,190,188 shares of Company Common Stock (the “Conversion Shares”) issuable upon the conversion of theprincipal of and pursuant to the terms of those secured convertible promissory notes (the “Convertible Notes”) issuedpursuant to the March Purchase Agreement in the March Notes and Warrants Offering. The September 11 Warrants, the September 29 Warrants, the February Warrants, and the March Warrants are collectively referredto herein as the “Warrants.” The September 11 Warrant shares, the September 29 Warrant Shares, the February Warrant Shares andthe March Warrant Shares, are collectively referred to herein as the “Warrant Shares.” The September 11 Offering, the September We are registering the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rightsthat we have granted to the Selling Stockholders. Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all the Common Stock on any stockexchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. Thesedispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at Table of Contents The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bearall other costs, expenses, and fees in connection with the registration of the Common Stock. See “Plan of Distribution” which We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds fromthe sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up toapproximately $7.5 million if all the Warrants held by the Selling Stockholders are exercised for cash, based on the current pershare exercise prices of the Warrants. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SMSI.” On INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDERTHE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK FACTORS“ BEGINNING ON PAGE11OF THIS We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment Neither the Securities and Exchange Commission (the“SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this pro