1. The Company

Smith Micro Software, Inc. (“Smith Micro” or “the Company”) develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company strives to enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer Internet of Things (“IoT”) devices. Smith Micro’s portfolio includes family safety software solutions to support families in the digital age and products for creating, sharing, and monetizing rich content, such as visual voice messaging. The Company provided retail content display optimization and performance analytics until the sale of its ViewSpot product in June 2025.

Smith Micro’s solution portfolio is comprised of proven software products that enable its customers to provide:

On June 3, 2025, the Company divested its ViewSpot product for total consideration of $1.3 million, of which $1.0 million was paid on the closing date, with the remaining amounts paid in two installments, the first of which was collected on July 1, 2025, and the final balance was collected on  October 1, 2025.

On June 4, 2026, the Company effected a one-for-five (1:5) reverse stock split (the “Reverse Stock Split”) of its Common Stock, par value $0.001 per share (“Common Stock”). The Reverse Stock Split became effective at 11:59 p.m., Eastern Time on June 4, 2026, in accordance with a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 26, 2026. As a result of the Reverse Stock Split, every five (5) shares of the Company's Common Stock issued and outstanding or held as treasury stock immediately prior to the effective time was automatically combined and converted (without any further act) into one fully paid and non-assessable share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional share of Common Stock that would otherwise have been issued as a result of the Reverse Stock Split was rounded up to the nearest whole share of Common Stock.

The Reverse Stock Split reduced the aggregate number of outstanding shares of Common Stock from approximately 25.5 million shares to approximately 5.1 million shares. The number of authorized shares of the Company’s capital stock remain unchanged at 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise of stock options and the settlement of restricted stock awards and the number of shares authorize and reserved for issuance pursuant to the Company's equity incentive plans. Additionally, there were adjustments to the per share exercise price and the number of shares issuable upon exercise of warrants. 

All share and per share amounts for Common Stock (including share amounts underlying convertible securities and the exercise and conversion prices of such convertible securities) in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in the number of shares of Common Stock at par value to additional paid-in capital.