UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 165, 2025

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35525			33-0029027
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5800 Corporate Drive Pittsburgh, PA			15237
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

SMSI

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

~~(a)~~ On ~~October~~November 165, 2025, Smith Micro Software, Inc. ~~(the~~issued ~~“Company”) held~~ a ~~special~~press ~~meeting~~release ofannouncing ~~stockholders~~its ~~(the~~financial ~~"Special~~results ~~Meeting").~~for Of the ~~21,458,637~~three ~~shares~~and ofnine ~~the~~months ~~Company’s~~ended ~~common~~September ~~stock~~30, ~~outstanding~~2025. ~~and~~A ~~entitled~~copy toof ~~vote at~~ the ~~Special~~press ~~Meeting,~~release ~~11,159,156~~is ~~shares~~hereby ~~(or~~furnished ~~52.00%),~~to ~~constituting~~the aSecurities ~~quorum,~~and ~~were~~Exchange ~~represented~~Commission inas ~~person~~Exhibit ~~(online)~~99.1 orand incorporated by ~~proxy~~reference ~~at the Special Meeting~~herein.

~~(b) Two~~In ~~proposals~~accordance ~~were~~with ~~submitted~~General byInstruction B.2 of Form 8-K, the ~~Company’s~~information ~~Board~~in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of ~~Directors~~Section to18 aof ~~vote~~the Securities Exchange Act of ~~Company~~1934, ~~stockholders~~as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any filing under the ~~final~~Securities ~~results~~Act of ~~the~~1933, ~~voting~~as onamended, ~~each~~unless ~~proposal~~specifically ~~are~~identified ~~noted~~therein ~~below~~as being incorporated therein by reference.

~~The~~Item7.01 ~~Company’s~~Regulation stockholders approved, for purposes of Nasdaq listing rule 5635(d), of the issuance of shares of our common stock underlying the common warrants issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated July 17, 2025, in an amount that, together with the other shares of common stock issued pursuant to such Securities Purchase Agreement, may equal or exceed 20% of our common stock outstanding (the “Nasdaq Proposal”), and shareholders approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Nasdaq Proposal (the “Adjournment Proposal”).FD

The ~~final~~information ~~results~~set offorth ~~the~~under ~~voting~~Item on2.02 ~~each~~is ~~proposal~~incorporated ~~are~~into ~~set~~this ~~forth~~Item ~~below~~7.01 by reference.

~~Proposal No~~Item9. ~~1 – Approval of the Nasdaq Proposal~~01. ~~The~~Financial ~~votes~~Statements onand ~~this proposal were as follows:~~Exhibits.

For		Against		Abstain		Broker Non-Votes
10,547,202		346,095		265,859		0

(d) Exhibits

Proposal No. 2 – Approval of the Adjournment Proposal. The votes on this proposal were as follows:

Exhibit			Description
99.1			Press Release issued on November 5, 2025

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstain		Broker Non-Votes
10,567,314		327,028		264,814		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~Smith Micro Software, Inc.~~		Smith Micro Software, Inc.
Date: October 17, 2025	By:	/s/ Timothy C. Huffmyer
Date: November 5, 2025			By:	/s/ Timothy C. Huffmyer
		~~Timothy C. Huffmyer~~		Timothy C. Huffmyer
		Vice President, Chief Operating Officer and Chief Financial Officer
				Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

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