S-1 S-1 EX-FILING FEES 0000948708 SMITH MICRO SOFTWARE, INC. Y N true 0000948708 2025-12-04 2025-12-04 0000948708 1 2025-12-04 2025-12-04 0000948708 1 2025-12-04 2025-12-04 0000948708 2 2025-12-04 2025-12-04 0000948708 1 2025-12-04 2025-12-04 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-1

SMITH MICRO SOFTWARE, INC.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.001 per share Other 9,109,486 $ 0.61 $ 5,556,786.46 0.0001381 $ 767.39
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 5,556,786.46

$ 767.39

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 767.39

Net Fee Due:

$ 0.00

Offering Note

1

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares of Common Stock offered hereby also include an indeterminate number of additional shares of Common Stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. The proposed maximum offering price per share is estimated at $0.61 per share of Common Stock, the average of the high ($0.62) and low ($0.5919)prices for the registrant's Common Stock as reported on the Nasdaq Capital Market on November 28, 2025 (rounded to the nearest cent), solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. Represents the resale of (i) 6,873,350 shares of Common Stock, which is equal to the maximum number of shares currently issuable upon the exercise of warrants to purchase one share of Common Stock issued to the Selling Stockholders on or about July 18, 2025, September 11, 2025, September 17,2025, September 30, 2025, October 1, 2025, October 2, 2025 and November 6, 2025 (as applicable) and (ii) 2,236,136 shares of Common Stock issued to one of the Selling Stockholders on or about November 6, 2025.

Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1, 2 Smith Micro Software, Inc. S-1 333-281349 08/07/2024 $ 767.39 Equity Common Stock, par value $0.001 per share $ 16,700,000.00
Fee Offset Sources 3 Smith Micro Software, Inc. S-1 333-281349 08/07/2024 $ 2,464.92

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

The Registrant withdrew the Registration Statement on Form S-1 filed on August 7, 2024 (File No. 333-281349), filed on August 7, 2024 (the "Prior S-1") by filing a Form RW on September 16, 2024. The Prior S-1 was not declared effective by the Securities and Exchange Commission, and no securities were issued or sold thereunder.

Offset Note

2

The Registrant paid a registration fee of $2,464.92 in connection with the registration of $16,700,000 of shares of the Registrant's Common Stock, par value $0.001 per share under the Prior S-1. The Registrant previously offset (i) $1,079.12 of the total registration fees due under its Registration Statement on Form S-1 (File No. 333-282858) filed on October 28, 2024 against the fees previously paid in connection with the Prior S-1, (ii) $166.68of the total registration fees due under its Registration Statement on Form S-1 (File No. 333-289351) filed on August 7, 2025 against the fees previously paid in connection with the Prior S-1, (iii) $310.03 of the total registration fees due under its Registration Statement on Form S-8 related to its Amended and Restated Omnibus Equity Incentive Plan (File No. 333-289352) filed on August 7, 2025 against the fees previously paid in connection with the Prior S-1, and (iv) $25.84 of the total registration fees due under its Registration Statement on Form S-8 related to its Employee Stock Purchase Plan (File No. 333-289353), filed on August 7, 2025 against the fees previously paid in connection with the Prior S-1, leaving a remaining balance of $883.25 available for future filing fee offsets by the Registrant. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the initial filing of this Registration Statement is offset by $767.39, representing a portion of the $2,464.92 fee paid in connection with the Prior S-1. As a result of such offset, the Registrant will have $115.86 remaining in unused filing fees available to be applied to future filings of the Registrant.

3

The Registrant paid a registration fee of $2,464.92 in connection with the registration of $16,700,000 of shares of the Registrant's Common Stock under the Prior S-1.

Table 3: Combined Prospectuses ☐Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

1 Equity Common Stock, par value $0.001 pershare 1,612,903 S-1 333-289351 08/15/2025

Prospectus Note

1

Up to 1,272,436 shares of the Registrant's Common Stock, par value $0.001 per share issuable upon the exercise of warrants to purchase one share of Common Stock issued to the Selling Stockholders on July 18, 2025 are included in this combined prospectus. Such warrants contain full-ratchet anti-dilution adjustment provisions. When originally issued, such warrants were exercisable for 1,612,903 shares of the Registrant's Common Stock at an exercise price of $1.20 per share, which were registered on the Registrant's Registration Statement on Form S-1 (File No. 333-289351), which was declared effective on August 15, 2025 (the "August 2025 S-1"). As a result of subsequent issuances of securities by the Registrant, such warrants have been subsequently adjusted with the result that such warrants are exercisable for an additional 1,272,436 shares of Common Stock (for a current aggregate total of 2,885,339 shares) and have a current exercise price of $0.6708 per share. The prospectus, which forms a part of this new Registration Statement, also constitutes Post-Effective Amendment No. 1 to the August 2025 S-1. Accordingly, this Registration Statement contains a combined prospectus pursuant to Rule 429 under the Securities Act and relates to the resale from time to time by the Selling Stockholders of, among other securities, the additional 1,272,436 shares of Common Stock issuable upon the exercise of such warrants.