8-K

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): April 12, 2022 (April 11, 2022)

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(d) On April 11, 2022, the Board of Directors of Smith Micro Software, Inc. (the “Company”) increased the number of directors from six to eight, and elected Asha Keddy and Chetan Sharma to the Board effective April 11, 2022 to fill the vacancies created by the increase in the number of directors.  Ms. Keddy’s initial board term will expire at the 2024 annual meeting of stockholders and Mr. Sharma’s initial board term will expire at the 2023 annual meeting of stockholders.  Ms. Keddy and Mr. Sharma will participate in the Company’s compensation program for non-employee directors.  For 2022, Ms. Keddy and Mr. Sharma will each receive a pro-rated portion of the annual retainer of $30,000 (payable on a quarterly basis) and a restricted stock award equal to 18,082 shares.

There are no arrangements or understandings between either Ms. Keddy or Mr. Sharma and any other persons pursuant to which either was selected as a director of the Company.  Neither Ms. Keddy nor Mr. Sharma has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On and effective April 11, 2022, the Board of Directors approved an amendment to the Company’s Bylaws to increase the maximum number of directors that may serve on the board from seven to nine.  A copy of the Amendment to the Amended and Restated Bylaws of Smith Micro Software, Inc. is attached as Exhibit 3.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on April 12, 2022 announcing the election of Ms. Keddy and Mr. Sharma to the Board as set forth above in Item 5.02, a copy of which is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information presented in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
3.1	Certificate of Amendment of Amended and Restated Bylaws of Smith Micro Software, Inc.
99.1 104	Press Release dated April 12, 2022 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:  April 12, 2022	By:	/s/James M. Kempton
		James M. Kempton
		Chief Financial Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED BYLAWS OF

SMITH MICRO SOFTWARE, INC.,

a Delaware corporation

The undersigned does hereby certify that:

1. She is the duly qualified Secretary of Smith Micro Software, Inc., a duly organized and existing Delaware corporation (the “Corporation”).

2. Effective April 11, 2022, the first sentence of Article III, Section 2 of the Corporation's Amended and Restated Bylaws (the “Bylaws”) was amended to read in its entirety as follows:

The number of directors which shall constitute the whole of the Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the stockholders provided that the number of directors shall not be less than five (5) nor more than nine (9).

3. The foregoing amendment of the Corporation's Bylaws was duly approved and adopted by the Corporation's Board of Directors and filed with the undersigned on the date set forth below.

Dated: April 11, 2022

/s/Jennifer M. Reinke

Jennifer M. Reinke, Secretary

EX-99.1

Exhibit 99.1

IR INQUIRIES:

Charles Messman

Investor Relations

949-362-5800

IR@smithmicro.com

Smith Micro Appoints New Members to the Board of Directors

The addition of recognized leaders from the mobile and tech sectors enhances the experience and composition of the Company’s Board of Directors.

PITTSBURGH, PA, April 12, 2022 –Smith Micro Software, Inc (NASDAQ: SMSI) announces the election of two new members to its Board of Directors, both of whom are visionaries who bring decades of experience in executive leadership, technology expertise, as well as strategic execution and advisement.

The new Board members are Asha Keddy, corporate Vice President and General Manager of Next Generation Systems and Standards at Intel Corporation, and Chetan Sharma, Chief Executive Officer of Chetan Sharma Consulting. Both individuals are well respected, transformational strategists and technology leaders.

“We look forward to the contribution and impact that Asha and Chetan will make as they join our Board and welcome their deep experience in and insights into mobile technology,” said William W. Smith, Jr., President, CEO and Chairman of the Board of Smith Micro. “The addition of these talented and high performing individuals to our Board adds further industry expertise, diversity, support and direction that will be a key factor in Smith Micro’s continued success and performance at this exciting time in the company’s evolution.”

Asha Keddy

Asha Keddy is a tech industry visionary who led the creation of 5G market opportunity at Intel and helped position the company as a 5G industry leader with 5G and network multi-billion-dollar revenue growth. Currently serving as Intel’s Corporate Vice President and General Manager of Next Generation Systems & Standards, Keddy’s career at Intel has spanned over two decades with more than 25 years in the tech industry.  She has held various executive positions championing change and progress, defining strategy, delivering on execution and driving

Smith Micro Appoints Two New Members to Board of DirectorsPage 2 of 3

revenue growth, while honing critical strategy, policy, and transformational expertise. Often called upon to represent the technology industry before Congress and international government agencies, to serve as a keynote speaker and lecturer at prestigious universities, and to act as a corporate spokesperson for media, industry analysts, academia and the investment community, Keddy drives the conversation on technology and wireless capabilities, advancements, and responsibilities. She serves or has served as advisor or board member on several professional and trade associations such as the Women’s Tech Network, CTIA, 5G Americas and Wi-Fi Alliance. In 2019, representing Intel, she co-founded with NTT and Sony the Innovative Optical Wireless Network Global Forum.Keddy is analumna of the Intel Executive Management Accelerator Program at the Stanford University Graduate School of Business and holds a Master of Science in Computer Science from Clemson University and a Bachelor of Science in Computer Engineering from the University of Mumbai.

Chetan Sharma

Chetan Sharma has worked in the mobile and technology industry for the past 28 years and is sought by executives from wireless companies around the world for his strategic insights, recommendations, and predictions. He has served as an advisor to senior executive management at the top mobile operators on each continent. In addition to advising CEOs and CTOs for leading wireless technology companies on product strategy and intellectual property development, Sharma has served or currently serves on numerous advisory boards of several well-established mobile technology companies as well as many startups.  He is the author and co-author of 14 best-selling books on wireless technology and is the editor of the “Mobile Future Forward Book Series.” Sharma’s research is frequently cited in the wireless technology industry, where he is often interviewed by leading national and international publications and television and radio outlets as a leading wireless technology expert.  Sharma is a senior member of Institute of Electrical and Electronics Engineers (IEEE), IEEE Communications Society and IEEE Computers Society and has a Master of Science in Electrical and Computer Engineering from Kansas State University and a Bachelor of Science in Electrical Engineering from the Indian Institute of Technology.

About Smith Micro Software, Inc.

Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers and cable MSOs around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. For more information, visit www.smithmicro.com.

Smith Micro Appoints Two New Members to Board of DirectorsPage 3 of 3

Smith Micro and the Smith Micro logo are registered trademarks or trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective owners.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to our future prospects or performance and our future business plans, and statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are customer concentration, given that the majority of our sales depend on a few large customer relationships, the impact of the COVID-19 pandemic on our business and financial results, delays in adoption of our products and services by our customers and their end users, changes in demand for our products from our customers and their end-users, changes in requirements for our products imposed by our customers or by the third party providers of software and/or platforms that we use, our ability to effectively integrate, market and sell acquired product lines, new and changing technologies, customer acceptance and timing of deployment of those technologies, and our ability to compete effectively with other software and technology companies. These and other factors discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.

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Document and Entity Information	Apr. 11, 2022
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Apr. 11, 2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Smith Micro Software, Inc.
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Entity Address, Address Line One	5800 Corporate Drive
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SMSI
Security Exchange Name	NASDAQ