0001437749-26-023580.txt : 20260714 0001437749-26-023580.hdr.sgml : 20260714 20260714180845 ACCESSION NUMBER: 0001437749-26-023580 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260714 DATE AS OF CHANGE: 20260714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH MICRO SOFTWARE, INC. CENTRAL INDEX KEY: 0000948708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 330029027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81588 FILM NUMBER: 261175348 BUSINESS ADDRESS: STREET 1: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4128375300 MAIL ADDRESS: STREET 1: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237 FORMER COMPANY: FORMER CONFORMED NAME: SMITH MICRO SOFTWARE, INC DATE OF NAME CHANGE: 20181023 FORMER COMPANY: FORMER CONFORMED NAME: SMITH MICRO SOFTWARE INC DATE OF NAME CHANGE: 19950731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH WILLIAM W JR CENTRAL INDEX KEY: 0001251368 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 51 COLUMBIA CITY: ALISOVIEJO STATE: CA ZIP: 92656 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001437749-25-035480 0001251368 XXXXXXXX LIVE 5 Common Stock, par value $0.001 per share 07/12/2026 false 0000948708 832154504 SMITH MICRO SOFTWARE, INC.

5800 CORPORATE DRIVE PITTSBURGH PA 15237

William W. Smith, Jr. (949) 362-5800 Smith Micro Software, Inc. 120 Vantis Drive, Suite 350 Aliso Viejo CA 92656 Jennifer M. Reinke (412) 837-5300 Smith Micro Software, Inc. 5800 Corporate Drive Pittsburgh PA 15237 0001251368 N SMITH WILLIAM W JR OO N X1 58704.00 5689613.00 58704.00 5689613.00 5748317.00 N 56.5 IN (Explanatory Note) This is Amendment No. 5 (this "Amendment") to Schedule 13D (as previously amended, the "Schedule") filed on November 17, 2025 by William W. Smith, Jr., relating to the ownership of shares of common stock, par value $0.001 per share (the "Common Stock") of Smith Micro Software, Inc., a Delaware corporation (the "Issuer"). The Issuer completed a 1-for-5 reverse stock split with a market effective date of June 5, 2026 ("Reverse Stock Split"). On the market effective date of the Reverse Stock Split, the Issuer's Common Stock commenced trading under a new CUSIP number, 832154504. All share numbers contained in this Form 13D/A reflect the effectiveness of the Reverse Stock Split. The purpose of this Amendment is to reflect changes resulting from a common stock purchase warrant and a convertible note purchased on March 10, 2026 for investment purposes by the Smith Living Trust, for which William W. Smith, Jr. serves as co-trustee, having become exercisable or convertible within sixty (60) days. Except as specifically set forth herein, the Schedule otherwise remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule. (1) The shared voting power and aggregate amount beneficially owned by the Reporting Person includes 5,689,613 shares held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable). (2) The percent of class beneficially owned by the Reporting Person is based on 5,589,914 shares of Common Stock outstanding (as reflected in the records of the Issuer's transfer agent) and 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable), in accordance with Rule 13d-3(d)(1)(i) and without regard to any exercise or conversion limitations contained therein. (3) Under the terms of the convertible note and warrant purchased on March 10, 2026 for investment purposes, the Smith Living Trust may not convert the convertible note or exercise any portion of this warrant to the extent such conversion or exercise (as the case may be) would cause the Reporting Person to beneficially own more than 49.99% of the Issuer's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such convertible note or upon exercise of such warrant (as the case may be). Common Stock, par value $0.001 per share SMITH MICRO SOFTWARE, INC. 5800 CORPORATE DRIVE PITTSBURGH PA 15237 This Schedule 13D is being filed by William W. Smith, Jr. William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. USA The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock, convertible notes convertible into shares of Common Stock, and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. Item 4 of the Schedule is hereby amended to add the following: As noted in the Explanatory Note, on March 10, 2026 the Smith Living Trust purchased for investment purposes a common stock purchase warrant exercisable for 1,763,651 shares of Common Stock and a convertible note, the principal of which may be converted into 1,348,675 shares of Common Stock, which in each case as a result of the passage of time has become exercisable or convertible within 60 days. Under the terms of this convertible note and this warrant, the Smith Living Trust may not convert the convertible note or exercise any portion of this warrant to the extent such conversion or exercise (as the case may be) would cause the Reporting Person to beneficially own more than 49.99% of the Issuer's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such convertible note or upon exercise of such warrant (as the case may be). Item 5(a) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.6% of the Common Stock) and shared voting and dispositive power over 5,689,613 shares (55.9% of the Common Stock), including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable). The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 5,748,317 shares (or 56.5%) of the Common Stock. The above calculations are based on 5,589,914 shares of Common Stock outstanding (as reflected in the records of the Issuer's transfer agent) and 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable), in accordance with Rule 13d-3(d)(1)(i) and without regard to any exercise or conversion limitations contained therein. Item 5(b) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.6% of the Common Stock) and shared voting and dispositive power over 5,689,613 shares (55.9% of the Common Stock), including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 5,748,317 shares (or 56.5%) of the Common Stock. The above calculations are based on 5,589,914 shares of Common Stock outstanding (as reflected in the records of the Issuer's transfer agent) and 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable), in accordance with Rule 13d-3(d)(1)(i) and without regard to any exercise or conversion limitations contained therein. On July 12, 2026, as a result of the passage of time, two instruments held by the Smith Living Trust, for which William W. Smith, Jr. serves as co-trustee, became exercisable or convertible within sixty (60) days: (i) a common stock purchase warrant for 1,763,651 shares, and (ii) a convertible note, the principal of which may be converted into 1,348,675 shares. Under the terms of this convertible note and this warrant, the Smith Living Trust may not convert the convertible note or exercise any portion of this warrant to the extent such conversion or exercise (as the case may be) would cause the Reporting Person to beneficially own more than 49.99% of the Issuer's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such convertible note or upon exercise of such warrant (as the case may be). Item 5(d) is hereby amended and restated as follows: As identified above, 5,689,613 shares are held in the name of the Smith Living Trust, for which William W. Smith, Jr. and his spouse are co-trustees, including 4,586,078 shares of Common Stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants or conversion of convertible notes (as applicable) and without regard to any exercise or conversion limitations contained therein. Not applicable. Item 6 is hereby amended to add the following information: Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein. Exhibit 7.1 - Form of Common Stock Purchase Warrant by and between the Issuer and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed on March 4, 2026: https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928304.htm Exhibit 7.2 - Form of Secured Convertible Note by and between the Issuer and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed on March 4, 2026: https://www.sec.gov/Archives/edgar/data/0000948708/000143774926006913/ex_928306.htm SMITH WILLIAM W JR /s/William W. Smith, Jr. 07/14/2026