Smith Micro Announces Follow-on Offering

Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless service providers, today announced that it has entered into a definitive agreement with an investor for the issuance of an aggregate of 1,910,000 shares of its common stock or common stock equivalents in lieu thereof (together with an accompanying warrant) at a price of $2.15 per share, or common stock equivalent thereof. The warrants will enable the holders to purchase up to an aggregate of 1,910,000 shares of the Company’s common stock at an exercise price of $2.34 per share and will be issued to the investors in a private placement. The warrants will become exercisable following the six month anniversary of the closing date for the transaction and will expire on the date that is five and one-half years after the closing date.

The offering will result in gross proceeds to the Company of approximately $4.1 million prior to fees and other offering expenses. The offering is expected close on May 14, 2024, subject to customary closing conditions.

Smith Micro intends to use the net proceeds from this offering for working capital and general corporate purposes.

Roth Capital Partners acted as the exclusive placement agent for the offering. Buchanan Ingersoll & Rooney PC served as legal counsel to the Company, and Nelson, Mullins, Riley & Scarborough LLP served as legal counsel to the placement agent.

A shelf registration statement on Form S-3, File No. 333-264667, relating to the offering of the shares of common stock and common stock equivalents described above was filed with the Securities and Exchange Commission (“SEC”) and declared effective on May 12, 2022. A prospectus supplement describing the terms of the offering and the accompanying base prospectus will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. The offering of these securities may be made only by means of a prospectus. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained by contacting: Roth Capital Partners, 888 San Clemente Drive, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: [phone], or by email at [e-mail].