Smith Micro Software, Inc. (NASDAQ:SMSI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

As previously announced, on September2, 2016, Smith Micro
Software, Inc. (the Company) entered into a Note
and Warrant Purchase Agreement (the Purchase
Agreement) with Unterberg Koller Capital Fund L.P.
(Unterberg) and William W. and Dieva L. Smith
(collectively, Smith), to which the Company
issued and sold to Unterberg and Smith in a private placement
senior subordinated promissory notes in the aggregate principal
amount of $4,000,000 (the Notes) and five-year
warrants (the Warrants) to purchase an aggregate
of 1,700,000 shares of the Companys common stock at an exercise
price of $2.74 per share. The Company completed these
transactions and issued the Notes and Warrants on September6,
2016.

On December27, 2016, the Company entered into an Amendment to the
Note issued to Unterberg and an Amendment to the Note and Warrant
issued to Smith. The Amendments were made to accommodate comments
received by the Company from the NASDAQ Listing Qualifications
staff.

The Amendments impose an explicit cap of 19.99% on the number of
shares issuable upon conversion of interest under the Notes and
upon exercise of Warrants issued under the Purchase Agreement,
calculated as a percentage of the Companys outstanding shares as
of September6, 2016. In addition, the Amendment entered into with
Smith fixes the conversion price of accrued interest under the
Smith Note at $2.3825 per share and establishes a floor exercise
price of the Smith Warrant at $2.3825 per share (as adjusted for
stock dividends, splits and combinations), notwithstanding the
anti-dilution provisions of the Smith Warrant.

The foregoing description of the Amendments does not purport to
be complete and is qualified in its entirety by reference to the
complete text of the Amendments, forms of which are filed as
exhibits to this Current Report on Form 8-K.

Item9.01 Financial Statement and Exhibits.

(d)Exhibits.

1

About Smith Micro Software, Inc. (NASDAQ:SMSI)

Smith Micro Software, Inc. is a provider of software solutions. The Company operates through two segments: Wireless and Graphics. The Company offers multi-platform, modular solutions organized into three product families, including NetWise, CommSuite and QuickLink. For mobile network operators, NetWise helps reduce cellular congestion and optimize data traffic across third-generation (3G), fourth-generation (4G) and wireless fidelity (Wi-Fi) networks. Graphics segment includes its consumer-based products, such as Poser, Anime Studio, Manga Studio, MotionArtist and StuffIt. The Graphics segment develops a range of software, including graphic design and animation, compression and personal computer (PC)/Mac utilities, for consumers, professional artists and educators. The Company also offers Family Safety platform for family locator and parental controls.

Smith Micro Software, Inc. (NASDAQ:SMSI) Recent Trading Information

Smith Micro Software, Inc. (NASDAQ:SMSI) closed its last trading session down -0.12 at 1.66 with 55,535 shares trading hands.