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

Item 1.01. Entry into a Material Definitive Agreement

On May 16, 2017, Smith Micro Software, Inc. (the Company) entered
into subscription agreements with several investors for the
issuance and sale by the Company (the Offering) of an aggregate
of 2,077,000 shares (the Shares) of the Companys common stock,
par value $0.001 per share (the Common Stock), in a registered
direct offering at a purchase price of $1.05 per share, for gross
proceeds to the Company of $2.2 million.The Company intends to
use the net proceeds from the Offering for general corporate
purposes. The closing of the Offering is expected to occur on May
17, 2017, subject to the satisfaction of customary closing
conditions.

The Company engaged Sutter Securities Incorporated and Chardan
Capital Markets, LLC as co-placement agents in connection with
the Offering to engagement letter agreements with each firm.The
Company agreed to pay the placement agents a cash placement fee
equal to 6.0% of the gross proceeds of the Offering, and will
issue to the placement agents warrants to purchase shares of
Common Stock equal to 5.0% of the number of shares sold through
each of them, without duplication, at an exercise price per share
equal to $1.265 (Sutter) and $1.155 (Chardan).The warrants will
have a term of five years and will be exercisable beginning on
November 18, 2017.

The foregoing descriptions of the subscription agreements and
placement agent warrants are qualified in their entirety by
reference to the complete text of such agreements filed hereto as
Exhibits 10.1 and 4.1, respectively.

The Company estimates that the net proceeds from the Offering
will be approximately $1.9 million, after deducting the expenses
of the Offering and the fees payable to the placement agents.

The Shares are being offered by the Company to a shelf
registration statement on Form S-3 (File No. 333-215786), which
was declared effective on February 10, 2017 by the Securities and
Exchange Commission (the SEC).The Shares may be offered only by
means of a prospectus, including a prospectus supplement, forming
a part of the effective registration statement. A prospectus
supplement relating to the offering of the Shares was filed with
the SEC and is available on the SECs website at
http://www.sec.gov.

The legal opinion, including the related consent, of Loeb Loeb
LLP relating to the legality of the issuance and sale of the
Shares is filed hereto as Exhibit 5.1.

Item 7.01. Regulation FD Disclosure.

On May 17, 2017, the Company issued a press release announcing
the Offering. A copy of the Companys press release is furnished
and not filed to Item 7.01 as Exhibit 99.1 hereto. Such
information shall not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by
reference into any of the Companys filings under the Securities
Act or the Exchange Act whether made before or after the date
hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by
specific reference in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 -0.05 at 1.10 with 62,942 shares trading hands.