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): July 20, 2021 (July 14, 2021)

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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

(b) On July 14, 2021, Timothy C. Huffmyer informed Smith Micro Software, Inc. (the “Company”) of his decision to resign as Vice President, Chief Financial Officer, Treasurer and Secretary (principal accounting and financial officer) of the Company, effective as of September 3, 2021. Mr. Huffmyer is resigning to pursue another opportunity, and his resignation is not related to any issues regarding financial disclosures or accounting matters. It is anticipated that Mr. Huffmyer will remain in his current positions until September 3, 2021 or until his successor is sooner employed. The Company has engaged a national search firm to identify his successor.

The Company issued a press release on July 20, 2021 announcing the management change described above, 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 and the accompanying press release 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

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.

smsi-ex991_37.htm

EXHIBIT 99.1

IR INQUIRIES:

Charles Messman

Investor Relations

949-362-5800

IR@smithmicro.com

Smith Micro Announces the Resignation of Chief Financial Officer Tim Huffmyer

PITTSBURGH, PA, July 20, 2021 – Smith Micro Software, Inc. (NASDAQ: SMSI) today announced that Tim Huffmyer has informed the Company of his intention to resign as Chief Financial Officer (CFO) to pursue an opportunity with another company.  Mr. Huffmyer is expected to continue his role as CFO over the next seven weeks, while assisting the Company with an orderly transition, including the search for his replacement.

William W. Smith, Jr., President and CEO of Smith Micro Software, said, “On behalf of Smith Micro, I want to thank Tim for his commitment and many contributions to Smith Micro Software over his tenure with the Company. Tim has been a valuable member of our management team and we wish him well in his future endeavors.”

“It has been a pleasure to serve as the CFO of Smith Micro Software over the past four years,” said Tim Huffmyer. “I am very confident that the Company is in a great position for success going forward.”

The Company has commenced a formal search for a new Chief Financial Officer, retaining a national executive search firm to support the process.

Smith Micro Announces the Resignation of Chief Financial Officer Tim HuffmyerPage 2 of 2

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 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, including statements related to the Company’s expected future performance and other 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 changes resulting from or relating to difficulties in hiring or retaining key management personnel, the ongoing COVID-19 pandemic, including changes in consumer behavior, changes in our customers’ retail store operations and/or changes in health and safety recommendations and requirements, changes in customer or platform requirements and limitations on 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.