Smith Micro Announces 1-for-8 Reverse Stock Split
April 03 2024 - 4:15PM
Business Wire
Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the
“Company”), announced today that the Company’s Board of Directors
has approved a 1-for-8 reverse split of the Company’s Common Stock,
par value $0.001 per share (the “Common Stock”) (the “Reverse
Split”). The Reverse Split was approved by the Company’s
stockholders at a special meeting held on April 3, 2024. The
Reverse Split will legally take effect at 11:59 p.m. Eastern Time,
on April 10, 2024. The Company’s Common Stock will open for trading
under a new CUSIP number 832154405 on The Nasdaq Capital Market on
April 11, 2024, on a split-adjusted basis under the current ticker
symbol “SMSI.” The Reverse Split is intended to increase the per
share trading price of the Company’s common stock to enable the
Company to regain compliance with the minimum bid price requirement
for continued listing on The Nasdaq Capital Market.
The Reverse Split will automatically convert every eight current
shares of the Company’s common stock, whether issued and
outstanding or held by the Company as treasury stock, into one
share of fully paid and nonassessable common stock. No fractional
shares will be issued in connection with the Reverse Split.
Stockholders of record who would otherwise be entitled to receive a
fractional share of the Company’s common stock following the
Reverse Split will be entitled to rounding up of the fractional
share to the nearest whole number.
The Reverse Split will reduce the aggregate number of shares of
outstanding Common Stock from approximately 76,805,280 shares to
approximately 9,600,660 shares (based on outstanding shares as of
April 2, 2024). The total authorized number of shares will remain
unchanged. The terms of all outstanding warrants currently
exercisable for shares of Common Stock, and all equity awards
granted under the Company’s equity plans, including the per share
exercise price of options and the number of shares issuable under
such options, will be proportionally adjusted to maintain their
economic value, subject to adjustments for any fractional shares as
described above. In addition, the total number of shares of common
stock that may be the subject of future grants under the Company’s
equity plans, as well as any plan limits on the size of such grants
will be adjusted and proportionally decreased as a result of the
Reverse Split.
Stockholders holding their shares electronically in book-entry
form are not required to take any action to receive post-Reverse
Split shares. Stockholders owning shares through a bank, broker, or
other nominee will have their positions automatically adjusted to
reflect the Reverse Split, subject to brokers’ particular
processes, and will not be required to take any action in
connection with the Reverse Split. For those stockholders holding
physical stock certificates, the Company’s transfer agent,
Computershare, will send instructions for exchanging those
certificates for shares held electronically in book-entry form or
for new certificates, in either case representing the post-Reverse
Split number of shares, including the impact of any rounding to the
nearest whole number of shares in lieu of fractional shares, if
applicable.
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 around the world. From enabling the digital
family lifestyle to providing powerful voice messaging
capabilities, Smith Micro’s 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 within the meaning of
the Private Securities Litigation Reform Act, including statements
related to our financial prospects, goals and other projections of
our outlook or performance and our future business plans, and
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. Further,
certain forward-looking statements are based on assumptions as to
future events that may not prove to be accurate, including the
Company’s expectations regarding the effect of the Reverse Split
and its continued listing on Nasdaq.
Among the important factors that could cause or contribute to
such differences are customer concentration, given that the
majority of our sales depend on a few large customer relationships
and the loss of any of them could materially and negatively affect
our business, delay or failure of our customers to accept and
deploy our products and services or new or upgraded versions
thereof, delay or failure of our customers’ end users to adopt our
products and services or new or upgraded versions thereof, our
reliance on third party operating systems for the proper operation
and delivery of our solutions and any barriers to our use of such
third party technology, our reliance on third party application
stores for the distribution of our software applications to users
and any barriers to such distribution, including any delay or
failure of such third party to approve new versions of our
applications or their implementation and/or application of policies
that may be harmful to our business, unanticipated delays or
obstacles in our development and release cycles, the degree to
which competing business needs may affect our allocation of
resources to planned projects, the risk of harm to our business
resulting from our recent and any future cost reduction efforts,
our ability to attract and retain key technical personnel that are
essential to our product development and support efforts, changes
in demand for our products from our customers and their end users,
changes in requirements for our products imposed by our customers
or by the third party providers of software and/or platforms that
we use, our ability to effectively integrate, market and sell
acquired product lines, new and changing technologies and customer
acceptance and timing of deployment of those technologies, and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240403257459/en/
PR INQUIRIES: Smith Micro Software Paula Yurkovich +1
(412) 260-1259 pr2@smithmicro.com
IR INQUIRES: Smith Micro Software Charles Messman +1
(949) 362-5800 IR@smithmicro.com
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