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): January 31, 2018
Smith Micro Software, Inc.
(Exact name of Registrant as Specified in Its Charter)
|
Delaware |
01-35525 |
33-0029027 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
51 Columbia Aliso Viejo, CA
|
92656 |
|
(Address of Principal Executive Offices)
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (949) 362-5800
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):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1.01 Entry into a Material Definitive Agreement.
On January 30, 2018, Smith Micro Software, Inc. (the “ Company ”) entered into amendments to certain of its existing Secured Promissory Notes (the “ Notes ”), for the sole purpose of extending the relevant maturity dates as noted below. The amendments amend the following Notes:
|
|
- |
Note dated August 18, 2017 issued to Steven L. Elfman and Monique P. Elfman, amended to extend the maturity date of the Note to February 11, 2018. Steven L. Elfman is a director of the Company. |
|
|
- |
Note dated June 26, 2017 issued to William W. Smith, Jr. and Dieva L. Smith, amended to extend the maturity date to July 25, 2018. William W. Smith, Jr. is Chairman and Chief Executive Officer of the Company. |
|
|
- |
Notes dated August 24, 2017 issued to Next Generation TC FBO Andrew Arno IRA 1663 and Andrew Arno, amended to extend the maturity date of each to July 25, 2018. Andrew Arno is a director of the Company. |
The foregoing descriptions of the various amendments are qualified in their entirety by reference to the complete text of the amendments, each of which is filed as an exhibit to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation of a Registrant.
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
|
(d) |
Exhibits |
|
Exhibit |
|
Description |
|
|
|
|
|
10.1 |
|
|
|
10.2 |
|
|
|
10.3 |
|
|
|
10.4 |
|
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.
|
|
|
Smith Micro Software, Inc. |
|
|
|
|
|
|
|
Date: January 31, 2018 |
|
By: |
/s/ Timothy C. Huffmyer |
|
|
|
|
Timothy C. Huffmyer |
|
|
|
|
Vice President and Chief Financial Officer |
|
|
|
|
|
Exhibit 10.1
SECOND AMENDMENT TO SECURED PROMISSORY NOTE
(STEVEN L. ELFMAN AND MONIQUE P. ELFMAN, JT/WROS)
This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this “ Amendment ”) is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the “ Company ”), and STEVEN L. ELFMAN AND MONIQUE P. ELFMAN, JT/WROS (“ Holder ”), and amends that certain Secured Promissory Note, dated June 23, 2017, issued by the Company to Holder in the principal amount of $1,000,000, as amended by that certain Amendment to Secured Promissory Note dated August 18, 2017 (the “ Note ”) . Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.
RECITALS
WHEREAS, the parties desire to extend the Maturity Date of the Note as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendment to Note . Effective as of the date hereof, the Maturity Date of the Note is hereby extended to February 11, 2018.
Section 2. Effect of Amendment . Except as expressly set forth in this Amendment, no other changes or modifications to the Note are intended or implied by this Amendment. To the extent of any conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control.
Section 3. Miscellaneous . This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties to this Amendment may execute this Amendment by signing any such counterpart. Facsimile and electronically copied signatures on this Amendment shall be deemed the equivalent of original signatures. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
[Remainder of page intentionally left blank]
Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be duly executed by their respective authorized representatives as of the date first written above.
COMPANY:
SMITH MICRO SOFTWARE, INC.
By: /s/ Timothy C. Huffmyer
Name: Timothy C. Huffmyer
Title: Vice President and Chief Financial Officer
HOLDER:
/s/ Steven L. Elfman
Steven L. Elfman
/s/ Monique P. Elfman
Monique P. Elfman
Exhibit 10.2
AMENDMENT TO SECURED PROMISSORY NOTE
(WILLIAM W. SMITH, JR. AND DIEVA L. SMITH, JT/WROS)
This AMENDMENT TO SECURED PROMISSORY NOTE (this “ Amendment ”) is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the “ Company ”), and WILLIAM W. SMITH, JR. AND DIEVA L. SMITH, JT/WROS (“ Holder ”), and amends that certain Secured Promissory Note, dated June 26, 2017, issued by the Company to Holder in the principal amount of $1,000,000 (the “ Note ”) . Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.
RECITALS
WHEREAS, the parties desire to extend the Maturity Date of the Note as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendment to Note . Effective as of the date hereof, the Maturity Date of the Note is hereby extended to July 25, 2018.
Section 2. Effect of Amendment . Except as expressly set forth in this Amendment, no other changes or modifications to the Note are intended or implied by this Amendment. To the extent of any conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control.
Section 3. Miscellaneous . This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties to this Amendment may execute this Amendment by signing any such counterpart. Facsimile and electronically copied signatures on this Amendment shall be deemed the equivalent of original signatures. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
[Remainder of page intentionally left blank]
Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be duly executed by their respective authorized representatives as of the date first written above.
COMPANY:
SMITH MICRO SOFTWARE, INC.
By: /s/ Timothy C. Huffmyer
Name: Timothy C. Huffmyer
Title: Vice President and Chief Financial Officer
HOLDER:
/s/ William W. Smith, Jr.
William W. Smith, Jr.
/s/ Dieva L. Smith
Dieva L. Smith
Exhibit 10.3
AMENDMENT TO SECURED PROMISSORY NOTE
( NEXT GENERATION TC FBO ANDREW ARNO IRA 1663 )
This AMENDMENT TO SECURED PROMISSORY NOTE (this “ Amendment ”) is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the “ Company ”), and NEXT GENERATION TC FBO ANDREW ARNO IRA 1663 (“ Holder ”), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the principal amount of $175,000 (the “ Note ”) . Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.
RECITALS
WHEREAS, the parties desire to extend the Maturity Date of the Note as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendment to Note . Effective as of the date hereof, the Maturity Date of the Note is hereby extended to July 25, 2018.
Section 2. Effect of Amendment . Except as expressly set forth in this Amendment, no other changes or modifications to the Note are intended or implied by this Amendment. To the extent of any conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control.
Section 3. Miscellaneous . This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties to this Amendment may execute this Amendment by signing any such counterpart. Facsimile and electronically copied signatures on this Amendment shall be deemed the equivalent of original signatures. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
[Remainder of page intentionally left blank]
Exhibit 10.3
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be duly executed by their respective authorized representatives as of the date first written above.
COMPANY:
SMITH MICRO SOFTWARE, INC.
By: /s/ Timothy C. Huffmyer
Name: Timothy C. Huffmyer
Title: Vice President and Chief Financial Officer
HOLDER:
NEXT GENERATION TC FBO ANDREW ARNO IRA 1663
By: /s/ Kyle Schickram
Name: Kyle Schickram
Title: Transaction Specialist
Exhibit 10.4
AMENDMENT TO SECURED PROMISSORY NOTE
(ANDREW ARNO)
This AMENDMENT TO SECURED PROMISSORY NOTE (this “ Amendment ”) is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the “ Company ”), and ANDREW ARNO (“ Holder ”), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the original principal amount of $75,000, but with a current outstanding principal amount of $25,000 (the “ Note ”) . Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.
RECITALS
WHEREAS, the parties desire to extend the Maturity Date of the Note as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendment to Note . Effective as of the date hereof, the Maturity Date of the Note is hereby extended to July 25, 2018.
Section 2. Effect of Amendment . Except as expressly set forth in this Amendment, no other changes or modifications to the Note are intended or implied by this Amendment. To the extent of any conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control.
Section 3. Miscellaneous . This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties to this Amendment may execute this Amendment by signing any such counterpart. Facsimile and electronically copied signatures on this Amendment shall be deemed the equivalent of original signatures. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
[Remainder of page intentionally left blank]
Exhibit 10.4
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be duly executed by their respective authorized representatives as of the date first written above.
COMPANY:
SMITH MICRO SOFTWARE, INC.
By: /s/ Timothy C. Huffmyer
Name: Timothy C. Huffmyer
Title: Vice President and Chief Financial Officer
HOLDER:
/s/ Andrew Arno
Andrew Arno