Smith Micro Publicizes Launch of Observe-Up Public Providing

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PITTSBURGH – (BUSINESS WIRE) – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless carriers and cable MSOs, today announced the launch of one subscribed public offering of US $ 62 million of the company’s common stock, pursuant to a filing of registration with the Securities and Exchange Commission (“SEC”). In addition, Smith Micro expects to grant subscribers to the Offering a 30-day option to purchase up to 15% of its common stock in the Company at the public offer price less subscription discounts and commissions to cover overdrafts. Assignments.

Smith Micro intends to use the net proceeds of this offer to fund the purchase price payable to Avast plc (“Avast”) in connection with the Company’s proposed acquisition of Avast’s Family Software mobile software business and for general corporate purposes.

B. Riley Securities and Roth Capital Partners are acting as joint book-running managers for the offering, with Lakestreet Capital Markets and The Benchmark Company acting as co-managers. SEG Group, a division of Bradley Woods & Company, is acting as financial advisor.

A shelf registration statement on Form S-3, File Number 333-238053 relating to the public offering of the common shares described above was filed with the Securities and Exchange Commission (“SEC”) and declared effective May 13th. 2020. A preliminary prospectus addition describing the terms of the offering and the related base prospectus has been filed with the SEC and is available free of charge on the SEC’s website at www.sec.gov.

These securities may only be offered by means of a prospectus. Copies of the Provisional Supplement and the accompanying prospectus accompanying the Offering can be obtained from: B. Riley Securities, Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email atspectus@brileyfin.com or by calling (703) 312-9580.

This press release is not an offer, solicitation or solicitation of an offer to buy, nor may any sale of these securities take place in any state or jurisdiction where such offer, solicitation or sale would be prior to registration or unlawful under the qualification Securities laws of any such state or jurisdiction.

About Smith Micro Software, Inc.

Smith Micro develops software that simplifies and enhances the mobile experience and provides solutions for some of the world’s leading wireless carriers and cable MSOs. Our solutions enable the family’s digital lifestyle and offer powerful voice messaging capabilities. They enrich today’s connected lifestyle and offer new ways to attract consumers to consumers via smartphones and IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing and monetizing large content, such as: B. Visual voice messaging, optimizing the display of retail content, and performing analysis for all product groups. Please visit www.smithmicro.com for more information.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements about future events or results, including statements regarding our financial prospects, the anticipated impact of our announced acquisition of Avast’s Family Safety Mobile business, and the successful launch of our subscribed public offering of Common shares, the proceeds of which will be used to fund it the Avast acquisition, the benefits we believe our products will provide to our customers and other statements using words such as “expect”, “anticipate”, “believe”, “plan”, “intend”, “could”, “may”, “will” and other similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that may cause or contribute to such differences include: our continued customer focus and the ability to establish and maintain strategic relationships with customers and manufacturers; our ability to retain key personnel; possible harm to our business from future security and privacy breaches; effective operation with operating systems; Devices and networks that we don’t control; the presence of undetected software defects in our products; Competition in our industry and in the core vertical markets in which we operate; Changes as a result of or in connection with the ongoing COVID-19 pandemic; the rapid technological development in our market; Risks associated with international operations; Compliance with applicable laws and regulations; our ability to protect our intellectual property and act without violating the intellectual property of others; any failure to meet the continued listing requirements of NASDAQ; our ability to continue to raise adequate capital; Maintaining ongoing profitability; Ability to continue as a company; Changes in operating income due to shifts in our revenue mix and fluctuations in our operating costs; our reliance on intellectual property and third party licenses; the difficulty of predicting our quarterly sales and operating results; Fluctuations in our share price, including as a result of the announcement of the Avast acquisition and / or our announced public offering; the dilutive effects of potential stock offerings; potential non-accretive effects of the Avast acquisition; unexpected changes in our financial condition or results of operations following the acquisition of Avast; and a failure to complete the Avast acquisition. These and other factors discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q and the preliminary prospectus relating to our public offering, could cause actual results materially different from those stated or implied in forward-looking statements. The forward-looking statements contained in this press release are based on management’s beliefs and beliefs, and we assume no obligation to update these statements to reflect events or circumstances that occur after the date of this press release.

Charles Messman

Investor Relations

+1 949-362-2306

IR@smithmicro.com

Source: Smith Micro Software, Inc.

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