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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)

 

 

Delaware

001-35525

33-0029027

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

5800 Corporate Drive

Pittsburgh, PA

 

15237

(Address of Principal Executive Offices)

 

(Zip Code)

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):

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))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

SMSI

 

NASDAQ

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.

Item 7.01

Regulation FD Disclosure

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

(d)

Exhibits

 

Exhibit

 

Description

 

 

 

 

 

99.1

  

Press Release dated July 20, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


 

 

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.

 

 

 

Smith Micro Software, Inc.

 

 

 

 

Date:  July 20, 2021

 

By:

/s/ Timothy C. Huffmyer

 

 

 

Timothy C. Huffmyer

 

 

 

Vice President and Chief Financial Officer