Supplemental Prospectus (Form 424B3)

Table of Contents

PROSPECTUS

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-295700

7,190,188 Shares of Common Stock Issuable Upon Conversion of Notes

11,034,437 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a "Selling Stockholder" and, together, the "Selling Stockholders") or their pledgees, assignees, distributees and successors-in-interest from time to time, of up to 18,224,625 shares of Company Common Stock, par value $0.001 per share ("Common Stock") issuable as follows:

	(i)	97,618 shares of Common Stock issuable upon the exercise of certain warrants (the "September 11 Warrants") that contain full-ratchet anti-dilution provisions, issued pursuant to those certain Note Purchase Agreements dated September 11, 2025 (the "September 11 Note Purchase Agreements") in connection with the issuance of secured promissory notes (the "September 11 Offering"). When originally issued, the September 11 Warrants were exercisable for up to 1,106,102 shares of Common Stock at an exercise price of $0.73 per share. As a result of subsequent issuances of securities by the Company, the September 11 Warrants will be adjusted in accordance with their provisions (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the September 11 Warrants will become exercisable for an additional 97,618 shares (for a current aggregate total of 1,203,720 shares) and will have an exercise price of $0.6708 per share (the "September 11 Warrant Shares");
	(ii)	54,103 shares of Company Common Stock issuable upon the exercise of certain warrants (the "September 29 Warrants") that contain full-ratchet anti-dilution provisions, issued pursuant to that certain Note Purchase Agreement dated September 29, 2025 ("the September 29 Note Purchase Agreement") in connection with the issuance of additional secured promissory notes (the "September 29 Offering"). When originally issued, the September 29 Warrants were exercisable for up to 544,303 shares of Common Stock at an exercise price of either $0.73 per share (with respect to certain September 29 Warrants exercisable for 137,471 shares of Common Stock) or $0.74 per share (with respect to the remainder of the September 29 Warrants). As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted in accordance with their provisions (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the September 29 Warrants will become exercisable for an additional 54,103 shares (for a current aggregate total of 598,406 shares) and will have an exercise price of $0.6708 per share (the "September 29 Warrant Shares");
	(iii)	1,480,165 shares of Company Common Stock issuable upon the exercise of certain warrants (the "February Warrants") with an exercise price of $0.68 per share (the "February Warrant Shares"), issued pursuant to that certain Note Purchase Agreement dated February 3, 2026 (the "February Note Agreement") in connection with the issuance of additional secured promissory notes (the "February Offering");
	(iv)	9,402,551 shares of Company Common Stock issuable upon the exercise of certain warrants (the "March Warrants") with an exercise price of $0.68 per share (the "March Warrant Shares"), issued pursuant to that certain Securities Purchase Agreement dated March 4, 2026 (the "March Purchase Agreement") in connection with the issuance of secured convertible promissory notes (the "March Notes and Warrants Offering"); and
	(v)	7,190,188 shares of Company Common Stock (the "Conversion Shares") issuable upon the conversion of the principal of and pursuant to the terms of those secured convertible promissory notes (the "Convertible Notes") issued pursuant to the March Purchase Agreement in the March Notes and Warrants Offering.

The September 11 Warrants, the September 29 Warrants, the February Warrants, and the March Warrants are collectively referred to herein as the "Warrants." The September 11 Warrant shares, the September 29 Warrant Shares, the February Warrant Shares and the March Warrant Shares, are collectively referred to herein as the "Warrant Shares." The September 11 Offering, the September 29 Offering, the February Offering and the March Notes and Warrants Offering are collectively referred to herein as the "Offerings."

We are registering the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rights that we have granted to the Selling Stockholders.

Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all the Common Stock on any stock exchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bear all other costs, expenses, and fees in connection with the registration of the Common Stock. See "Plan of Distribution" which begins on page 17 of this prospectus.

We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds from the sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up to approximately $7.5 million if all the Warrants held by the Selling Stockholders are exercised for cash, based on the current per share exercise prices of the Warrants. Our Common Stock is listed on the Nasdaq Capital Market under the symbol "SMSI." On May 7, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.8426.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE BEFORE PURCHASING ANY OF THE SHARES OFFERED BY THIS PROSPECTUS.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 20, 2026

	Page
ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
RISK FACTORS	11
DIVIDEND POLICY	11
DILUTION	11
USE OF PROCEEDS	11
DETERMINATION OF OFFERING PRICE	11
THE SELLING STOCKHOLDERS	12
PLAN OF DISTRIBUTION	17
DESCRIPTION OF SECURITIES TO BE REGISTERED	19
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND MORE INFORMATION	20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	20

ABOUT THIS PROSPECTUS

This prospectus provides you with a general description of the Common Stock that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in this prospectus or any prospectus supplement - the statement in the later-dated document modifies or supersedes the earlier statement.

This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Common Stock covered by this prospectus. You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise such information, whether as a result of new information, future events or any other reason. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under "Where You Can Find More Information."

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the Common Stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

This prospectus and the information incorporated by reference herein and therein contains references to trademarks, trade names and service marks belonging to us or other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable owner will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, trade names, and service marks included or incorporated by reference into this prospectus are the property of their respective owners.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "project," "will," "should," "may," "plan," "assume" and other expressions that predict or indicate future events and trends and that do not relate to historical matters. You should not unduly rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors. Such factors include, but are not limited to, the following:

Risks Related to our Business Operations

•	our customer concentration, given that the majority of our sales currently depend on a few large customer relationships;
•	our ability to establish and maintain strategic relationships with our customers and mobile device manufacturers, their ability to attract customers, and their willingness to promote our products;
•	our ability and/or customers' ability to distribute our mobile software applications to their end users through third party mobile software application stores, which we do not control;
•	our dependency upon effective operation with operating systems, devices, networks and standards that we do not control and on our continued relationships with mobile operating system providers, device manufacturers and mobile software application stores;
•	our ability to hire and retain key personnel;
•	the possibility of security and privacy breaches in our systems and in the third-party software and/or systems that we use, damaging client relations and inhibiting our ability to grow;
•	interruptions or delays in the services we provide from our data center hosting facilities or virtual cloud infrastructures;

•	the existence of undetected software defects in our products and our failure to resolve detected defects in a timely manner;

Financial, Investment and Indebtedness Risks

•	our ability to remain a going concern;
•	our ability to raise additional capital and the risk of such capital not being available to us at commercially reasonable terms or at all;
•	our ability to be profitable;
•	current and potential future negative impacts from cost reduction efforts we have taken and may in the future undertake;
•	adverse impact to our results of operations if we fail to realize the full value of our intangible assets;
•	the dilutive impact to our stockholders of the exercise of our outstanding warrants;

Risks Related to Our Industry and Macroeconomic Conditions

•	changes in our operating income due to shifts in our sales mix and variability in our operating expenses;
•	our current client concentration within the vertical wireless carrier market, and the potential impact to our business resulting from changes within this vertical market, or failure to penetrate new markets;

•	rapid technological evolution and resulting changes in demand for our products from our key customers and their end users;

•	intense competition in our industry and the core vertical markets in which we operate, and our ability to successfully compete;
•	the risks inherent with international operations;

Legal and Regulatory Risks

•	the risk of being delisted from Nasdaq if we continue to fail to meet any of its applicable listing requirements;
•	the impact of evolving information security and data privacy laws on our business and industry;
•	the impact of governmental regulations on our business and industry;
•	our ability to protect our intellectual property and our ability to operate our business without infringing on the rights of others;

Risks Related to our Convertible Notes

•	the terms and repayment obligations may restrict our ability to obtain additional financing;
•	the conversion of the Convertible Notes and exercise of accompanying warrants will have a dilutive effect;
•	the Convertible Notes are secured, and default on the Convertible Notes could cause the note holders to foreclose on our assets;
•	the Convertible Note holders have additional rights upon an event of default that could harm our financial condition or require us to curtail or cease operations;

Other General Risks

•	negotiation of new or amended agreements may result in longer sales and launch cycles than expected, which could impact our financial position;
•	our ability to assimilate acquisitions without diverting management attention and impacting current operations;

•	failure to realize the expected benefits of prior acquisitions;
•	the availability of third-party intellectual property and licenses needed for our operations on commercially reasonable terms, or at all;
•	the difficulty of predicting our quarterly revenues and operating results and the chance of such revenues and results falling below analyst or investor expectations, which could cause the price of our Common Stock to fall; and

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from the anticipated future results, performance or achievements expressed or implied by any forward-looking statements, including the factors described under the heading "Risk Factors" in this prospectus, under similar headings in the documents incorporated by reference into this prospectus, and the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, specifically under the heading "Item 1A: Risk Factors" and elsewhere in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on March 5, 2026, and any of our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should evaluate all forward-looking statements made in this prospectus, including the documents we incorporate by reference, in the context of these risks, uncertainties and other factors.

All forward-looking statements in this prospectus, including the documents we incorporate by reference, apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

RISK FACTORS

Investing in our securities involves risk. Before making an investment decision, you should carefully consider the risks described in our most recent Annual Report on Form 10-K, and any updates to our risk factors in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus, in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may materially and adversely affect our business, financial condition and results of operations. See the section of this prospectus titled "Where You Can Find More Information."

DIVIDEND POLICY

We currently intend to retain any future earnings and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors, subject to applicable laws, and will depend upon our financial condition, operating results, capital requirements, general business conditions, any contractual restrictions and such other factors as our board of directors may deem relevant or appropriate.

DILUTION

The offering of (i) the shares of Common Stock, (ii) the shares of Common Stock issuable upon exercise of the Warrants, and (iii) the shares of Common Stock issuable upon conversion of the principal of the Convertible Notes by the Selling Stockholders on a continuous or delayed basis in the future will not result in a change to the net tangible book value per share of our Common Stock before and after the distribution of such shares of Common Stock by the Selling Stockholders. However, purchasers of such shares of Common Stock from the Selling Stockholders will experience dilution to the extent of the difference between the amount per share paid and the net tangible book value per share of our Common Stock at the time of purchase.

As of March 31, 2026, our historical net tangible book value was approximately $1.0 million, or $0.04 per share, based on 25,609,766 shares of our Common Stock outstanding as of that date. The net tangible book value per share as of March 31, 2026 does not take into consideration the net proceeds we received or the 18,224,625 shares of Common Stock issuable pursuant to the offerings referenced above. If the net proceeds had been received as of March 31, 2026 and those 18,224,625 shares were outstanding as of that date, then the net tangible book value would have been $0.02 per share as of that date.

To the extent the Warrants are exercised, the Convertible Notes are converted, any options or warrants outstanding as of March 31, 2026 are exercised, or new options, restricted stock awards, restricted stock units or performance stock units are issued under our equity incentive plans, shares are purchased pursuant to our employee stock purchase plan, or we otherwise issue additional shares of Common Stock in the future, purchasers of our Common Stock from the Selling Stockholders may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or debt securities, the issuance of these securities could result in further dilution to our stockholders.

USE OF PROCEEDS

This prospectus relates to the resale by the Selling Stockholders of up to 18,224,625 shares of Common Stock. The Selling Stockholders will receive all the proceeds from this offering. We will not receive any of the proceeds from the sale or other disposition of our Common Stock by the Selling Stockholders pursuant to this prospectus. However, we may receive proceeds in the aggregate of up to approximately $7.5 million if all the Warrants are exercised for cash, based on the current per share exercise price of the Warrants. We cannot predict when, at what price, or if, the Warrants will be exercised. It is possible that the exercise price of certain of the Warrants may be further adjusted in a downward fashion or that the Warrants may expire and may never be exercised for cash.

We intend to use any proceeds from the exercise of the Warrants for general corporate purposes and working capital. We may temporarily invest the net proceeds, if any, in short-term, interest-bearing instruments or other investment-grade securities. We have not determined the amount of net proceeds, if any, to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of any net proceeds it receives as a result of the exercise of the Warrants.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which the shares of our Common Stock may be sold by the Selling Stockholders under this prospectus.

THE SELLING STOCKHOLDERS

The shares of Common Stock being offered by the Selling Stockholders are those shares of Common stock issuable to the Selling Stockholders upon conversion of the principal of the Convertible Notes and upon exercise of the Warrants issued in the Offerings. We are registering the shares of Common stock issuable upon conversion of the principal of the Convertible Notes issued in the March Notes and Warrants Offering and the shares of Common Stock issuable upon exercise of the Warrants in order to permit the Selling stockholders to offer the Common Stock for resale from time to time.

The shares of Common Stock being offered by the Selling Stockholders are those shares of Common Stock issued pursuant to the November Private Placement Transaction, and those shares issuable to the Selling Stockholders upon exercise of the Warrants issued in the Offerings. We are registering the shares of Common Stock issued pursuant to the November 2025 Private Placement Transaction and shares of Common Stock issuable upon exercise of the Warrants in order to permit the Selling Stockholders to offer the Common Stock for resale from time to time.

Except for (i) ownership of Warrants, (ii) ownership of Convertible Notes, (iii) participation in the September 11 Offering and September 29 Offering; (iv) participation in the registered direct offering and concurrent private placement in each of October 2024 and November 2025, (v) serving as an executive officer of the Company (with respect to Timothy C. Huffmyer), (vi) presently serving as Executive Chairman of the Company and formerly serving through March 31, 2026 as the Company's Chairman, President and Chief Executive Officer (with respect to William W. Smith, Jr.) and (vii) a consulting agreement to which the Company is a party (with respect to Brian G. Swift, the sole manager of BGSwiftRoth LLC), the Selling Stockholders have not had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of Common Stock held by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder based on its beneficial ownership of the Warrants, the Convertible Notes and our Common Stock, as of May 7, 2026, assuming exercise of all the Warrants and conversion of the principal of all of the Convertible Notes held by each Selling Stockholder on that date at (i) ratcheted exercise prices (with respect to the September 11 Warrants and September 29 Warrants), (ii) currently applicable exercise prices (with respect to the remaining Warrants), or (iii) currently applicable conversion prices (with respect to the Convertible Notes), without regard to any limitations on exercise or conversion.

The third column lists the shares of Common Stock being offered under this prospectus by the Selling Stockholders.

In accordance with the terms of each of the applicable purchase agreements for the Offerings described herein, this prospectus generally covers the resale of (i) the maximum number of shares of Common Stock issuable upon conversion of the principal of the Convertible Notes issued in the March Notes and Warrants Offering (at the currently applicable conversion price of $0.68 per share), (ii) the maximum number of shares of Common Stock issuable upon exercise of the September 11 Warrants and September 29 Warrants (at ratcheted exercise prices, assuming future stockholder approval of the same), and (iii) the maximum number of shares of Common Stock currently issuable upon exercise of the remaining Warrants, in each case determined as if the outstanding Convertible Notes and Warrants were converted or exercised (as the case may be) in full as of the trading day immediately preceding the date of the registration statement of which this prospectus forms a part was initially filed with the SEC, without regarding to any limitations on conversion of the Convertible Notes or exercise of the Warrants and without regard to any potential adjustments in the number of shares of Common Stock issuable pursuant to the adjustment provisions contained in the Convertible Notes and Warrants (as applicable). Because the conversion price of the Convertible Notes and the exercise price of the Warrants may be adjusted in certain circumstances, the number of shares that may ultimately be issued upon exercise of the Warrants or conversion of the Convertible Notes (as the case may be), may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all the shares of Common Stock offered by the Selling Stockholders pursuant to this prospectus.

Under the terms of the Convertible Notes and the March Warrants, a Selling Stockholder may not convert the Convertible Notes or exercise any portion of March Warrants to the extent such conversion or exercise (as the case may be) would cause the Selling Stockholder to own more than 19.99% (or 49.99% solely in the case of Smith) of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be).

Under the terms of the remaining Warrants, a Selling Stockholder may not exercise any portion of the Warrants to the extent such exercise would cause the Selling Stockholder (together with the Selling Stockholder's affiliates, and any other persons acting as a group together with the Selling Stockholder or the Selling Stockholder's affiliates) to own more than 4.99% (or, upon election by the Selling Stockholder prior to the issuance of any Warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such Warrant. A Selling Stockholder may decrease, or upon at least 61 days' prior notice to the Company, increase such limitation, but, in no event shall such beneficial ownership limitation exceed 9.99%. Additionally, pursuant to the terms of the September 11 and September 29 Warrants, no adjustment to the exercise price (or proportional adjustment to the number of shares) shall be made under each such warrant's "full-ratchet" adjustment or reverse stock split-related anti-dilution adjustment, unless and until the Company has received approval from the Company's stockholders in accordance with the rules and regulations of Nasdaq. The Company has agreed to seek stockholder approval of these matters at its annual meeting to be held on May 26, 2026.

The Selling Stockholders may sell all, some or none of their shares of Common Stock in this offering. See "Plan of Distribution."

Name of Selling Stockholder		Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus (2)			Number of Shares of Common Stock Beneficially Owned After Offering (3)		Percentage of Beneficial Ownership After Offering (3)
Roy L. Rogers 2020 Dynasty Trust(4)		765,994 (5)			187,627		578,367		2.3	%
Roy and Ruth Rogers Unitrust, UTD 9/29/89(6)		509,432 (7)			187,627		321,805		1.3	%
Roy L. Rogers Survivor's Trust(8)		853,123 (9)			187,627		665,496		2.6	%
Howard Miller(10)		224,336 (11)			6,104		218,232		0.9	%
BGSwiftRoth LLC(12)		254,837 (13)			186,522		68,315		0.3	%
Jon D and Linda W Gruber Trust(14)		671,630 (15)			20,985		650,645		2.5	%
Timothy C. Huffmyer(16)		623,034 (17)			319,295		303,739		1.2	%
William W. Smith, Jr. and Dieva L. Smith, as Co-Trustees UA 11/30/2021, Smith Living Trust(18)		28,444,097 (19)			17,128,838		11,315,259		44.3	%

(1)

This table and the information in the notes below are based on information supplied by the selling stockholders and upon 25,557,408 shares of Common Stock issued and outstanding as of May 7, 2026 (prior to any deemed issuance of any shares of Common Stock issuable upon conversion of the Convertible Notes and exercise of the Warrants). The Convertible Notes and the Warrants each contain certain beneficial ownership limitations. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% (or 49.99% solely in the case of Smith) of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). The remaining Warrants contain certain beneficial ownership limitations, which provide that a holder will not have the right to exercise any portion of its Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any Warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such Warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation with respect to the Warrants exceed 9.99%. Additionally, the Selling Stockholders may have acquired shares of Common Stock on the open market without the Company's knowledge that may not be reflected. Additionally, pursuant to the terms of the September 11 and September 29 Warrants, no adjustment to the exercise price (or proportional adjustment to the number of shares) shall be made under each such warrant's "full-ratchet" adjustment or reverse stock split-related anti-dilution adjustment, unless and until the Company has received approval from the Company's stockholders in accordance with the rules and regulations of Nasdaq.

(2)

Represents shares of Common Stock underlying the Convertible Notes and Warrants issued to the Selling stockholders in connection with the Offerings and offered hereby. With respect to the Convertible Notes, this reflects the maximum number of shares of Common Stock issuable upon conversion of the principal of the Convertible Notes at the currently applicable conversion price, without regard to any limitations on exercise or conversion. With respect to the Warrants, this reflects the maximum number of shares of issuable upon exercise of the Warrants at (i) ratcheted exercise prices (with respect to the September 11 Warrants and September 29 Warrants), (ii) currently applicable exercise prices (with respect to the remaining Warrants), in each case without regard to any limitations on exercise or conversion. The actual number of shares of Common Stock offered hereby and included in the registration statement of which this prospectus forms a part includes, in accordance with Rule 416 under the Securities Act, such indeterminate number of additional shares of our Common Stock as may become issuable in connection with any proportionate adjustment for any stock splits, stock combinations, stock dividends, recapitalizations or similar events with respect to the Common Stock.

(3)

We do not know when or in what amounts a Selling Stockholder may offer shares of our Common Stock for sale. The Selling Stockholders might not sell any or might sell all the shares of our Common Stock offered by this prospectus. Because the Selling Stockholders may offer all or some of the shares of our Common Stock pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of our Common Stock, we cannot estimate the number of shares of our Common Stock that will be held by the Selling Stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares of our Common Stock covered by this prospectus will be held by the Selling Stockholders. Further, this table does not reflect the application of the beneficial ownership limitations to which the Selling Stockholders are subject in connection with the exercise of the Warrants or conversion of the Convertible Notes.

(4)	Roy L. Rogers is the trustee of the Roy L. Rogers 2020 Dynasty Trust and holds sole voting and dispositive power over the shares held by the trust.

(5)

These shares are comprised of (i) 264,351 shares of Common Stock, (ii) 78,274 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (iii) 423,369 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 74,800 shares of Common Stock issuable upon the exercise of September 29 Warrants and 102,358 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 67,805 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 6,995 shares of Common Stock. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). Each of the remaining warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(6)	Roy L. Rogers is the trustee of the Roy and Ruth Rogers Unitrust, UTD 9/29/89 and holds sole voting and dispositive power over the shares held by the trust.

(7)

These shares are comprised of (i) 136,544 shares of Common Stock, (ii) 78,274 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (iii) 294,614 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 74,800 shares of Common Stock issuable upon the exercise of September 29 Warrants and 102,358 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 67,805 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 6,995 shares of Common Stock. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). Each of the remaining warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(8)	Roy L. Rogers is the trustee of the Roy L. Rogers Survivor's Trust and holds sole voting and dispositive power over the shares held by the trust.

(9)

These shares are comprised of (i) 351,480 shares of Common Stock, (ii) 78,274 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (iii) 423,369 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 74,800 shares of Common Stock issuable upon the exercise of September 29 Warrants and 102,358 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 67,805 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 6,995 shares of Common Stock. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). Each of the remaining warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(10)

Howard Miller owns these shares individually and holds sole voting and dispositive power over the shares. Amounts exclude (i) 40,000 shares of Common Stock and (ii) 85,836 shares of Common Stock issuable upon the exercise of warrants, each held by Howard Miller with his spouse Barbara J. Miller as joint tenants with a right of survivorship, over which equal voting and dispositive power is held by Howard Miller and his spouse.

(11)

These shares are comprised of (i) 74,538 shares of Common Stock and (ii) 149,798 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 75,260 shares of Common Stock issuable upon the exercise of September 29 Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 69,156 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 6,104 shares of Common Stock. Each of the warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(12)

Brian G. Swift is the sole manager of BGSwiftRoth LLC and has sole voting and dispositive power over the shares held by the Selling Stockholder. Amounts exclude (i) 10,000 shares of Common Stock owned by Brian G. Swift via individual retirement accounts and (ii) 25,000 shares of Common Stock owned by and 42,918 shares of Common Stock issuable upon the exercise of warrants held by the Brian G. Swift and Suzanne B. Swift Rev Liv Trust U/A OTD 3/13/91, of which Brian G. Swift and Suzanne B. Swift are co-trustees and over which shares Brian G. Swift and Suzanne B. Swift have shared voting and dispositive power.

(13)

These shares are comprised of (i) 78,214 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (ii) 176,623 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 74,344 shares of Common Stock issuable upon the exercise of September 29 Warrants and 102,279 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 68,315 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 6,029 shares of Common Stock. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). Each of the remaining warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(14)

The securities are directly held by the Jon D and Linda W Gruber Trust ("Gruber Trust") and may be deemed to be beneficially owned by Jon D. Gruber, as Trustee. Voting and investment power over the shares held by Jon D and Linda W Gruber Trust is held by Jon D. Gruber, as the trustee of Jon D and Linda W Gruber Trust. The address of the Gruber Trust is 300 Tamal Plaza, Ste. 215, Corte Madera, CA 94925.

(15)

These shares are comprised of (i) 223,614 shares of Common Stock and (ii) 448,016 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 224,402 shares of Common Stock issuable upon the exercise of September 29 Warrants. With respect to the September 29 Warrants held by the Selling Stockholder, when originally issued, such September 29 Warrants were exercisable for 203,417 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 29 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 29 Warrants will be exercisable for an additional 20,985 shares of Common Stock. Each of the warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(16)

The shares are directly owned by Timothy C. Huffmyer, who has sole voting and dispositive power over the shares. Since March 31, 2026, Mr. Huffmyer serves as the President and Chief Executive Officer of the Company. Mr. Huffmyer also holds 183,979 shares of Common Stock, some of which are restricted shares of Common Stock received as compensation and subject to future vesting.

(17)

These shares are comprised of (i) 183,979 shares of Common Stock, of which 55,446 shares are restricted shares of Common Stock subject to satisfaction of vesting conditions, (ii) 133,781 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (iii) 305,274 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 130,330 shares of Common Stock issuable upon the exercise of September 11 Warrants and 174,944 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 11 Warrants held by the Selling Stockholder, when originally issued, such September 11 Warrants were exercisable for 119,760 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 11 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 11 Warrants will be exercisable for an additional 10,570 shares of Common Stock. The Convertible Notes and the March Warrants provide that a holder will not have the right to convert or exercise (as the case may be) any portion of its Convertible Notes or Warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 19.99% of the Company's outstanding Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Convertible Note or upon exercise of such March Warrant (as the case may be). Each of the remaining warrants also contain a beneficial ownership limitation that provides that a holder will not have the right to exercise any portion of its warrants if such holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or the holder's affiliates) would beneficially own in excess of 4.99% (or, upon election by the holder prior to the issuance of any warrants 9.99%) of the Company's outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such warrants; provided that a holder may decrease, or upon at least 61 days' prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

(18)

William W. Smith, Jr. and Dieva L. Smith are co-trustees of the Smith Living Trust UA 11/30/2021. William W. Smith, Jr. and Dieva L. Smith, as co-trustees, have shared voting and dispositive power over the shares held by the trust. Mr. Smith is the Executive Chairman of the Company. As a result of the foregoing, Mr. Smith may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by the Smith Living Trust. Amounts exclude 295,138 shares of Common Stock held directly by Mr. Smith, of which 142,038 shares are restricted shares of Common Stock subject to satisfaction of vesting conditions.

(19)

These shares are comprised of (i) 5,517,674 shares of Common Stock, (ii) 6,743,371 shares of Common Stock issuable upon the conversion of the principal of the Convertible Notes held by the Selling Stockholder, and (iii) 16,183,052 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder, including 1,073,390 shares of Common Stock issuable upon the exercise of September 11 Warrants, 1,480,165 shares of Common stock issuable upon the exercise of February Warrants, and 8,818,254 shares of Common Stock issuable upon the exercise of March Warrants. With respect to the September 11 Warrants held by the Selling Stockholder, when originally issued, such September 11 Warrants were exercisable for 986,432 shares of Common Stock. As a result of subsequent issuances of securities by the Company, the September 11 Warrants will be adjusted pursuant to a "full-ratchet" anti-dilution provision (provided that the Company receives approval from the Company's stockholders in accordance with Nasdaq Listing Rule 5635), such that the Selling Stockholder's September 11 Warrants will be exercisable for an additional 87,048 shares of Common Stock.

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock, including (i) shares of Common Stock issuable upon exercise of the Warrants and (ii) shares of Common Stock issuable upon conversion of the principal of the Convertible Notes on behalf of the Selling Stockholders. Each of the Selling Stockholders and any of their pledgees, assignees, distributees and successors-in-interest of these shares of Common Stock received after the date of this prospectus from a Selling Stockholder as a gift, pledge, or other transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of the shares of Common Stock covered hereby on the Nasdaq Capital Market or any other stock exchange, market, or trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. We will not receive any of the proceeds from the sale by these parties of the shares of Common Stock, although we may receive proceeds of up to approximately $7.5 million if all of the Warrants held by the Selling Stockholders are exercised for cash, based on the current per share exercise price of the Warrants. A Selling Stockholder may use any one or more of the following methods when selling securities:

•	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

•	in the over-the-counter market;

•	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	exchange distributions in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	settlement of short sales made after the date the registration statement is declared effective by the SEC;

•	transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•	a combination of any such methods of sale; or

•	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of Common Stock by other means not described in this prospectus.

If the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).

In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. To the extent permitted by applicable securities laws, the Selling Stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Common Stock offered by this prospectus, which Common Stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders may pledge or grant a security interest in some or all of the Convertible Notes, Warrants or shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any underwriter, broker-dealer or agent participating in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such underwriter, broker-dealer or agent may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to such underwriters, broker-dealers or agents.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly with any person to distribute the shares of Common Stock issuable upon exercise of the Warrants nor the shares of Common Stock issuable upon conversion of the Convertible Notes.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the Common Stock. All of the foregoing may affect the marketability of the Common Stock and the ability of any person or entity to engage in market-making activities with respect to the Common Stock.

We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the securities covered by this prospectus. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The following summary description of our Common Stock is based on the provisions of our Amended and Restated Certificate of incorporation, as amended (the "Certificate of Incorporation"), our Amended and Restated Bylaws, as amended (the "Bylaws"), and the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). For the complete terms of our Common Stock, please refer to our Certificate of Incorporation and our Bylaws, which are exhibits to the registration statement on Form S-1 of which this prospectus forms a part. The terms of our Common Stock may also be affected by the DGCL and Delaware law generally. For information on how to obtain copies of our Certificate of Incorporation and Bylaws, see the sections titled "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus.

Authorized Capital Stock

Our authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.001 per share ("Common Stock"), and 5,000,000 shares of preferred stock, par value $0.001 per share ("preferred stock"), the rights and preferences of which may be established from time to time by our board of directors. As of May 7, 2026, we had 25,557,408 shares of Common Stock outstanding and no shares of preferred stock outstanding.

Common Stock

Voting and Classification of the Board of Directors. For all matters submitted to a vote of stockholders, each holder of Common Stock is entitled to one vote for each share registered in his or her name on our books. Our Common Stock does not have cumulative voting rights. Our Certificate of Incorporation and Bylaws provide for our board of directors to be divided into three classes. Each class of directors serves for a three-year term, with one class being elected by the Company's stockholders at each annual meeting. As a result, holders of a majority of our outstanding Common Stock can elect all the directors who are up for election in a particular year.

Dividends. If our board of directors declares a dividend, holders of Common Stock will receive payments from our funds that are legally available to pay dividends. However, this dividend right is subject to any preferential dividend rights we may grant to the persons who hold preferred stock, if any is outstanding.

Liquidation and Dissolution. If we are liquidated or dissolve, the holders of our Common Stock will be entitled to the right to receive ratably, all of the assets and funds that remain after we pay our liabilities and any amounts we may owe to the persons who hold preferred stock, if any is outstanding.

Other Rights and Restrictions. Holders of our Common Stock do not have preemptive or subscription rights, and they have no right to convert their Common Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of the holders of Common Stock are subject to the rights of the stockholders of any series of preferred stock which we may designate in the future. Our Certificate of Incorporation and our Bylaws do not restrict the ability of a holder of Common Stock to transfer his or her shares of Common Stock.

Fully Paid and Non-Assessable. All our outstanding shares of Common Stock and all shares of Common Stock offered hereby will, when issued, be fully paid and non-assessable, including shares of Common Stock issued upon the exercise of Common Stock warrants or the conversion of the Convertible Notes, or subscription rights, if any.

Listing. Our Common Stock is listed on the Nasdaq Capital Market under the symbol "SMSI."

Transfer Agent and Registrar. The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A.

Delaware Law Affecting Business Combinations. We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL"). Subject to certain exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation's voting stock.

LEGAL MATTERS

The validity of the securities offered hereby and certain other legal matters will be passed upon for us by Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania.

EXPERTS

The consolidated financial statements of Smith Micro Software, Inc. and its subsidiaries as of December 31, 2025 and 2024 and for each of the years in the two-year period ended December 31, 2025, incorporated in this Prospectus by reference from the Smith Micro Software, Inc. Annual Report on Form 10-K for the year ended December 31, 2025 have been audited by SingerLewak LLP, an independent registered public accounting firm, as stated in their report thereon (which report expresses an unqualified opinion and includes an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern), incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

As a reporting company under Sections 13 and 15(d) of the Exchange Act, we are required to file annual and quarterly reports, current reports, proxy statements, and other information with the SEC. The SEC maintains a website at http://www.sec.gov that contains the reports, proxy and information statements, and other information that issuers, such as us, file electronically with the SEC. You can read our SEC filings, including this prospectus and the documents incorporated by reference into this prospectus, on the SEC's website. We also make these documents publicly available, free of charge, on our website at http://www.smithmicro.com. Information contained on our website, however, is not, and should not be deemed to be, incorporated into this prospectus and you should not consider information contained on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC's website, as provided above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC's rules allow us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

The following documents filed by us with the SEC are incorporated by reference in this prospectus:

•	our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026;

•	our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 1, 2026;

•	our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 16, 2026; and

•	our Current Reports on Form 8-K filed with the SEC on February 5, 2026 and March 4, 2026.

In addition to the filings listed above, any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of this registration statement and prior to effectiveness of this registration statement and (ii) the date of this prospectus and before the completion of the offering of the securities included in this prospectus, however, we will not incorporate by reference any document or portions thereof that are not deemed "filed" with the SEC, or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Current Reports on Form 8-K.

We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon such person's written or oral request, a copy of any and all of the information incorporated by reference in this prospectus. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

Smith Micro Software, Inc.

5800 Corporate Drive

Pittsburgh, PA

(412) 837-5300

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

7,190,188 Shares of Common Stock Issuable Upon Conversion of Notes

11,034,437 Shares of Common Stock Issuable Upon Exercise of Warrants

PROSPECTUS

May 20, 2026