Business Context and Reporting Period
Company: Smith Micro Software, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 30, 2007
Event: Entry into a Material Definitive Agreement and closing of an asset acquisition.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific transaction adjustment.
- Transaction Adjustment: A potential reduction of $400,000 to the purchase price.
- Original Purchase Price: $6,000,000.
Material Changes
On November 30, 2007, Smith Micro Software, Inc. and its subsidiary, E Frontier Acquisition Corporation, entered into an Amendment to the Asset Purchase Agreement dated November 12, 2007, with e frontier, Inc. and e frontier America, Inc. The material change involves a conditional reduction in the purchase price for the acquisition of substantially all assets of the Seller.
- Condition: The $6,000,000 purchase price will be reduced by $400,000 if the Seller fails to deliver exclusive rights to U.S. Trademark Registration No. 3,170,199 for "MANGA STUDIO" (International Class 009) at closing.
- Closing Status: The acquisition of substantially all assets of the Seller was closed on November 30, 2007.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or a discussion of general risks. The primary contingency noted is the delivery of the specific trademark registration, which directly impacts the final transaction cost.
Investor Verification Checklist
- Verify whether the $400,000 price reduction was applied based on the delivery status of the "MANGA STUDIO" trademark.
- Confirm the final closing price paid for the e frontier assets.
- Review the full text of Exhibit 2.5 (Amendment to Asset Purchase Agreement) for additional terms not summarized in the 8-K.
- Check subsequent filings for the impact of this acquisition on the company's consolidated financial statements.