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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 1, 2024
Date of Report
(Date of earliest event reported)
SOCKET MOBILE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13810 94-3155066
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
40675 Encyclopedia Circle
Fremont, CA 94538
(Address of principal executive offices, including zip code)
(510) 933-3000
(Registrant's telephone number, including area code)
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:
[_]
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, $0.001 Par Value per Share SCKT NASDAQ
Indicate by check mark whether the registrant is an emerging growthcompany as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405) or Rule
12b-2 of the Securities Exchange Act of 1934(17 CFR (s)240.12b-2).
Emerginggrowth company
[_]
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith 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.
Aspreviously disclosed in a Current Report on
Form 8-K
filed on September 1, 2020, Socket Mobile, Inc. (the "Company")completed a
secured subordinated convertible note (the "Note") financing of $1,530,000 on
August 31, 2020. The Note was subsequentlyamended on November 16, 2022,
extending its maturity date to August 30, 2024,
On May 1, 2024, the Companyand the requisite holders of the outstanding notes
entered into a Secured Subordinated Convertible Note Extension Agreement (the
"ExtensionAgreement"), extending the maturity date of the notes from August
30, 2024, to August 30, 2025. All other terms and conditions ofthe notes
remain in full force and effect.
The foregoing descriptionof the Extension Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
ExtensionAgreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Certain Relationships
Charlie Bass,Chairman of the Company's Board of Directors (the "Board"); Kevin
Mills, the Company's Chief ExecutiveOfficer and a member of the Board; and
Lynn Zhao, the Company's Chief Financial Officer and a member of the Board,
currently hold outstanding notes. Because the Extension Agreement involved
such parties related tothe Company, a special committee of the Board
comprising the Board's disinterested directors approved the ExtensionAgreement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Secured Subordinated Convertible Note Extension Agreement, effective as of May 1, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereuntoduly authorized.
SOCKET MOBILE, INC.
By: /s/ Lynn Zhao
Lynn Zhao
Vice President, Finance and Administration and Chief Financial Officer
Date: May 1, 2024
Exhibit 10.1
SocketMobile, Inc.
SECURED SUBORDINATED CONVERTIBLE NOTEEXTENSION AGREEMENT
This Secured SubordinatedConvertible Note Extension Agreement ("
Extension Agreement
") is entered into as of May 1, 2024 (the "
EffectiveDate
"), by and between Socket Mobile, Inc., a Delaware corporation (the "
Company
" or "
Borrower
")and the holders listed on
Schedule A
hereto ("
Holder
").
WHEREAS
,the Company had previously entered into a series of Secured Subordinated
Convertible Notes, initially issued on August 31, 2020, and subsequentlyextended
on November 16, 2022, with the Holders (each, a "
Note
").
WHEREAS
,the Notes provide that any provision of the Notes may be amended, waived or
modified upon the written consent of the Company and Holdersholding more than
66.67% of the aggregate principal amount of the Notes (a "
Majority in Interest of Holders
").
WHEREAS
,the principal amount of the Notes outstanding as of the Effective Date is set
forth opposite each Holder's name on
Schedule A
hereto.
WHEREAS
,the Company and the undersigned Holders, representing a Majority in Interest
of Holders, desire to amend the Notes to extend the maturitydate of the Notes
from August 30, 2024 to August 30, 2025.
NOW THEREFORE, inconsideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:
1.
Section 1(a) of each outstanding Note is hereby amended and restated in its
entirety to read asfollows:
"
Repaymentat Maturity
. Unless the obligations under this Note are earlier repaid in full pursuant to
Section 1(b)
,
1(c)
orotherwise or converted pursuant to
Section 3
, the Company shall pay to the Holder an amount in cash representing all
outstandingPrincipal plus any accrued and unpaid Interest thereon on August
30, 2025 (the "
Maturity Date
")."
2.
The parties agree that, as of the Effective Date, there exists relative to the
Notes no defaultor any Event of Default as defined therein.
3.
Other than as set forth herein, all other terms and conditions of the Notes
remain unchanged andin full effect. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Notes.
4.
This Extension Agreement may be executed in any number of counterparts and by
different partieson separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when
takentogether, shall constitute but one and the same Extension Agreement.
[
signature page follows
]
IN WITNESS WHEREOF, theparties have caused this Extension Agreement to be
executed by their respective duly authorized representatives as of the
Effective Date.
SOCKET MOBILE, INC.
By:
/s/ Lynn Zhao
Name: Lynn Zhao
Title: Chief Financial Officer
HOLDERS
By
: /s/ Charlie Bass
Name: Charlie Bass
By:
/s/ Lynn Zhao
Name: Lynn Zhao
Schedule A
Holder Outstanding Principal Amount
Charlie Bass 1,000,000.00
Millennium Trust Company, Kevin J Mills, IRAT 175,000.00
Lee Baillif 50,000.00
Lynn Zhao 25,000.00
Erik Fidel 50,000.00
Chu-Rissman Trust (Flora Chu) 100,000.00
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