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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
March
27, 2026
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 incorporation) |
|
(Commission File Number) |
|
(IRS Employer
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 (see General Instruction 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, $0.001 Par Value per Share |
SCKT |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 1.01. Entry into a
Material Definitive Agreement.
On March 27, 2026, Socket Mobile,
Inc. (the “Company”) completed a secured subordinated convertible note financing of $500,000 (the “Financing”).
The proceeds of the Financing will be used to increase the Company’s working capital balances.
The secured subordinated convertible notes (the “Notes”)
have a three-year term and will mature March 27, 2029. The interest rate on the Notes is 10% per year, payable quarterly in cash. The
holder of each Note may require the Company to repay the principal amount of the Note plus accrued interest at any time after March 27,
2027. The Notes are secured by the assets of the Company and are subordinated to the Company’s debts with Western Alliance Bank,
its senior lender. The principal amount of each Note is convertible at any time, at the option of the holder, into shares of the Company’s
common stock (“Common Stock”) at a conversion price of $0.90 per share. Failure to pay the principal payment or any interest
payment (with 5 days delinquency) when due are events of default under the Notes. The Company will use reasonable efforts to prepare
and file and cause to be declared effective pursuant to the Securities Act of 1933, as amended, no later than June 30, 2026, a Registration
Statement to provide for resales of the shares of Common Stock issuable upon conversion of the Notes.
Certain Relationships
Charlie Bass, Chairman of the
Company’s Board of Directors (the “Board”) participated in the Financing. Because the Financing involved such parties
related to the Company, a special committee of the Board comprising the Board’s disinterested directors approved the Financing.
The foregoing description of the
Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of the Secured Subordinated
Convertible Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The press release announcing
the Financing is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item
1.01 of this Current Report on Form 8-K that relates to the issuance of the Notes and the resulting incurrence of debt is incorporated
by reference into this Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth in Item
1.01 of this Current Report on Form 8-K that relates to the Notes is incorporated by reference into this Item 3.02.
The Common Stock issuable upon
conversion of the Notes is not currently registered under the Securities Act. The Notes, and the Common Stock issuable upon conversion
thereof, are being issued to accredited investors in reliance upon exemptions from registration under Section 4(2) of the Securities Act
and Rule 506 of Regulation D promulgated thereunder. These securities may not be offered or sold in the United States absent registration
under, or an exemption from, the Securities Act and any applicable state securities laws.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Secured Subordinated Convertible Note |
| |
|
|
| 99.1 |
|
Socket Mobile, Inc. Press Release, dated March 30, 2026 |
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 hereunto duly authorized.
| |
|
SOCKET MOBILE, INC. |
| |
|
|
| |
By: |
/s/ Lynn Zhao |
|
| |
|
Name: Lynn Zhao
Vice President, Finance
and Administration
and Chief Financial Officer |
Date: March 30, 2026
Exhibit
99.1
Socket
Mobile Announces $0.5 Million Secured Subordinated Convertible Note Financing
FREMONT,
Calif., March 30, 2026 – Socket Mobile, Inc. (NASDAQ: SCKT), a leading provider of data capture and delivery solutions for
enhanced productivity, today announced completion of a secured subordinated convertible note financing of $0.5 million. The proceeds
will be used to increase the Company’s working capital balances.
The
notes have a three-year term and will mature on March 27, 2029. The interest rate on the notes is 10%, payable quarterly in cash. The
holder of each note may require the Company to repay the principal amount of the note plus accrued interest at any time after March 27,
2027. The notes are secured by the assets of the Company and are subordinated to the Company’s debts with Western Alliance Bank,
its senior lender. The principal amount of each note is convertible at any time, at the option of the holder, into shares of the Company’s
common stock at a conversion price of $0.90 per share, the closing price of the common stock on the Nasdaq Capital Market on March 27,
2026, and the most recent closing price as of the closing of the financing.
The
related party participating in the financing is Charlie Bass, Chairman of the Company’s Board of Directors.
Additional
details regarding the financing will be provided in Form 8-K to be filed by the Company with the SEC.
About
Socket Mobile:
Socket Mobile is a leading provider of data capture and delivery solutions for enhanced productivity in workforce mobilization. Socket
Mobile’s revenue is primarily driven by the deployment of third-party barcode-enabled mobile applications that integrate Socket
Mobile’s cordless barcode scanners and contactless readers/writers. Mobile Applications servicing the specialty retailer, field
service, digital ID, transportation, and manufacturing markets are the primary revenue drivers. Socket Mobile has a network of thousands
of developers who use its software developer tools to add sophisticated data capture to their mobile applications. Socket Mobile is headquartered
in Fremont, Calif., and can be reached at +1-510-933-3000 or www.socketmobile.com (AU, EMEA, UK). Follow Socket Mobile
on LinkedIn, X,
and keep up with our latest News and Updates (AU, EMEA, UK).
Socket
Investor Contact: |
| Lynn
Zhao |
| Chief
Financial Officer |
| 510-933-3016 |
| lynn@socketmobile.com |
Socket
is a registered trademark of Socket Mobile. All other trademarks and trade names contained herein may be those of their respective owners.
©
2026, Socket Mobile, Inc. All rights reserved.