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  4. [8-K] SOCKET MOBILE, INC. Reports Material Event

Socket Mobile (NASDAQ: SCKT) cuts board seats, updates meeting rules

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Socket Mobile, Inc. reports that its Board of Directors approved two amendments to the company’s Amended and Restated Bylaws. On April 29, 2026, Section 3.2 was amended to reduce the authorized number of directors from eight to seven.

On July 13, 2026, Section 3.9 was amended to update notice provisions for special Board meetings, permitting notice by email, other electronic transmission and overnight courier, removing telecopy and telegram references, and clarifying that Board meetings may be held by remote communication where permitted by law.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized directors before amendment 8 directors Number of directors before the April 29, 2026 bylaw change
Authorized directors after amendment 7 directors Number of directors authorized under Section 3.2 after April 29, 2026
First bylaw amendment date April 29, 2026 Date the board approved the Section 3.2 amendment
Second bylaw amendment date July 13, 2026 Date the board approved the Section 3.9 amendment
Amended and Restated Bylaws regulatory
"the Company's Amended and Restated Bylaws to reduce the authorized"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
special meetings of the Board of Directors regulatory
"modernize the notice provisions for special meetings of the Board of Directors"
remote communication technical
"clarifies that Board meetings may be held by means of remote communication"

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FAQ

What change did Socket Mobile (SCKT) make to the size of its Board of Directors?
Socket Mobile reduced its Board’s authorized size from eight directors to seven. This change was approved through an amendment to Section 3.2 of the Amended and Restated Bylaws on April 29, 2026, simplifying the company’s board structure.

How did Socket Mobile (SCKT) update notice procedures for special board meetings?
Socket Mobile updated its bylaws so notices of special board meetings may be sent by email, other electronic transmission, and overnight courier. The amendment also removes references to telecopy and telegram, reflecting more current communication methods for directors.

When did Socket Mobile (SCKT) approve its bylaw amendments in 2026?
Socket Mobile’s board approved one bylaw amendment on April 29, 2026 and a second on July 13, 2026. The first addressed board size, while the second modernized notice and meeting provisions for the Board of Directors.

What does Exhibit 3.1 represent for Socket Mobile (SCKT)?
Exhibit 3.1 is the Amended and Restated Bylaws of Socket Mobile, Inc., as amended through July 13, 2026. It consolidates the company’s governing bylaw provisions, including the recent changes to board size and special meeting notice procedures.

Who signed the 2026 corporate governance update for Socket Mobile (SCKT)?
The report was signed on behalf of Socket Mobile by Lynn Zhao, the company’s Vice President, Finance and Administration and Chief Financial Officer. This signature reflects authorized corporate approval of the described bylaw amendments.
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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

 

April 29, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 29, 2026, the Board of Directors of Socket Mobile, Inc. (the "Company") approved an amendment to Section 3.2 of the Company's Amended and Restated Bylaws to reduce the authorized number of directors from eight (8) to seven (7).

 

On July 13, 2026, the Board of Directors approved an amendment to Section 3.9 of the Company's Amended and Restated Bylaws to modernize the notice provisions for special meetings of the Board of Directors. The amendment updates the permitted methods of providing notice to include electronic mail, other electronic transmission, and overnight courier, removes obsolete references to telecopy and telegram, and clarifies that Board meetings may be held by means of remote communication permitted by applicable law.

 

The foregoing description of the amendments is qualified in its entirety by reference to the Amended and Restated Bylaws, as amended, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
     
3.1   Amended and Restated Bylaws of Socket Mobile, Inc., as amended through July 13, 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.
     
  Date:  July 17, 2026 /s/ Lynn Zhao  
   

Name: Lynn Zhao

Vice President, Finance and Administration

and Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents