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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
October 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 27, 2026,
Socket Mobile, Inc. (the "Company") delivered written notice to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to
Nasdaq Listing Rule 5840(j) and Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
of the Company’s intention to voluntarily withdraw its common stock, par value $0.001 per share (the "Common Stock"),
from listing on The Nasdaq Capital Market and from registration under Section 12(b) of the Exchange Act and to transition the quotation
of its Common Stock to the OTCID Market operated by OTC Markets Group Inc. ("OTC Markets").
As previously disclosed,
the Company received a notification from Nasdaq on August 24, 2026, indicating that the Company no longer satisfied the minimum stockholders’
equity requirement of $2,500,000 under Nasdaq Listing Rule 5550(b)(1). Following an evaluation of the Company’s strategic alternatives,
market capitalization, and the substantial ongoing legal, accounting, compliance, and listing costs associated with maintaining a Nasdaq
listing, the Company’s Board of Directors authorized and approved the voluntary withdrawal of the Common Stock from Nasdaq and
the transition to the OTCID Market. The Board determined that transitioning quotation to the OTCID Market will enable the Company to
significantly reduce administrative and regulatory overhead, conserve cash, and redirect resources toward core product development, customer
execution, and long-term business objectives.
The Company has received
written confirmation from OTC Markets that it has satisfied the onboarding qualifications for quotation on the OTCID Market. The Company
expects that its Common Stock will be quoted on the OTCID Market under its current ticker symbol, "SCKT," following the effectiveness
of the delisting from Nasdaq, subject to the completion of applicable requirements and arrangements.
In accordance with Nasdaq
Listing Rule 5840(j) and Exchange Act Rule 12d2-2(c), the Company anticipates the following procedural schedule:
| • | Public
Notice: On October 27, 2026, contemporaneously with the delivery of written notice to
Nasdaq, the Company issued a press release and published notice on its publicly accessible
website disclosing its determination to voluntarily delist from Nasdaq and transition quotation
to the OTCID Market. Notice was also submitted to Nasdaq MarketWatch. |
| • | Form
25 Filing: On or about November 9, 2026 (at least ten calendar days following written
notice to Nasdaq), the Company intends to file a Form 25 (Notification of Removal from Listing
and/or Registration under Section 12(b) of the Exchange Act) with the Securities and Exchange
Commission (the "SEC") and deliver a copy to Nasdaq. |
| • | Effective
Date: Delisting from The Nasdaq Capital Market is expected to become effective ten calendar
days after the filing of Form 25, on or about November 19, 2026. Regular trading on Nasdaq
is expected to cease at the close of regular market hours on November 18, 2026. |
| • | Commencement
of OTC Quotation: Quotation of the Common Stock on the OTCID Market under the symbol
"SCKT" is expected to commence at market open on or about November 19, 2026. |
The transition to the
OTCID Market will not affect the Company’s day-to-day business operations, customer commitments, or product delivery schedules.
The Company intends to continue filing periodic reports (including Forms 10-K, 10-Q, and Current Reports on Form 8-K) with the SEC in
accordance with applicable rules under the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On October 27, 2026,
the Company issued a press release announcing its intention to voluntarily delist from The Nasdaq Capital Market and transition the quotation
of its Common Stock to the OTCID Market and posted notice of that intent on the Company’s website at https://www.socketmobile.com/knowledge-center/news-updates.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release issued by Socket Mobile, Inc., dated October 27, 2026.
|
| 104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
| |
|
|
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: October
27, 2026
Exhibit 99.1
Socket Mobile Announces Intention to Voluntarily
Transition Listing from Nasdaq to the OTCID Market
FREMONT, Calif., October 27, 2026 – Socket Mobile, Inc.
(NASDAQ: SCKT), a leading provider of data capture and delivery solutions for enhanced workplace productivity, today announced that its
Board of Directors has approved a plan to voluntarily withdraw the listing of its common stock from The Nasdaq Capital Market and transition
the quotation of its shares to the OTCID Market operated by OTC Markets Group Inc.
The Company expects its common stock to be quoted on the OTCID Market
under its current ticker symbol, SCKT, following the effectiveness of the delisting from Nasdaq, subject to the completion of all
applicable requirements and arrangements.
Rationale for the Transition
The Board of Directors’ decision to transition to the OTCID
Market followed an extensive evaluation of the Company’s strategic alternatives, market capitalization, and operational costs. The
Board concluded that the substantial legal, accounting, compliance, and listing fees associated with maintaining a Nasdaq listing are
no longer an optimal use of corporate capital relative to the benefits provided.
By transitioning quotation to the OTCID Market, the Company expects
to substantially reduce administrative and regulatory overhead and eliminate the diversion of management resources, allowing the Company
to redirect critical capital toward core product development, operational execution, and long-term business objectives.
The Company has received written confirmation from OTC Markets Group
Inc. that it has satisfied the onboarding qualifications for quotation on the OTCID Market.
Nasdaq Listing Compliance and Procedural Timeline
The Company is currently below the continued listing requirement under
Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity, and previously submitted a compliance
plan to Nasdaq Listing Qualifications. Following an assessment of market conditions and the costs associated with maintaining compliance,
the Board determined that transitioning to the OTCID Market serves the best interests of the Company and its stockholders.
In accordance with Nasdaq Listing Rule 5840(j) and Rule 12d2-2(c)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company has delivered written notice to The
Nasdaq Stock Market LLC ("Nasdaq") of its intention to voluntarily delist. The Company anticipates the following procedural
schedule:
| • | Notice
to Nasdaq and Public Disclosure: Written notice has been delivered to Nasdaq, and this
press release is being issued contemporaneously with that notice on October 27, 2026. The
Company is also posting notice on its website at https://www.socketmobile.com/knowledge-center/news-updates. |
| • | Form
25 Filing: On or about November 9, 2026, the Company intends to file a Form 25 (Notification
of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act) with
the Securities and Exchange Commission ("SEC"), subject to satisfaction of applicable
requirements. |
| • | Expected
Delisting Effective Date: Delisting from The Nasdaq Capital Market is expected to become
effective on or about November 19, 2026, ten calendar days after filing Form 25. Regular
trading on Nasdaq is expected to cease at the close of regular market hours on November 18,
2026. |
| • | Expected
Commencement of OTCID Quotation: Quotation of the Company’s common stock on the
OTCID Market under the symbol SCKT is expected to commence at the open of trading on or about
November 19, 2026. |
The transition to the OTCID Market will not affect the Company's business
operations, customer commitments, or product delivery schedules. The Company intends to continue filing periodic reports, including Forms
10-K, 10-Q, and 8-K, with the SEC in accordance with applicable rules under the Exchange Act.
About Socket Mobile,
Inc.
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.
Follow Socket Mobile on LinkedIn, Twitter, and keep up with our latest News and Updates.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements include, but are not limited to, statements regarding the anticipated timing of the delisting
of the Company’s common stock and continued quotation of the Company’s common stock on the OTCID Market. Such statements involve
risks and uncertainties, and actual results could differ materially from the results anticipated in such forward-looking statements as
a result of a number of factors, including, but not limited to, the timing of regulatory processes, the actions of third parties, including
Nasdaq, the SEC and broker-dealers, and other risks described in our most recent Form 10-K and 10-Q reports filed with the Securities
and Exchange Commission.
| Socket Mobile Investor Contact: |
| Lynn Zhao |
| Chief Financial Officer |
| 510-933-3016 |
| lynn@socketmobile.com |
Socket Mobile 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.
