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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)
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| SOCKET MOBILE, INC. | ||||
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-13810 | 94-3155066 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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40675 Encyclopedia Circle Fremont, CA 94538 |
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| (Address of principal executive offices, including zip code) | ||||
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(510) 933-3000 |
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| (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 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.
As previously 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 subsequently amended on November 16, 2022, extending its maturity date to August 30, 2024,
On May 1, 2024, the Company and the requisite holders of the outstanding notes entered into a Secured Subordinated Convertible Note Extension Agreement (the “Extension Agreement”), extending the maturity date of the notes from August 30, 2024, to August 30, 2025. All other terms and conditions of the notes remain in full force and effect.
The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Agreement, 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 Executive Officer 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 to the Company, a special committee of the Board comprising the Board’s disinterested directors approved the Extension Agreement.
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 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 Lynn Zhao Vice President, Finance and Administration and Chief Financial Officer |
Date: May 1, 2024
Exhibit 10.1
Socket Mobile, Inc.
SECURED SUBORDINATED CONVERTIBLE NOTE EXTENSION AGREEMENT
This Secured Subordinated Convertible Note Extension Agreement (“Extension Agreement”) is entered into as of May 1, 2024 (the “Effective Date”), 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 subsequently extended 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 Holders holding 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 maturity date of the Notes from August 30, 2024 to August 30, 2025.
NOW THEREFORE, in consideration 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 as follows:
“Repayment at Maturity. Unless the obligations under this Note are earlier repaid in full pursuant to Section 1(b), 1(c) or otherwise or converted pursuant to Section 3, the Company shall pay to the Holder an amount in cash representing all outstanding Principal 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 default or any Event of Default as defined therein.
3. Other than as set forth herein, all other terms and conditions of the Notes remain unchanged and in 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 parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Extension Agreement.
[signature page follows]
IN WITNESS WHEREOF, the parties 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 |