UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended June 30, 2026

 

OR

 

( )

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

For the transition period ___________________ to _____________________.

 

Commission file number 1-13810

  

SOCKET MOBILE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		94-3155066
(State of incorporation)		(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)

 

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [ X ] NO [ ]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Smaller reporting company [X] 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. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

 

The number of shares of Common Stock ($0.001 par value) outstanding as of August 10, 2026 was 8,291,681 shares.

 

 

 

INDEX

 

 

		PAGE NO.
Part I.  Financial Information
Item 1.  Financial Statements (Unaudited):
Condensed Statements of Operations – Three Months and Six Months Ended June 30, 2026 and 2025 (Unaudited)		1
Condensed Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025		2
Condensed Statements of Stockholders’ Equity – Three Months and Six Months Ended June 30, 2026 and 2025 (Unaudited)		3
Condensed Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.  Quantitative and Qualitative Disclosures about Market Risk		21
Item 4.  Controls and Procedures		21
Part II.  Other Information
Item 1A.  Risk Factors		22
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 5.  Other Information		33
Item 6.  Exhibits		33
Signatures		34

 

 

 

 

 

PART I

 

Item 1. Financial Statements

 

SOCKET MOBILE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Revenues		$	3,033,333			$	4,041,739			$	6,733,642			$	8,007,659
Cost of revenues			1,625,280				2,023,473				3,428,070				3,991,499
Gross profit			1,408,053				2,018,266				3,305,572				4,016,160
Operating expenses:
Research and development			1,052,679				1,101,124				2,142,840				2,232,839
Sales and marketing			809,284				1,025,004				1,710,929				2,131,436
General and administrative			741,475				569,493				1,406,855				1,222,913
Total operating expenses			2,603,438				2,695,621				5,260,624				5,587,188
Operating loss			(1,195,385	)			(677,355	)			(1,955,052	)			(1,571,028	)
Interest expense, net			(151,011	)			(114,786	)			(290,920	)			(215,253	)
Net loss before income taxes			(1,346,396	)			(792,141	)			(2,245,972	)			(1,786,281	)
Income tax expense			—				—				—				—
Net loss		$	(1,346,396	)		$	(792,141	)		$	(2,245,972	)		$	(1,786,281	)
Net loss per share:
Basic		$	(0.16	)		$	(0.10	)		$	(0.27	)		$	(0.23	)
Diluted		$	(0.16	)		$	(0.10	)		$	(0.27	)		$	(0.23	)
Weighted average shares outstanding:
Basic			8,244,810				7,937,484				8,190,086				7,883,760
Diluted			8,244,810				7,937,484				8,190,086				7,883,760

 

  

See accompanying notes to condensed financial statements.

 

 

 

SOCKET MOBILE, INC. CONDENSED BALANCE SHEETS

 

  

	June 30, 2026				December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,605,519			$	2,032,468
Accounts receivable, net		1,170,431				1,711,047
Inventories, net		3,819,970				4,220,822
Prepaid expenses and other current assets		547,541				548,379
Deferred cost on shipments to distributors		110,758				122,480
Total current assets		7,254,219				8,635,196
Property and equipment:
Machinery and office equipment		3,170,769				3,101,647
Computer equipment		3,861,798				3,786,880
		7,032,567				6,888,527
Accumulated depreciation		(5,261,423	)			(4,763,692	)
Property and equipment, net		1,771,144				2,124,835
Intangible assets, net		1,241,129				1,304,777
Other long-term assets		285,911				285,911
Operating lease right-of-use asset		1,817,662				2,086,621
Total assets	$	12,370,065			$	14,437,340
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,180,654			$	1,309,675
Accrued payroll and related expenses		552,349				713,205
Deferred revenue on shipments to distributors		303,940				335,874
Short term portion of deferred service revenue		42,981				18,091
Subordinated convertible notes payable, net of discount		350,000				400,000
Subordinated convertible notes payable, net of discount-related party		5,489,811				5,083,007
Operating lease – current portion		597,701				575,172
Total current liabilities		8,517,436				8,435,024
Long-term portion of deferred service revenue		59,672				10,167
Long-term portion of operating lease		1,410,333				1,713,536
Total liabilities		9,987,441				10,158,727
Commitments and contingencies		—				—
Stockholders’ equity:
Common stock, $0.001 par value: authorized 20,000,000 shares, 8,632,509 issued and 8,273,259 outstanding at June 30, 2026; 8,336,193 issued and 7,976,943 outstanding at December 31, 2025		8,273				7,977
Additional paid-in capital		70,211,773				69,862,086
Treasury stock		(1,037,988	)			(1,037,988	)
Accumulated deficit		(66,799,434	)			(64,553,462	)
Total stockholders’ equity		2,382,624				4,278,613
Total liabilities and stockholders’ equity	$	12,370,065			$	14,437,340

 

 

See accompanying notes to condensed financial statements.

 

SOCKET MOBILE, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

 

									Additional																Total
	Common Stock								Paid-In				Treasury Stock								Accumulated				Stockholders’
	Shares				Amount				Capital				Shares				Amount				Deficit				Equity
Balance at December 31, 2025		7,976,943			$	7,977			$	69,862,086				359,250			$	(1,037,988	)		$	(64,553,462	)		$	4,278,613
Vesting of restricted stocks		324,355				324				(324	)			—				—				—				—
Restricted stock retired for tax withholding		(78,340	)			(78	)			78				—				—				—				—
Stock-based compensation		—				—				170,054				—				—				—				170,054
Net loss		—				—				—				—				—				(899,576	)			(899,576	)
Balance at March 31, 2026		8,222,958			$	8,223			$	70,031,894				359,250			$	(1,037,988	)		$	(65,453,038	)		$	3,549,091
Vesting of restricted stock		50,500				50				(50	)			—				—				—				—
Restricted stock retired for tax withholding		(199	)			—				—				—				—				—				—
Stock-based compensation		—				—				179,929				—				—				—				179,929
Net loss		—				—				—				—				—				(1,346,396	)			(1,346,396	)
Balance at June 30, 2026		8,273,259			$	8,273			$	70,211,773				359,250			$	(1,037,988	)		$	(66,799,434	)		$	2,382,624

 

 

 

See accompanying notes to condensed financial statements.

 

 

 

 

SOCKET MOBILE, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

 

									Additional																Total
	Common Stock								Paid-In				Treasury Stock								Accumulated				Stockholders’
	Shares				Amount				Capital				Shares				Amount				Deficit				Equity
Balance at December 31, 2024		7,605,631			$	7,606			$	69,365,801				359,250			$	(1,037,988	)		$	(50,174,924	)		$	18,160,495
Vesting of restricted stocks		421,190				421				(421	)			—				—				—				—
Restricted stock retired for tax withholding		(73,833	)			(74	)			74				—				—				—				—
Stock-based compensation		—				—				70,625				—				—				—				70,625
Net loss		—				—				—				—				—				(994,140	)			(994,140	)
Balance at March 31, 2025		7,952,988			$	7,953			$	69,436,079				359,250			$	(1,037,988	)		$	(51,169,064	)		$	17,236,980
Vesting of restricted stock		37,900				38				(38	)			—				—				—				—
Restricted stock retired for tax withholding		(31,627	)			(32	)			32				—				—				—				—
Stock-based compensation		—				—				230,690				—				—				—				230,690
Net loss		—				—				—				—				—				(792,141	)			(792,141	)
Balance at June 30, 2025		7,959,261			$	7,959			$	69,666,763				359,250			$	(1,037,988	)		$	(51,961,205	)		$	16,675,529

 

 

See accompanying notes to condensed financial statements.

 

SOCKET MOBILE, INC. CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

	Six Months Ended June 30,
	2026				2025
Operating activities
Net loss	$	(2,245,972	)		$	(1,786,281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		349,983				301,315
Depreciation and amortization		561,379				681,876
Amortization of debt discount		6,804				7,291
Amortization of operating lease ROU Asset		268,959				255,439
Changes in operating assets and liabilities:
Accounts receivable		540,616				(184,168	)
Inventories		400,852				97,578
Prepaid expenses and other current assets		838				(143,555	)
Other assets		—				(22,277	)
Accounts payable and accrued expenses		(129,021	)			(43,053	)
Accrued payroll and related expenses		(160,856	)			(83,466	)
Net deferred revenue on shipments to distributors		(20,212	)			(20,180	)
Deferred service revenue		74,395				(473	)
Net change in operating lease liability		(280,674	)			(257,457	)
Net cash used in operating activities		(632,909	)			(1,197,411	)
Investing activities
Purchases of equipment and computer hardware and software		(144,040	)			(189,221	)
Proceeds from tenant improvements allowance		—				—
Net cash used in investing activities		(144,040	)			(189,221	)
Financing activities
Proceeds from subordinated convertible notes payable-related party		400,000				1,250,000
Proceeds from subordinated convertible notes payable		100,000				250,000
Repayments of subordinated convertible notes payable		(150,000	)			—
Proceeds from stock options exercised		—				—
Net cash provided by financing activities		350,000				1,500,000
Net decrease in cash and cash equivalents		(426,949	)			113,368
Cash and cash equivalents at beginning of period		2,032,468				2,491,964
Cash and cash equivalents at end of period	$	1,605,519			$	2,605,332
Supplemental disclosure of cash flow information
Cash paid for interest	$	281,507			$	211,591

See accompanying notes to condensed financial statements.

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

NOTE 1 — Basis of Presentation

 

The accompanying unaudited condensed financial statements of Socket Mobile, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

NOTE 2 — Summary of Significant Accounting Policies

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements.

 

Cash Equivalents and Fair Value of Financial Instruments

The Company considers all highly liquid investments purchased with a maturity date of 90 days or less at date of purchase to be cash equivalents. As of June 30, 2026, and December 31, 2025, all of the Company’s cash and cash equivalents consisted of amounts held in demand deposit accounts in banks. The Company has never experienced any losses in such accounts.

 

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and debt approximate fair value due to the relatively short period of time to maturity.

 

Revenue Recognition and Deferred Revenue

With the adoption of ASC 606 “Revenue from Contracts with Customers” in 2017, the Company recognizes revenue on sales to distributors when shipping of product is completed and title transfers to distributor, less a reserve for estimated product returns (sales and cost of sales). The reserves are based on estimates of future returns calculated from actual return history, primarily from stock rotations, plus knowledge of pending returns outside of the norm. On June 30, 2026, the deferred revenue and deferred cost on shipments to distributors were $303,940 and $110,758, respectively, compared to $335,874 and $122,480, respectively, on December 31, 2025.

 

The Company also earns revenue from its SocketCare extended warranty program, which provides extended warranty and accidental breakage coverage for selected products. Customers can purchase a SocketCare warranty at the time of product purchase, which provides coverage for a three-year or a five-year term. Revenues from SocketCare services are recognized ratably over the life of the extended warranty contract. Total SocketCare revenue was approximately $6,200 and $10,300 for the three and six months ended June 30, 2026, respectively, compared to $3,800 and $8,100 for the same periods in 2025. The amount of unrecognized SocketCare service revenue is classified as deferred service revenue and presented on the Company’s balance sheet in its short- and long-term components. On June 30, 2026, the balance of unrecognized SocketCare service revenue was $102,653, compared to $28,258 as of December 31, 2025.

 

6

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

Cost of Sales and Gross Margins

 Cost of sales primarily consists of the costs to manufacture our products, including the costs of materials, contract manufacturing, shipping costs, personnel and related expenses including stock-based compensation, equipment and facility expenses, warranty costs and inventory excess and obsolete provisions. The factors that affect our gross margins are the cost of materials, the mix of products and the extent to which we are able to efficiently utilize our manufacturing capacity.

 

Leases

On May 1, 2022, the Company entered into a building lease agreement for its corporate headquarters located in Fremont, CA. On June 30, 2026, the balances of right-of-use assets and liabilities for the operating lease were $1,817,662 and $2,008,034, respectively, compared to $2,086,621 and $2,288,708, respectively, on December 31, 2025.

 

Recently Issued Financial Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

 

 

NOTE 3 — Intangible Assets

 

In 2021, the Company entered into the Technology Transfer Agreement with SpringCard SAS. The Unaudited Condensed Balance Sheets include the intangible assets of the acquired technology at the carrying amount, net of amortization of $1,241,129 as of June 30, 2026.

 

The intangible assets are amortized on a straight-line basis over their estimated useful lives of fifteen years, beginning on April 1, 2021. As of June 30, 2026, the estimated future amortization of these intangible assets is as follows:

 

Fiscal Year	Amount
2026 (July 1, 2026 to December 31, 2026)	$	63,648
2027		127,296
2028		127,296
2029		127,296
2030		127,296
Thereafter		668,297
	$	1,241,129

 

 

7

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

The amortization expense was $31,824 and $63,648 for the three and six months ended June 30 in both 2026 and 2025.

 

NOTE 4 — Inventories

 

Inventories consist principally of raw materials and sub-assemblies, which are stated at the lower of cost (first-in, first-out) or market. Inventories on June 30, 2026 and December 31, 2025 were as follows:

 

		June 30,				December 31,
		2026				2025
Raw materials and sub-assemblies		$	4,423,255			$	5,006,124
Finished goods			302,751				350,640
Inventory reserves			(906,036	)			(1,135,942	)
Inventory, net		$	3,819,970			$	4,220,822

 

 

NOTE 5 — Bank Financing Arrangements

 

The Company initially entered into a Business Financing Agreement with Western Alliance Bank (the “Bank”), an Arizona corporation, on February 27, 2014, and this agreement has been amended and extended through the years.

 

Seventh Business Financing Modification Agreement

On April 21, 2025, the Company entered into the Seventh Business Financing Modification Agreement and Waiver of Default with the Bank. Under the terms of the agreement, the Bank renewed the $3.0 million domestic credit line, raised the advance rate to up to 80% of eligible domestic receivables, increased the allowance for subordinated debt to $5.5 million, and increased the credit card limit to $350,000. The maturity date of the domestic credit line is April 30, 2026.

 

Eighth Business Financing Modification Agreement

On January 20, 2026, the Company entered into the Eighth Business Financing Modification Agreement and Waiver of Default with the Bank. Under the terms of the agreement, the Bank waived the Company’s covenant defaults for the third quarter and the fourth quarter of 2025. The agreement also revised certain terms of the credit facilities, including: (i) modifying the covenant to require the Company to maintain a minimum cash balance of $1.0 million in accounts held with the Bank, measured as of the last day of each month; (ii) reducing the credit card limit to $0.2 million and the domestic credit line limit to $1.0 million; (iii) extending the maturity date of the facilities to July 31, 2026; and (iv) increasing the permitted amount of subordinated debt to an aggregate amount not to exceed $6.5 million.

8

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

Ninth Business Financing Modification Agreement

On May 27, 2026, the Company entered into the Ninth Business Financing Modification Agreement and Waiver of Default with the Bank. Under the agreement, the Bank waived the Company’s covenant defaults for failing to maintain the required minimum cash balance of $1,000,000 on February 19, and March 5, 6 and 9, 2026. The agreement also amended certain terms of the credit facilities by (i) requiring the lender to complete a collateral audit before any future advance requests after the Ninth Amendment Effective Date; (ii) requiring the Company to maintain a minimum cash balance of $1,000,000; (iii) requiring the Company to terminate and close all business credit cards issued by the lender by August 31, 2026; (iv) extending the maturity date of the domestic line of credit to September 30, 2026;

 

There were no amounts borrowed on the Company’s bank credit lines as of June 30, 2026 and December 31, 2025.

 

NOTE 6 — Secured Subordinated Convertible Notes Payable

 

The Company has issued multiple series of secured subordinated convertible notes (collectively, the “Notes”) between 2020 and 2026. The Notes are secured by substantially all of the Company’s assets and are subordinated to the Company’s obligations under its senior credit facility with Western Alliance Bank.

 

All Notes bear interest at 10% per annum, payable quarterly in cash. Each series is convertible at the holder’s option into shares of the Company’s common stock at fixed conversion prices established at issuance. Beginning one year after issuance, holders may require the Company to repay principal and accrued interest. Failure to pay principal or interest when due (subject to a five-day grace period) constitutes an event of default.

 

Proceeds from the issuances were used for general working capital purposes.

 

In connection with certain issuances involving related parties, the transactions were reviewed and approved in accordance with the Company’s related-party transaction policies. The Company filed and obtained effectiveness of registration statements under the Securities Act of 1933, as amended, covering the resale of shares issuable upon conversion of the applicable Notes.

 

Summary of Secured Subordinated Convertible Notes

 

Issuance Year			Principal Issued				Principal Outstanding*				Maturity Date		Conversion Price
2020			$	1,400,000			$	1,400,000			August 30, 2027		$	1.46
2023			$	1,600,000			$	1,600,000			May 26, 2028		$	1.34
2024			$	1,000,000			$	1,000,000			August 21, 2027		$	0.9515
2025			$	1,500,000			$	1,350,000			May 30, 2028		$	1.07
2026			$	500,000			$	500,000			March 27, 2029		$	0.90
*Principal outstanding as of June 30, 2026.

 

9

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

The amortization of debt discounts was $3,159 and $6,804 for the three and six months ended June 30, 2026, respectively, compared to $3,645 and $7,291 for the same periods in 2025.

 

Total interest expense recognized related to the convertible notes were $151,892 and $292,579 for the three and six months ended June 30, 2026, respectively, compared to $116,112 and $218,388 for the same periods in 2025.

 

NOTE 7 — Segment Information and Concentrations

 

Segment Information

The Company operates in the mobile barcode scanning and RFID/NFC data capture market. Mobile scanning typically consists of mobile devices such as smartphones or tablets, with mobile scanning or NFC peripherals for data collection, and third-party vertical applications software. The Company distributes its products in the United States and foreign countries primarily through distributors and resellers. The Company markets its products primarily through application developers whose applications are designed to work with the Company’s products.

 

Revenues by geographic areas for the three and six months ended June 30, 2026 and 2025 were as follows:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Revenues:
Americas		$	2,198,762			$	2,866,482			$	5,036,888			$	5,927,264
Europe			227,030				578,726				849,846				1,124,805
Asia Pacific			607,541				596,531				846,908				955,590
Total revenues		$	3,033,333			$	4,041,739			$	6,733,642			$	8,007,659

 

 

Export revenues are attributable to countries based on the location of the Company’s customers. The Company does not hold long-lived assets in foreign locations.

 

Major Customers

Customers who accounted for at least 10% of the Company’s total revenues for the three and six months ended June 30, 2026 and 2025 were as follows:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
BlueStar, Inc.			31	%			34	%			29	%			32	%
Nippon Primex, Inc.			17	%			*				*				*
ScanSource, Inc.			16	%			*				14	%			*
Synnex Corporation			10	%			10	%			11	%			10	%
*Customer accounted for less than 10% of the Company’s total revenue

 

 

10

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk include cash, cash equivalents and accounts receivable. The Company invests its cash in demand deposit accounts in banks and the Company has not experienced losses on the investments. The Company’s trade accounts receivables are primarily with distributors. The Company performs ongoing credit evaluations of its customers’ financial condition, but the Company generally requires no collateral. Reserves are maintained for potential credit losses, and such losses have been within management’s expectations. Customers who accounted for at least 10% of the Company’s accounts receivable balances on June 30, 2026 and December 31, 2025 were as follows:

 

		June 30,				December 31,
		2026				2025
BlueStar, Inc.			41	%			43	%
ScanSource, Inc.			33	%			19	%
EET UK Distribution Ltd.			*				11	%

 

Concentration of Suppliers

Several of the Company’s component parts are produced by a sole or limited number of suppliers. Shortages could occur in these essential materials due to increased demand, or due to an interruption of supply. Suppliers may choose to restrict credit terms or require advance payments causing delays in the procurement of essential materials. The Company’s inability to procure certain materials could have a material adverse effect on the Company’s results. For the six months ended June 30, 2026 and 2025, the top three suppliers accounted for 65% and 48% of inventory purchases. As of June 30, 2026 and December 31, 2025, 24% and 33%, respectively, of the Company’s accounts payable balances were concentrated with top two suppliers.

 

 

NOTE 8 — Stock-Based Compensation

 

The Company recognizes the compensation cost in the financial statements for all stock-based awards to employees, including grants of stock options and restricted stock, based on the fair value of the awards as of the date that the awards are issued. Compensation cost for stock-based awards is recognized on a straight-line basis over the vesting period.

 

The fair values of stock options are generally determined using a binomial lattice valuation model which incorporates assumptions about expected volatility, risk-free interest rate, dividend yield, and expected life. Ther Company granted 232,045 stock options granted during the six months ended June 30, 2026 compared to no stock options granted during the six months ended June 30, 2025.

 

Restricted stock shares are issued to employees and consultants and are held in escrow by the Company until they vest, subject to the recipient remaining a service provider on each applicable vesting date. If a recipient's service or employment terminates before vesting, the unvested shares are forfeited and revert to the Company. Restricted stock may also be issued to directors, whose awards typically vest immediately. The shares are registered upon grant, allowing the holders to vote at the annual stockholders' meeting. Restricted stock is granted at no cost to the recipient, and the related compensation expense is recognized on a straight-line basis over the applicable vesting period.

11

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

During the six months ended June 30, 2026 and 2025, the Company granted 76,286 and 643,793 shares of restricted stock, respectively. As of June 30, 2026, 737,194 shares of restricted stock were outstanding. Because the shares are subject to restrictions on sale or transfer until they vest, the Company does not include unvested restricted stock in shares issued and outstanding. During the six months ended June 30, 2026, 374,855 shares of restricted stock vested and were issued to employees and directors. The fair value of the vested shares is subject to applicable tax withholding.

 

Total stock-based compensation expenses for the three and six months ended June 30, 2026 were $179,929 and $349,983, respectively, compared to expenses of $230,690 and $301,315 in the corresponding periods a year ago.

 

NOTE 9 — Net Loss Per Share

 

The following table sets forth the reconciliation of basic shares to diluted shares and the computation of basic and diluted net loss per share:

 

	Three Months Ended June 30,								Six Months Ended June 30,
	2026				2025				2026				2025
Numerator:
Net loss	$	(1,346,396	)		$	(792,141	)		$	(2,245,972	)		$	(1,786,281	)
Denominator: Weighted average shares outstanding used in computing net loss per share:
Basic		8,244,810				7,937,484				8,190,086				7,883,760
Diluted		8,244,810				7,937,484				8,190,086				7,883,760
Net loss per share applicable to common stockholders:
Basic	$	(0.16	)		$	(0.10	)		$	(0.27	)		$	(0.23	)
Diluted	$	(0.16	)		$	(0.10	)		$	(0.27	)		$	(0.23	)

 

 

In the three and six months ended June 30, 2026, 1,285,548 stock options, 5,161,331 shares for convertible notes, and 50,000 warrants were excluded in the calculation of diluted net loss per share as their effect would have been anti-dilutive.

 

12

Index 

 

SOCKET MOBILE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2026

 

In the three and six months ended June 30, 2025, 1,107,700 stock options, 4,605,775 shares for convertible notes, and 50,000 warrants were excluded in the calculation of diluted net loss per share as their effect would have been anti-dilutive.

 

NOTE 10 — Income Taxes

 

The Company did not record an income tax expense in the three and six months ended June 30, 2026 and 2025, respectively.

 

NOTE 11 — Commitments and Contingencies

 

Operating Lease Obligations

In February 2022, the Company entered into a lease agreement for approximately 35,913 square feet at 40675 Encyclopedia Circle in Fremont, California. This location serves as the Company’s Corporate Headquarters, including office space and manufacturing. The current monthly rent is $56,588.

 

The Company accounted for the lease as an operating lease under ASC 842 using the bank loan interest rate in effect on May 1, 2022 at 5.0% to discount future lease payments. The lease term expires on July 31, 2029, with a one-time option to renew for a period of five years. The renewal period is not included in the measurement of the leases as the Company is not reasonably certain of exercising it.

 

In January 2024, the Company renewed its equipment operating lease agreement. The lease term expires on December 31, 2026. The Company accounted for the lease as an operating lease under ASC 842 using the bank loan interest rate in effect on January 1, 2024 at 9.25%.

 

As of June 30, 2026, the balances of right-of-use assets and liabilities were $1,817,662 and $2,008,034, respectively, compared to $2,086,621 and $2,288,708, respectively, on December 31, 2025.

 

In July 2022, the Company also signed a two-year equipment operating lease agreement and the future lease payments are discounted at the interest rate of 5.5%.

 

The operating lease expense was allocated in cost of goods sold and operating expenses based on department headcount and amounted to $161,682 and $323,363 for the three and six months ended June 30, 2026 and 2025, respectively.

 

Cash payments included in the measurement of the Company’s operating lease liabilities were $170,836 and $336,727 for the three and six months ended June 30, 2026, respectively, compared to $164,291 and $325,382, respectively, for the corresponding prior year periods.

13

Index 

 

Future minimum lease payments for the operating lease in effect as of June 30, 2026 are shown below: 

 

Annual minimum payments:		Amount
2026 (July 2026 through December 31, 2026)			341,672
2027			692,644
2028			713,423
2029			425,646
Total minimum payments			2,173,385
Less: Present value factor			(165,351	)
Total operating lease liabilities			2,008,034
Less: Current portion of operating lease			(597,701	)
Long-term portion of operating lease		$	1,410,333

 

 

Purchase Commitments

As of June 30, 2026, the Company has non-cancelable purchase commitments for inventory to be used in the ordinary course of business of approximately $2,642,000.

 

Legal Matters

The Company is subject to disputes, claims, requests for indemnification and lawsuits arising in the ordinary course of business. Under the indemnification provisions of the Company’s customer agreements, the Company routinely agrees to indemnify and defend its customers against infringement of any patent, trademark, copyright, trade secrets, or other intellectual property rights arising from customers’ legal use of the Company’s products or services. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid for the indemnified products. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company by its customers pertaining to such indemnification provisions, and no amounts have been recorded. The Company is currently not a party to any material legal proceedings.

 

Nasdaq Listing Compliance

On May 19, 2026, the Company received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of its common stock for the preceding 30 consecutive business days, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The notification has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a compliance period of 180 calendar days, or until November 16, 2026, to regain compliance. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period. If the Company does not regain compliance by November 16, 2026, the Company may be eligible for an additional compliance period, subject to satisfaction of applicable Nasdaq requirements.

 

 

NOTE 12 — Subsequent Events

 

Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the audited financial statements.

 

On August 6, 2026, 15,200 shares of common stock were granted to members of the Board of Directors in connection with new directors’ appointments and as compensation in lieu of cash. The shares were valued at the closing market price of $0.39 per share on the grant date.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report 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. These statements include statements forecasting our future financial condition and results, our future operating activities, market acceptance of our products, expectations for general market growth of mobile computing devices, growth in demand for our data capture products, expansion of the markets that we serve, expansion of the distribution channels for our products, and the timing of the introduction and availability of new products, as well as other forecasts discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “may,” “will,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections about our industry, and management’s beliefs and assumptions. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Factors that could cause actual results and outcomes to differ materially include, but are not limited to: volatility in the world economy generally and in the markets we serve in particular, including the impact of Russia’s military action against Ukraine; the risk of delays in the availability of our products due to technological, market or financial factors including the availability of product components and necessary working capital; our ability to successfully develop, introduce and market future products; our ability to effectively manage and contain our operating costs; the availability of third-party hardware and software that our products are intended to work with; product delays associated with new model introductions and product changeovers by the makers of products that our products are intended to work with; continued growth in demand for barcode scanners; market acceptance of emerging standards such as RFID/Near Field Communications and of our related data capture products; the ability of our strategic relationships to benefit our business as expected; our ability to enter into additional distribution relationships; and other factors described in this Form 10-Q including under “Risk Factors” and those discussed in other documents we filed with the Securities and Exchange Commission. We assume no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements.

 

You should read the following discussion in conjunction with the interim condensed financial statements and notes included elsewhere in this report, the Company’s annual financial statements included in its Annual Report on Form 10-K, and other information contained in other reports and documents filed from time to time with the Securities and Exchange Commission.

 

The Company and its Products

 

Our primary products are cordless data capture devices incorporating barcode scanning or RFID/Near Field Communications (NFC) technologies that connect over Bluetooth. All products work with applications running on smartphones, mobile computers and tablets using operating systems from Apple® (iOS), Google™ (Android™) and Microsoft® (Windows®). We offer an easy-to-use software developer kit (CaptureSDK) to app providers, which enables them to provide their consumers with our advanced barcode scanning features. Our products are integrated by the app providers and are marketed by the app providers or their resellers. The number of app providers supporting our data capture solutions continues to grow.

 

XtremeScan family. Our XtremeScan product line consists of two configurations: XtremeScan, and XtremeScan Meg. This product family marks a significant milestone in our commitment to delivering high-quality data capture solutions for customers in industrial, manufacturing, warehousing, oil and gas, and airports. XtremeScan enables iPhones to withstand harsh industrial conditions, offering robust scanning capabilities with military-grade durability. XtremeScan Meg devices cater to the growing number of workers using a single phone for both personal and business needs. The Bring Your Own Device (BYOD) market is a significant yet underserved segment where we see strong growth potential. XtremeScan is fully compatible with iPhone 17e, a durable, cost-effective device designed for industrial environments. With an extra-long battery life, enhanced drop resistance, and the trusted iOS platform, it is expected to become the go-to device for demanding industrial sectors. XtremeScan, combined with iPhone 17e, will empower industrial businesses with durable, adaptable, and future-ready data capture technology.

 

SocketCam family. Our camera-based barcode scanning software includes SocketCam C820 and C860, compatible with both iOS and Android. The C820 is a free, easily integrated camera scanning solution, while the C860 offers a significant upgrade for users with advanced scanning needs. The C860 stands out due to its swift and accurate reading of damaged barcodes and exceptional performance in poor lighting conditions, setting it apart in the industry. Both C820 and C860 enable App providers to serve a wide range of customers with diverse data capture requirements, from price-sensitive to performance-sensitive. End-users needing more than a free camera-based scanners can upgrade to advanced C860 or opt for a Socket hardware scanner.

 

DuraScan® Family. Our DuraScan® family includes the 600 Series NFC & RFID readers (D600), 700 Series companion scanners (D720, D730, D740, D745, D755, D760, D762, D764, D765), 800 Series attachable scanners (D800, D820, D840, D860), and the Wearable 900 Series (DW930, DW940). Designed for rugged work environments, DuraScan data readers offer exceptional durability, making them ideal for industries such as warehousing, manufacturing, and distribution. 

 

SocketScan family. Our SocketScan family offers a range of versatile solutions designed for seamless integration into various business applications. It includes the 300 Series countertop readers (S320, S370), the 500 Series NFC Mobile Wallet Reader (S550), the 700 Series companion scanners (S720, S730, S740), the 700 Series Bluetooth Low Energy scanners (S721, S741), and the 800 Series attachable scanners (S800, S820, S840, S860). With an easy setup process and user-friendly design, SocketScan enhances efficiency by delivering fast, high-performance 1D/2D scanning while reducing human errors. Whether scanning barcodes, reading NFC data, or handling combo applications, SocketScan ensures accuracy and reliability across diverse industries.

 

DuraSled Family. Our DuraSled (DS800, DS820, DS840, DS860) integrates a smartphone with a high-performance, protective barcode sled scanner, creating a one-handed solution. Designed for efficiency, these sled scanners offer native support with select Apple and Samsung smartphones, enabling full application control of a one-handed data collection experience.

 

Software Developer Kit (CaptureSDK). Our CaptureSDK supports all Socket Mobile data capture devices through a single integration, simplifying the process for app developers to incorporate our data capture capabilities into their applications. By installing our SDK, developers enable their customers to select the most suitable Socket Mobile products for their needs. CaptureSDK allows developers to modify captured data, control the placement of barcode or RFID data within their applications, and manage user feedback to confirm successful transactions and data transmissions. Additionally, CaptureSDK includes SocketCam, a feature that enables the use of a device's built-in camera for occasional or lower-volume data collection requirements. CaptureSDK is compatible with development tools such as Swift Package Manager, Maven, and NuGet, and supports high-level frameworks including MAUI, React Native, Java, JavaScript, and Flutter, facilitating seamless integration of our data capture solutions into diverse applications.

 

We design our own products and are responsible for all associated test equipment. We subcontract the manufacturing of all our product components to independent third-party contract manufacturers located in the United States, Mexico, Taiwan, Singapore, Malaysia and China that have the equipment, know-how and capacity to manufacture products to our specifications. We perform final product assembly, testing and packaging at, and distribute our products from, our Fremont, California facility. We offer our products worldwide through two-tier distribution enabling customers to purchase from large numbers of online resellers around the world including app providers who resell their own solutions along with our data capture products. Our products are also available on our online stores.

 

We believe growth in mobile applications and the mobile workforce resulting from technical advances in mobile technologies, cost reductions in mobile devices and the growing adoption by businesses of mobile applications for smartphones and tablets, builds a growing demand for our products. Our data capture products address the need for speed and accuracy by today’s mobile workers and by the systems supporting those workers, thereby enhancing their productivity and allowing them to exploit time-sensitive opportunities and improve customer satisfaction.

 

Results of Operations

 

Revenues

 

Total revenues for the second quarter of 2026 were approximately $3.03 million, a 25% decrease from $4.04 million in the same period last year. For the six months ended June 30, 2026, total revenues were approximately $6.73 million, compared with $8.01 million for the same period in 2025, a decrease of 16%. The decline primarily reflected continued weakness in the retail scanning market, resulting in lower sales volumes.

 

Gross Margins

 

Gross margin was 46.4% in the second quarter of 2026, compared with 49.9% in the same period last year. For the six months ended June 30, 2026, gross margin was 49.1%, compared with 50.2% for the same period in 2025. The decrease was primarily due to the underutilization of manufacturing capacity at the current production levels, which resulted in higher fixed manufacturing costs as a percentage of revenue.

 

 

Research and Development Expense

 

Research and development expenses were approximately $1.05 million in the second quarter of 2026, a 4% decrease from approximately $1.10 million in the same period last year. For the six months ended June 30, 2026, research and development expenses were approximately $2.14 million, a 4% decrease from $2.23 million for the same period in 2025. The decrease was primarily attributable to lower employee-related costs resulting from the Company's ongoing cost management initiatives.

 

Sales and Marketing Expense

 

Sales and marketing expenses were approximately $809,000 in the second quarter of 2026, a 21% decrease from approximately $1.03 million in the same period last year. For the six months ended June 30, 2026, sales and marketing expenses were approximately $1.71 million, a 20% decrease from $2.13 million for the same period in 2025. The decrease primarily reflected the Company's cost reduction initiatives, including selective headcount reductions and other cost-saving measures, as well as lower travel and marketing-related expenses.

 

General and Administrative Expense

 

General and administrative expenses were approximately $741,000 in the second quarter of 2026, compared with approximately $569,000 in the same period last year, an increase of 30%. For the six months ended June 30, 2026, general and administrative expenses were approximately $1.41 million, a 15% increase from $1.22 million for the same period in 2025. The increase was primarily attributable to the absence of certain personnel cost savings recognized in the second quarter of 2025, as well as an unfavorable foreign currency impact, reflecting a foreign exchange loss in 2026 compared with a foreign exchange gain in the prior-year period. In response to continued business challenges, the Company implemented additional cost-saving measures beginning in the third quarter of 2026.

 

Interest Expense, Net of Interest Income

 

Interest expense and other, net of interest income and other, was approximately $151,000 in the second quarter of 2026 compared to $115,000 in the second quarter of 2025. For the six months ended June 30, 2026, interest expense, net was approximately $291,000, compared with $215,000 for the same period in 2025. Interest expenses in both 2026 and 2025 were related to interest on secured subordinated convertible notes payable (see “NOTE 6 — Secured Subordinated Convertible Notes Payable” for more information).

 

There were no outstanding balances of credit lines during the three and six months ended June 30, 2026 and 2025.

 

Interest income reflects interest earned on cash balances. Interest income was nominal in each of the comparable second quarters, reflecting low average rates of return.

 

Income Taxes

 

No income tax expense was recorded for the second quarter of 2026 nor 2025.

 

 

Liquidity and Capital Resources

 

As reflected in our Statements of Cash Flows, net cash used in operating activities was approximately $633,000 in the first half of 2026, compared to net cash used in operating activities amounted to approximately $1,197,000 in the first half of 2025. We calculate net cash used in operating activities by adjusting our net loss (approximately $2,246,000 and $1,786,000 in the first half of 2026 and 2025, respectively) with items that did not require the use of cash. Those items include stock-based compensation expense, depreciation and amortization of equipment and intangible assets, amortization of debt discount and operating lease ROU assets. These amounts totaled approximately $1,187,000 and $1,246,000 in the first half of 2026 and 2025, respectively. In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. In the first half of 2026, changes in operating assets and liabilities resulted in net cash provided by operating activities of approximately $426,000. This was primarily driven by collections of accounts receivable and lower inventory levels. These cash inflows were partially offset by lease payments and increases in accrued employee costs and accounts payable.

 

In the first half of 2025, changes in operating assets and liabilities resulted in net cash used in operating activities of approximately $657,000. This was primarily due to operating lease payment, higher accounts receivable driven by increased shipment levels at the end of the quarter, and an increase in prepaid expenses. The uses of cash were partially offset by reduction in inventory and increase in accounts payable.

 

In the first half of 2026 and 2025, we invested approximately $144,000 and $189,000, respectively, in leasehold improvements, computer software development costs, and manufacturing tooling costs.

 

Net cash provided by financing activities was $350,000 in the first half of 2026, compared to $1,500,000 in the same period of 2025. In both periods, the cash provided by financing activities consisted of proceeds from secured subordinated note financing completed during the first six months.

 

Critical Accounting Estimates

 

Our significant accounting policies are described in “Note 2 - Summary of Significant Accounting Policies” in the notes to condensed financial statements. The application of these policies requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on a combination of historical experience and reasonable judgment applied to other facts. Actual results may differ from these estimates, and such differences may be material to the financial statements. In addition, the use of different assumptions or judgments may result in different estimates. We believe our critical accounting policies that are subject to these estimates are: Revenue Recognition and Accounts Receivable Reserves, Inventory Valuation, Stock-Based Compensation, Income Taxes and Valuation of Goodwill.

 

A complete description of our critical accounting policies and estimates is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission.

 

Contractual Obligations

 

Our contractual cash obligations on June 30, 2026 are outlined in the table below:

 

		Payments Due by Period
Contractual Obligations		Total				Less than 1 year				1 to 3 years				4 to 5 years				More than 5 years
Unconditional purchase obligations with contract manufacturers		$	2,642,000			$	2,642,000			$	—			$	—			$	—
Operating lease			2,174,000				685,000				1,427,000				62,000				—
Total contractual obligations		$	4,816,000			$	3,327,000			$	1,427,000			$	62,000			$	—

 

 

Off-Balance Sheet Arrangements

 

As of June 30, 2026, we had no off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

 

 

 

 

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Interest Rate Risk

 

Our exposure to market risk from changes in interest rates primarily relates to our bank credit line facilities. Borrowings under these facilities, which provide up to $3.0 million in capacity, bear interest at a variable rate based on the lender’s prime rate (subject to a minimum of 4.25%) plus 0.75%. Accordingly, any increase in interest rates could result in higher interest expense on outstanding balances under both the term loan and credit line facilities.

 

Foreign Currency Risk

 

A substantial majority of our revenue, expense and purchasing activities are transacted in U.S. dollars. However, we require our European distributors to purchase our products in Euros and we pay the expenses of our European employees in Euros and British pounds. We may enter into selected future purchase commitments with foreign suppliers that may be paid in the local currency of the supplier. Based on a sensitivity analysis of our net foreign currency denominated assets at the end of the quarter ended June 30, 2026, an adverse change of 10% in exchange rates would have resulted in a decrease in our net income for the second quarter of 2026 of approximately $14,300. For the second quarter of 2026, the actual net adjustment for the effects of changes in foreign currency on cash balances, collections, and payables, was a net loss of approximately $7,300. We will continue to monitor and assess our risks related to foreign currency fluctuations.

 

Item 4. Controls and Procedures.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

PART II

 

Item 1A. Risk Factors.

 

Ownership of the Company’s securities involves a number of risks and uncertainties. Potential investors should carefully consider the risks and uncertainties described below and the other information in this Quarterly Report on Form 10-Q and our other public filings with the Securities and Exchange Commission before deciding whether to invest in the Company’s securities. The Company’s business, financial condition or results of operations could be materially adversely affected by any of these risks. The risks described below are not the only ones facing the Company. Additional risks that are currently unknown to the Company or that the Company currently considers immaterial may also impair its business or adversely affect its financial condition or results of operations.

 

We may not return to profitability.

 

To return to profitability, we must accomplish numerous objectives, including achieving continued growth in our business, providing ongoing support to registered App providers whose applications support the use of our data capture products, and developing successful new products. We cannot foresee with any certainty whether we will be able to achieve these objectives in the future. Accordingly, we may not generate sufficient revenue or control our expenses enough to maintain ongoing profitability. If we cannot return to profitability, we will not be able to support our operations from positive cash flows, and we would be required to use our existing cash to support operating losses. If we are unable to secure the necessary capital to replace that cash, we may need to suspend some or all of our current operations.

 

We may require additional capital in the future, but that capital may not be available on reasonable terms, if at all, or on terms that would not cause substantial dilution to investors’ stock holdings.

 

We may need to raise capital to fund our growth or operating losses in future periods. Our forecasts are highly dependent on factors beyond our control, including market acceptance of our products and delays in deployments by businesses of applications that use our data capture products. Even if we maintain profitable operating levels, we may need to raise capital to provide sufficient working capital to fund our growth. If capital requirements vary materially from those currently planned, we may require additional capital sooner than expected. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us, if at all.

 

In order to maintain the availability of our bank lines of credit we must remain in compliance with the covenants as specified under the terms of the credit agreements and the bank may exercise discretion in making advances to us.

 

Our credit agreements with our bank require us to remain in compliance with the covenants specified under the terms of the agreement. The agreements also contain customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock, enter into transactions with affiliates and enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. The agreements also contain customary events of default including, among others, payment defaults, breaches of covenants, bankruptcy and insolvency events, cross defaults with certain material indebtedness, judgment defaults, and breaches of representations and warranties. Upon an event of default, our bank may declare all or a portion of our outstanding obligations payable to be immediately due and payable and exercise other rights and remedies provided for under the agreement. During the existence of an event of default, interest on the obligations could be increased. The agreements may be terminated by us or by our bank at any time. Upon such termination, our bank would no longer make advances under the credit agreement and outstanding advances would be repaid as receivables are collected. All advances are at our bank’s discretion and our bank is not obligated to make advances.

 

If app providers are not successful in their efforts to develop, market and sell the applications into which our software and products are incorporated, we may not achieve our sales projections.

 

We are dependent upon App providers to integrate our scanning and software products into their applications designed for mobile workers using smartphones, tablets and mobile computers, and to successfully market and sell those application products and solutions into the marketplace. We focus on serving the needs of App providers as sales of our data capture products are application driven. However, these providers may take considerable time to complete the development of their applications, may experience delays in their development timelines, may develop competing applications, may be unsuccessful in marketing and selling their application products and solutions to customers, or may experience delays in customer deployments and implementations, which would adversely affect our ability to achieve our revenue projections.

 

A deterioration in global economic conditions may have adverse impacts on our business and financial condition in ways that we currently cannot predict and may limit our ability to raise additional funds.

 

If global economic conditions deteriorate, it may impact our business and our financial condition. We may face significant challenges if conditions in the financial markets worsen. The impact of such future developments on our business, including the ongoing military action in Ukraine by Russia, is highly uncertain and cannot be predicted. If the overall economy continues to decline for an extended period, our results of operations, financial position and cash flows may be materially adversely affected. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including impairing our ability to pursue potential opportunities and limiting our ability to raise additional capital when needed on acceptable terms, if at all.

 

Failure to maintain effective internal controls could have a material adverse effect on our business, operating results, and stock price.

 

We have evaluated and will continue to evaluate our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires an annual management assessment of the design and effectiveness of our internal control over financial reporting. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented, or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition and access to assets, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

 

Despite security protections, our business records and information could be hacked by unauthorized personnel.

 

We protect our business records and information from access by unauthorized personnel and are not aware of any instances where such data has been compromised. We maintain adequate segregation of duties in safeguarding our assets and related records and monitor our systems to detect any attempts to bypass our controls and procedures which we evaluate and update from time to time. We are aware that unauthorized efforts to access our business records and information with sophisticated tools could bypass our controls and procedures and we remain alert to that possibility.

 

We may be unable to manufacture our products because we are dependent on a limited number of qualified suppliers for our components.

 

Several of our component parts are produced by one or a limited number of suppliers. Shortages or delays could occur in these essential components due to an interruption of supply or increased demand in the industry. Suppliers may choose to restrict credit terms or require advance payment causing delays in the procurement of essential materials. If we are unable to procure certain component parts, we could be required to reduce our operations while we seek alternative sources for these components, which could have a material adverse effect on our financial results. To the extent that we acquire extra inventory stocks to protect against possible shortages, we would be exposed to additional risks associated with holding inventory, such as obsolescence, excess quantities, or loss.

 

If we fail to develop and introduce new products rapidly and successfully, we will not be able to compete effectively, and our ability to generate sufficient revenues will be negatively affected.

 

The market for our products is prone to rapidly changing technology, evolving industry standards and short product life cycles. If we are unsuccessful at developing and introducing new products and services on a timely basis that include the latest technologies, conform to the newest standards, and that are appealing to end users, we will not be able to compete effectively, and our ability to generate significant revenues will be seriously harmed.

 

The development of new products and services can be very difficult and requires high levels of innovation. The development process is also lengthy and costly. Short product life cycles for smartphones and tablets expose our products to the risk of obsolescence and require frequent new product upgrades and introductions. We will be unable to introduce new products and services into the market on a timely basis and compete successfully if we fail to:

·

invest significant resources in research and development, sales and marketing, and customer support;

·

identify emerging trends, demands and standards in the field of mobile computing products;

·

enhance our products by adding additional features;

·

maintain superior or competitive performance in our products; and

·

anticipate our end users’ needs and technological trends accurately.

 

We cannot be sure that we will have sufficient resources to make adequate investments in research and development or that we will be able to identify trends or make the technological advances necessary to be competitive.

 

We may not be able to collect receivables from customers who experience financial difficulties.

 

Our accounts receivable is derived primarily from distributors. We perform ongoing credit evaluations of our customers’ financial conditions but generally require no collateral from our customers. Reserves are maintained for potential credit losses, and such losses have historically been within such reserves. However, many of our customers may be thinly capitalized and may be prone to failure in adverse market conditions. Although our collection history has been good, from time to time a customer may not pay us because of financial difficulty, bankruptcy or liquidation. If global financial conditions have an impact on our customer’s ability to pay us in a timely manner, consequently, we may experience increased difficulty in collecting our accounts receivable, and we may have to increase our reserves in anticipation of increased uncollectible accounts.

 

We could face increased competition in the future, which would adversely affect our financial performance.

 

The market in which we operate is very competitive. Our future financial performance is contingent on a number of unpredictable factors, including that:

 

·

some of our competitors have greater financial, marketing, and technical resources than we do;

·

we periodically face intense price competition, particularly when our competitors have excess inventories and discount their prices to clear their inventories; and

·

certain manufacturers of tablets and mobile phones offer products with built-in functions, such as Bluetooth wireless technology or barcode scanning, that compete with our products.

 

Increased competition could result in price reductions, fewer customer orders, reduced margins, and loss of market share. Our failure to compete successfully against current or future competitors could harm our business, operating results, and financial condition.

 

If we do not correctly anticipate demand for our products, our operating results will suffer.

 

The demand for our products depends on many factors and is difficult to forecast as we introduce and support more products, and as competition in the markets for our products intensifies. If demand is lower than forecasted levels, we could have excess production resulting in higher inventories of finished products and components, which could lead to write-downs or write-offs of some or all of the excess inventories, and reductions in our cash balances. Lower than forecasted demand could also result in excess manufacturing capacity at our third-party manufacturers and in our failure to meet minimum purchase commitments, each of which may lower our operating results.

 

If demand increases beyond forecasted levels, we will have to rapidly increase production at our third-party manufacturers. We depend on suppliers to provide additional volumes of components, and suppliers might not be able to increase production rapidly enough to meet unexpected demand. Even if we were able to procure enough components, our third-party manufacturers might not be able to produce enough of our devices to meet our customer demand. In addition, rapid increases in production levels to meet unanticipated demand could result in higher costs for manufacturing and supply of components and other expenses. These higher costs could lower our profit margins. Further, if production is increased rapidly, manufacturing yields could decline, which may also lower operating results.

 

We rely primarily on distributors to distribute our products, and our sales would suffer if any of these distributors stopped distributing our products effectively.

 

Because we distribute and fulfill resellers’ orders for our products primarily through distributors, we are subject to risks associated with channel distribution, such as risks related to their inventory levels and support for our products. Our distribution channels may build up inventories in anticipation of growth in their sales. If such growth in their sales does not occur as anticipated, the inventory build-up could contribute to higher levels of product returns. The lack of sales by any one significant participant in our distribution channels could result in excess inventories and adversely affect our operating results and working capital liquidity. During the six months ended June 30, 2026 and 2025, Ingram Micro® and BlueStar Inc. and ScanSource, Inc together represented approximately 43% and 42%, respectively, of our worldwide sales. We expect that a significant portion of our sales will continue to depend on sales to a limited number of distributors.

 

Our agreements with distributors are generally nonexclusive and may be terminated on short notice by them without cause. Our distributors are not within our control, are not obligated to purchase products from us, and may offer competitive lines of products simultaneously. Sales growth is contingent in part on our ability to enter into additional distribution relationships and expand our sales channels. We cannot predict whether we will be successful in establishing new distribution relationships, expanding our sales channels or maintaining our existing relationships. A failure to enter into new distribution relationships, expand our sales channels, or maintain our existing relationships could adversely impact our ability to grow our sales.

 

We allow our distribution channels to return a portion of their inventory to us for full credit against other purchases. In addition, in the event we reduce our prices, we credit our distributors for the difference between the purchase price of products remaining in their inventory and our reduced price for such products. Actual returns and price protection may adversely affect future operating results and working capital liquidity by reducing our accounts receivable and increasing our inventory balances, particularly since we seek to continually introduce new and enhanced products and are likely to face increasing price competition.

 

We depend on alliances and other business relationships with third parties, and a disruption in these relationships would hinder our ability to develop and sell our products.

 

We depend on strategic alliances and business relationships with leading participants in various segments of the mobile applications market to help us develop and market our products. Our strategic partners may revoke their commitment to our products or services at any time in the future or may develop their own competitive products or services. Accordingly, our strategic relationships may not result in sustained business alliances, successful product or service offerings, or the generation of significant revenues. Failure of one or more of such alliances could result in delay or termination of product development projects, failure to win new customers or loss of confidence by current or potential customers.

 

We have devoted significant research and development resources to design products to work with a number of operating systems used in mobile devices including Apple® (iOS), Google™ (Android™) and Microsoft® (Windows®). Such design activities have diverted financial and personnel resources from other development projects. These design activities are not undertaken pursuant to any agreement under which Apple, Google or Microsoft is obligated to collaborate or to support the products produced from such collaboration. Consequently, these organizations may terminate their collaborations with us for a variety of reasons, including our failure to meet agreed-upon standards or for reasons beyond our control, such as changing market conditions, increased competition, discontinued product lines, and product obsolescence.

 

Our intellectual property and proprietary rights may be insufficient to protect our competitive position.

 

Our business depends on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark, trade secret laws, and other restrictions on disclosure to protect our proprietary technologies. We cannot be sure that these measures will provide meaningful protection for our proprietary technologies and processes. We cannot be sure that any patent issued to us will be sufficient to protect our technology. The failure of any patents to provide protection for our technology would make it easier for our competitors to offer similar products. In connection with our participation in the development of various industry standards, we may be required to license certain of our patents to other parties, including our competitors that develop products based upon the adopted standards.

 

We also generally enter into confidentiality agreements with our employees, distributors, and strategic partners, and generally control access to our documentation and other proprietary information. Despite these precautions, it may be possible for a third-party to copy or otherwise obtain and use our products, services, or technology without authorization, develop similar technology independently, or design around our patents.

 

Additionally, effective copyright, trademark, and trade secret protection may be unavailable or limited in certain foreign countries.

 

We may become subject to claims of intellectual property rights infringement, which could result in substantial liability.

 

In the course of operating our business, we may receive claims of intellectual property infringement or otherwise become aware of potentially relevant patents or other intellectual property rights held by other parties. Many of our competitors have large intellectual property portfolios, including patents that may cover technologies that are relevant to our business. In addition, many smaller companies, universities, and individuals have obtained or applied for patents in areas of technology that may relate to our business. The industry is moving towards aggressive assertion, licensing, and litigation of patents and other intellectual property rights.

 

If we are unable to obtain and maintain licenses on favorable terms for intellectual property rights required for the manufacture, sale, and use of our products, particularly those products which must comply with industry standard protocols and specifications to be commercially viable, our results of operations or financial condition could be adversely impacted.

 

In addition to disputes relating to the validity or alleged infringement of other parties’ rights, we may become involved in disputes relating to our assertion of our own intellectual property rights. Whether we are defending the assertion of intellectual property rights against us or asserting our intellectual property rights against others, intellectual property litigation can be complex, costly, protracted, and highly disruptive to business operations by diverting the attention and energies of management and key technical personnel. Plaintiffs in intellectual property cases often seek injunctive relief, and the measures of damages in intellectual property litigation are complex and often subjective or uncertain. Thus, any adverse determinations in this type of litigation could subject us to significant liabilities and costs.

 

New industry standards may require us to redesign our products, which could substantially increase our operating expenses.

 

Standards for the form and functionality of our products are established by standards committees. These independent committees establish standards, which evolve and change over time, for different categories of our products. We must continue to identify and ensure compliance with evolving industry standards so that our products are interoperable and we remain competitive. Unanticipated changes in industry standards could render our products incompatible with products developed by major hardware manufacturers and software developers. Should any major changes, even if anticipated, occur, we would be required to invest significant time and resources to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we would miss opportunities to sell our products for use with new hardware components from mobile computer manufacturers and OEMs, thus affecting our business.

 

Undetected flaws and defects in our products may disrupt product sales and result in expensive and time-consuming remedial action

 

Our hardware and software products may contain undetected flaws, which may not be discovered until customers have used the products. From time to time, we may temporarily suspend or delay shipments or divert development resources from other projects to correct a particular product deficiency. Efforts to identify and correct errors and make design changes may be expensive and time-consuming. Failure to discover product deficiencies in the future could delay product introductions or shipments, require us to recall previously shipped products to make design modifications, or cause unfavorable publicity, any of which could adversely affect our business and operating results.

 

The loss of one or more of our senior personnel could harm our existing business.

 

A number of our officers and senior managers have been employed for more than twenty years by us, including our Chief Financial Officer, Chief Information Officer, Vice President of Operations, Vice President of Engineering/Chief Technical Officer, and Controller. Our future success will depend upon the continued service of key officers and senior managers. Competition for officers and senior managers is intense, and there can be no assurance that we will be able to retain our existing senior personnel. The loss of one or more of our officers or key senior managers could adversely affect our ability to compete.

 

The expensing of stock options and restricted stocks will continue to reduce our operating results such that we may find it necessary to change our business practices to attract and retain employees.

 

We have been using stock options and restricted stocks as key components of our employee compensation packages. We believe that stock options and restricted stocks provide an incentive to our employees to maximize long-term stockholder value and, through the use of vesting, encourage valued employees to remain with us. The expensing of employee stock options and restricted stocks adversely affects our net income and earnings per share, will continue to adversely affect future quarters, and will make profitability harder to achieve. In addition, we may decide in response to the effects of expensing stock options and restricted stocks on our operating results to reduce the number of stock options or restricted stocks granted to employees or to grant to fewer employees. This could adversely affect our ability to retain existing employees or attract qualified candidates, and also could increase the cash compensation we would have to pay to them.

 

If we are unable to attract and retain highly skilled sales and marketing and product development personnel, our ability to develop and market new products and product enhancements will be adversely affected.

 

We believe our ability to achieve increased revenues and to develop successful new products and product enhancements will depend in part upon our ability to attract and retain highly skilled sales and marketing and product development personnel. Our products involve a number of new and evolving technologies, and we frequently need to apply these technologies to the unique requirements of mobile products. Our personnel must be familiar with both the technologies we support and the unique requirements of the products to which our products connect. Competition for such personnel is intense, and we may not be able to attract and retain such key personnel. In addition, our ability to hire and retain such key personnel will depend upon our ability to raise capital or achieve increased revenue levels to fund the costs associated with such key personnel. Failure to attract and retain such key personnel will adversely affect our ability to develop and market new products and product enhancements.

 

Our operating results could be harmed by economic, political, regulatory and other risks associated with export sales.

 

Our operating results are subject to the risks inherent in export sales, including:

·

longer payment cycles;

·

unexpected changes in regulatory requirements, import and export restrictions and tariffs;

·

difficulties in managing foreign operations;

·

the burdens of complying with a variety of foreign laws;

·

greater difficulty or delay in accounts receivable collection;

·

potentially adverse tax consequences; and

·

political and economic instability (such as Russia’s military action against Ukraine).

 

Our export sales are primarily denominated in Euros for our sales to European distributors and in British pounds for our sales to UK distributors. Accordingly, an increase in the value of the United States dollar relative to the Euro or British pound could make our products more expensive and therefore potentially less competitive in European markets. Declines in the value of the Euro or pound relative to the United States dollar may result in foreign currency losses relating to the collection of receivables denominated if left unhedged.

 

Our facilities or operations could be adversely affected by events outside our control, such as natural disasters or health epidemics.

 

Our corporate headquarters is located in a seismically active region in Northern California. If major disasters such as earthquakes occur, or our information system or communications network breaks down or operates improperly, our headquarters and production facilities may be seriously damaged, or we may have to stop or delay production and shipment of our products. In addition, we may be affected by health epidemic or pandemics, or geopolitical instability, such as Russia’s military action against Ukraine. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

 

Our quarterly operating results may fluctuate in future periods, which could cause our stock price to decline.

 

We expect to experience quarterly fluctuations in operating results in the future. Quarterly revenues and operating results depend on the volume and timing of orders received, which sometimes are difficult to forecast. Historically, we have recognized a substantial portion of our revenue in the last month of the quarter. This subjects us to the risk that even modest delays in orders or in the manufacture of products relating to orders received, may adversely affect our quarterly operating results. Our operating results may also fluctuate due to factors such as:

·

the demand for our products;

·

the size and timing of customer orders;

·

unanticipated delays or problems in our introduction of new products and product enhancements;

·

the introduction of new products and product enhancements by our competitors;

·

the timing of the introduction and deployment of new applications that work with our products;

·

changes in the revenues attributable to royalties and engineering development services;

·

product mix;

·

timing of software enhancements;

·

changes in the level of operating expenses;

·

competitive conditions in the industry including competitive pressures resulting in lower average selling prices;

·

timing of distributors’ shipments to their customers;

·

delays in supplies of key components used in the manufacturing of our products; and

·

general economic conditions and conditions specific to our customers’ industries.

 

Because we base our staffing and other operating expenses on anticipated revenues, unanticipated declines or delays in the receipt of orders can cause significant variations in operating results from quarter to quarter. As a result of any of the foregoing factors, or a combination, our results of operations in any given quarter may be below the expectations of public market analysts or investors, in which case the market price of our common stock would be adversely affected.

 

The sale of a substantial number of shares of our common stock could cause the market price of our common stock to decline.

 

Sales of a substantial number of shares of our common stock in the public market could adversely affect the market price for our common stock. The market price of our common stock could also decline if one or more of our significant stockholders decided for any reason to sell substantial amounts of our common stock in the public market.

 

As of August 10, 2026, we had 8,291,681 shares of common stock outstanding. Substantially all of these shares are freely tradable in the public market, either without restriction or subject, in some cases, only to Form S-3 prospectus delivery requirements and, in other cases, only to the manner of sale, volume, and notice requirements of Rule 144 under the Securities Act.

 

As of August 10, 2026, we had 1,285,548 shares of common stock subject to outstanding options under our stock option plans, 699,227 shares of restricted stock outstanding, and 593,876 shares of common stock available for future issuance under the plans. We have registered the shares of common stock subject to outstanding options and restricted stock and reserved them for issuance under our stock option plans. Accordingly, the shares of common stock underlying vested options and unvested restricted stock will be eligible for resale in the public market as soon as the options are exercised or the restricted stock vests, as applicable.

 

Volatility in the trading price of our common stock could negatively impact the price of our common stock.

 

During the period from January 1, 2025 through August 10, 2026, our common stock price fluctuated between a high of $2.79 and a low of $0.38. We have experienced low trading volumes in our stock, and thus relatively small purchases and sales can have a significant effect on our stock price. The trading price of our common stock could be subject to wide fluctuations in response to many factors, some of which are beyond our control, including general economic conditions and the outlook of securities analysts and investors on our industry. In addition, the stock markets in general, and the markets for high technology stocks in particular, have experienced high volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

 

 

 

 

 

 

 

 

 

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 5. Other Information

 

Employment Agreement with Chief Executive Officer

 

On June 12, 2026, the Company entered into a First Amendment to Employment Agreement with David A. Holmes in connection with his appointment as President and Chief Executive Officer. The amendment updated Mr. Holmes' title, base salary, and annual bonus opportunity. The original Employment Agreement and the First Amendment to Employment Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q.

 

Item 6. Exhibits

Exhibit Number	Exhibit Description
10.1*	Employment Agreement, dated August 8, 2024, by and between Socket Mobile, Inc. and David A. Holmes.
10.2*	First Amendment to Employment Agreement, dated June 12, 2026, by and between Socket Mobile, Inc. and David A. Holmes.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	XBRL Document

 

*       Filed herewith.

**       Furnished herewith.

 

 

 

 

 

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 thereunto duly authorized.

 

 

SOCKET MOBILE, INC.

Registrant

 

 

 

Date: August 13, 2026	/s/ David Holmes
	David Holmes
	President and Chief Executive Officer
	(Duly Authorized Officer and Principal Executive Officer)

 

 

Date: August 13, 2026	/s/ Lynn Zhao
	Lynn Zhao
	Vice President of Finance and Administration and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)