UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
August 3, 2011
Date of Report
(Date of earliest event reported)
SOCKET MOBILE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13810 | 94-3155066 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS
Employer Identification No.) |
39700 Eureka Drive
Newark, CA 94560
(Address of principal executive offices, including zip code)
(510) 933-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
As described in the Current Report on Form 8-K of Socket Mobile, Inc. (the “Company”), filed on November 19, 2010, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement”) with an accredited investor (the "Investor") for the private placement (the "Transaction") of a Senior Secured Convertible Note (the “Note”) having a principal amount of $1,000,000 and a Warrant (the “Warrant”) to purchase 500,000 shares of the Company’s common stock. The Note matures on May 19, 2012 if not sooner converted into common stock. The Warrant is exercisable through May 20, 2016 at a price of $2.44 per share. In connection with the Transaction, the Company entered into (i) a registration rights agreement with the Investor (the "Registration Rights Agreement") and (ii) a security agreement in favor of the collateral agent for the Investor (the "Security Agreement"). Copies of these documents including the forms of the Note and the Warrant were filed as exhibits to the Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with these transactions.
On August 4, 2011, the Company reported in a press release attached to this Current Report as Exhibit 99.1 that it had called the Note with a Redemption Date, if not sooner converted, of September 6, 2011. The call notice date was August 3, 2011. The Note balance at the call notice date was $700,394. The Note holder may convert the Note into common stock at the conversion price of $1.50 per share. Any portion of the Note not converted by the Redemption Date will be redeemed by the Company at 125 percent of the Note balance. The Note holder may reduce the call amount to 4.99% of the Company’s outstanding common shares. If such election is made, the Note balance subject to conversion or redemption would be reduced to $322,895. The Company may initiate additional calls at 30 day intervals.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Socket Mobile, Inc. Press Release, dated August 4, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOCKET MOBILE, INC. | |||
| By: | /s/ David W. Dunlap | ||
Name: David W. Dunlap Vice President, Finance and Administration and Chief Financial Officer | |||
Date: August 4, 2011
Exhibit 99.1
Socket Mobile Calls its Senior Convertible Notes
NEWARK, CA, – August 4, 2011 – Socket Mobile, Inc. (NASDAQ: SCKT) today reported that it has called its Senior Convertible Notes. The Notes were issued on November 19, 2010 in the amount of $1,000,000. The balance outstanding is $700,394. The Note holder may convert the Note into common stock at the conversion price of $1.50 per common share. Any portion of the Note not converted by September 6, 2011 will be redeemed by the Company at 125 percent of the Note balance.
The Note holder may reduce the call amount to 4.99% of the Company’s outstanding common shares. If such election is made, the Note balance subject to conversion or redemption would be reduced to $322,894. The Company may initiate additional calls at 30 day intervals.
The Notes are secured in first position by all of the Company’s assets. These security arrangements expire upon full conversion of the Notes. The Company is calling the Notes to free up the first security position, a necessary step for the Company to establish a Bank revolving credit facility.
About Socket Mobile, Inc.
With more than 18 years of experience in the Automatic Identification and Data Capture market, Socket makes mobile computing and productivity work. The company offers a family of handheld computers and an extensive portfolio of AIDC peripherals designed specifically for business mobility deployments and to enable productivity increases and drive operational efficiencies in healthcare, hospitality and other vertical markets. The company also offers OEM solutions for the mobile device market. Socket is headquartered in Newark, Calif. and can be reached at 510-933-3000 or www.socketmobile.com.
| Socket Media Contact: | |
| Krista Rogers | |
| Marketing Communications Specialist | |
| 510-933-3055 | |
| krista@socketmobile.com | |
| Socket Investor Contact: | Investor Relations Contact: |
| Dave Dunlap | Todd Kehrli / Jim Byers |
| Chief Financial Officer | MKR Group, Inc. |
| 510-933-3035 | 323-468-2300 |
| dave@socketmobile.com | sckt@mkr-group.com |
Socket is a registered trademark of Socket Mobile, Inc. All other trademarks and trade names contained herein may be those of their respective owners. © 2011 Socket Mobile, Inc. All rights reserved.
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