SOCKET MOBILE, INC. (NASDAQ:SCKT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2020, Socket Mobile, Inc. (the “Company”) completed a secured subordinated convertible note financing of $1,530,000 (the “Financing”). The proceeds of the Financing will be used to increase the Company’s working capital balances.
The secured subordinated convertible notes (the “Notes”) have a three-year term and will mature on August 30, 2023. The interest rate on the Notes is 10% per year, payable quarterly in cash. The holder of each Note may require the Company to repay the principal amount of the Note plus accrued interest at any time after August 31, 2021. The Notes are secured by the assets of the Company and are subordinated to the Company’s debts with Western Alliance Bank, its senior lender. The principal amount of each Note is convertible at any time, at the option of the holder, into shares of the Company’s common stock (“Common Stock”) at a conversion price of $1.46 per share. Failure to pay the principal payment or any interest payment (with 5 days delinquency) when due are events of default under the Notes. The Company will use reasonable efforts to prepare and file and cause to be declared effective to the Securities Act of 1933, as amended, no later than November 30, 2020 a Registration Statement to provide for resales of the shares of Common Stock issuable upon conversion of the Notes.
Charlie Bass, Chairman of the Company’s Board of Directors (the “Board”); Kevin Mills, the Company’s CEO and a Board director, Lynn Zhao, the Company’s CFO and a Board director; Lee Baillif, the Company’s Vice President of Customer Experience & Quality Systems; Erik Fidel, a Board observer; and Flora Chu, an employee of the Company, participated in the Financing. Because the Financing involved such parties related to the Company, a special committee of the Board comprising the Board’s disinterested directors approved the Financing.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of the Secured Subordinated Convertible Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The press release announcing the Financing is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the issuance of the Notes and the resulting incurrence of debt is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the Notes is incorporated by reference into this Item 3.02.
The Common Stock issuable upon conversion of the Notes is not currently registered under the Securities Act. The Notes, and the Common Stock issuable upon conversion thereof, are being issued to accredited investors in reliance upon exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. These securities may not be offered or sold in the United States absent registration under, or an exemption from, the Securities Act and any applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.