Current Report Filing (8-k)
October 06 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
October
1, 2020
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.)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
stock, $0.001 Par Value per Share
|
SCKT
|
NASDAQ
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into Material Definitive Agreements
Employment
Agreement Extension
On
October 1, 2020, the Company extended Employment Agreement (“Agreement”) with Kevin J. Mills, President and Chief
Executive Officer (“Executive”). The Agreement replaced employment agreement previously reported in a Form 8-K dated
May 4, 2017 that was scheduled to expire on October 1, 2020. The new employment agreement is extended to expire on September 30,
2025.
Under
the terms of the Agreements, the Executive’s employment is at will and termination of employment of the Executive may occur
at any time. The Agreement defines termination arrangements that apply if the Executive is terminated for Cause as defined in
the Agreement, is terminated due to death or disability, voluntarily terminates employment, or is otherwise terminated involuntarily.
Should the Executive’s employment be terminated other than for Cause, death, disability or voluntary termination, he is
entitled under the Agreement to (i) receive an involuntary termination payment consisting of his regular base salary for a period
of two (2) months plus one month for each completed two years of service up to a maximum of five (5) months following termination,
(ii) receive one additional month of compensation upon signing a mutual termination agreement; (iii) receive reimbursement for
payment of his COBRA health premiums for the lesser of the amount of time of the involuntary termination payment or until he is
eligible for the health insurance benefits provided by another employer; (iv) receive the variable compensation amounts to which
he would otherwise be entitled as prescribed in the Company’s variable incentive compensation plan, and (v) purchase from
the Company at book value certain items that were purchased by the Company for his use. Stock options granted to the Executive
shall cease vesting immediately upon the date of termination of employment, and vested stock options will be exercisable after
termination for the lesser of one year or the expiration date of the grant. In the event of voluntary termination with at least
a 60-day notice by an Executive with more than ten years of consecutive service to the Company, the Executive’s vested stock
options will be exercisable after termination for the remaining life of the grants. The Agreements also provide for compensation
in the event of a Change of Control as defined in the Agreement consisting of an involuntary termination payment as described
above and a payment equal to 1% of the consideration payable in connection with a Change of Control provided that the price offered
for the Company’s common stock is equal to or greater than $5.00 per share. The new Agreement expires on September 30, 2025
unless the Company fails to provide the Executive with notice of intent to renew or not renew the Agreement of at least six months
prior to expiration, in which case the expiration date of the Agreement shall be six months following the date of notice.
General
The
foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and are incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
|
|
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10.1
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Form
of Executive Employment Agreement
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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.
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SOCKET
MOBILE, INC.
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By:
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/s/
Lynn Zhao
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Name:
Lynn Zhao
Vice
President, Finance and Administration
and
Chief Financial Officer
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Date:
October 5, 2020
EXHIBIT
INDEX
Exhibit
No.
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|
Description
|
|
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10.1
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Form
of Executive Employment Agreement
|
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