Current Report Filing (8-k)
October 28 2019 - 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
23, 2019
Date
of Report
(Date
of earliest event reported)
SOCKET
MOBILE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-13810
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94-3155066
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(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
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Trading
Symbol(s)
|
Name
of each exchange on which registered
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Common
stock, $0.001 Par Value per Share
|
SCKT
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NASDAQ
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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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Independent Director
On
October 23, 2019, the Board of Directors (the “Board”) of Socket Mobile, Inc. (the “Company”) appointed
Ivan Lazarev to serve as a director until the Company’s 2020 Annual Meeting of Stockholders or until his successor is duly
elected and qualified. In addition, Mr. Lazarev was appointed as a member of the Compensation Committee and the Nominating Committee
of the Board. There are no arrangements or understandings between Mr. Lazarev and any other persons pursuant to which he was elected
to serve on the Board.
Mr.
Lazarev, age 61, has served in the event registration services and lead management software industry for the past 33 years. Mr.
Lazarev co-founded ITN International in 1999 and served as its chief executive officer from 1999 through 2018 when ITN International
was acquired by Aventri. ITN International introduced the first web and contactless NFC smart card registration and information
management system - the BCARD System. Prior to ITN International, Mr. Lazarev served as Vice President of eExpo for 5 years, where
he was instrumental in the company's decision to invest in internet technology, earning eExpo the reputation as a technological
leader in the U.S. event industry. Previously, Mr. Lazarev was a manager of International Business Development for VCS, a Europe
trade show information management company, where he managed subsidiaries in a handful of European countries and assisted in acquiring
several U.S.-based companies.
Mr.
Lazarev was a board member of DDN Inc., a leading data storage company, from 2011 to 2015. He is a regular speaker at industry
events and has chaired several committees in the new technologies and exhibition services industry. Mr. Lazarev holds a master’s
degree in Mechanical Engineering from Arts & Métiers in Paris, France and an MBA in International Business from the
University of South Carolina.
As
a result of Mr. Lazarev’s appointment, the Company has regained compliance with Nasdaq Listing Rule 5605(b)(1), which requires
that the Company’s Board consist of a majority of independent directors.
Mr.
Lazarev is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
Mr.
Lazarev will enter into the Company’s standard form of indemnification agreement, a copy of which was previously filed on
[January 27, 2009 as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-25904)]. In addition,
Mr. Lazarev will be compensated for service on the Board in accordance with the Company’s standard compensation policy for non-employee directors.
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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Date: October
25, 2019
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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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