Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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SOCKET MOBILE, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
83368E200 (CUSIP Number) |
Lynn Zhao 40675 Encyclopedia Cir., Fremont, CA, 94538 5109333016 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 83368E200 |
| 1 |
Name of reporting person
BASS CHARLIE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,080,629.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of (i) 1,591,651 shares of Common Stock held by The Bass Trust U/D/T April 29, 1988 (the 'Bass Trust'), (ii) up to 2,450,248 shares of Common Stock issuable to the Bass Trust upon conversion of convertible subordinated secured promissory notes, and (iii) up to 38,730 shares of Common Stock issuable pursuant to stock options held by Mr. Bass that are exercisable within 60 days of the date of this filing. (2) Percentage ownership is based on 10,410,739 shares of common stock of Socket Mobile, Inc. deemed to be outstanding, which consists of (i) 7,921,761 shares of Common Stock outstanding as of June 2, 2025, and (ii) 2,488,978 shares of Common Stock issuable upon conversion of the convertible subordinated secured promissory notes and exercise of the stock options described in footnote 1 above.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
SOCKET MOBILE, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
40675 ENCYCLOPEDIA CIRCLE, 40675 ENCYCLOPEDIA CIRCLE, FREMONT,
CALIFORNIA
, 94538-2475. |
| Item 2. | Identity and Background |
| (a) | No change |
| (b) | The business address of Mr. Bass is c/o Socket Mobile, Inc., 40675 Encyclopedia Cir., Fremont, CA 94538. |
| (c) | Mr. Bass is Chairman of the Board of Directors of the Issuer, whose business address is 40675 Encyclopedia Cir., Fremont, CA 94538. |
| (d) | No |
| (e) | No |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The ownership of shares of Common Stock previously reported in the Original Schedule 13D is hereby amended to include the following transactions: All of the Common Stock acquired by the Reporting Persons during the period covered by this Amendment, as listed in Item 5 below, was acquired in open market purchases for a total of approximately $217,810.50 using personal funds of Mr. Bass or as grants of restricted stock from the Company in connection with Mr. Bass' election to and service on the Board of Directors of the Company. 2025 Convertible Note Financing On May 30, 2025, the Bass Trust purchased a convertible subordinated secured promissory note from the Issuer in the principal amount of $500,000 (the '2025 Note'). The 2025 Note carries a 10% annual interest rate and has a maturity date of May 30, 2028. The principal amount of the 2025 Note is convertible at the option of the holder to a maximum of 467,289 shares of Common Stock at any time on or prior to the maturity date. The Bass Trust used its own funds to purchase the 2025 Note. Mr. Bass is the beneficial owner of the 2025 Note and has the sole power to dispose of or direct the disposition of the 2025 Note. | |
| Item 4. | Purpose of Transaction |
The acquisition of common stock and the 2025 Note by the Bass Trust was for investment purposes only. At the time of the filing of this Amendment, Mr. Bass has no present plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. Mr. Bass is a director of the Issuer, and this Amendment, the disclosures herein, and any future amendments hereto are not intended to, and do not, make disclosures with respect to transactions in which the Issuer may engage to which Mr. Bass is not a party or other matters that Mr. Bass may learn of or be involved with in his capacity as a director of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Bass is the beneficial owner of 4,080,629 shares of Common Stock consisting of (i) 1,591,651 shares of Common Stock held by the Bass Trust, (ii) up to 684,931 shares of Common Stock issuable to the Bass Trust upon conversion of the convertible subordinated secured promissory note purchased by the Bass Trust on August 31, 2020 (the '2020 Note')., (iii) up to 746,268 shares of Common Stock issuable to the Bass Trust upon conversion of the convertible subordinated secured promissory note purchased by the Bass Trust on May 26, 2023 (the '2023 Note'), (iv) up to 551,759 shares of Common Stock issuable to the Bass Trust upon conversion of the convertible subordinated secured promissory note purchased by the Bass Trust on August 21, 2024 (the '2024 Note'), (v) up to 467,289 shares of Common Stock issuable to the Bass Trust upon conversion of the 2025 Note, and (vi) up to 38,730 shares of Common Stock issuable pursuant to stock options held by Mr. Bass that are exercisable within 60 days of the date of this Amendment. Such shares of Common Stock, collectively, represent 39.2 % of the 10,410,739 shares of Common Stock deemed to be outstanding for the purpose of computing the percentage of outstanding shares of Common Stock owned by Mr. Bass pursuant to SEC Rule 13d-3(d)(1)(i), and which consists of (i) 7,921,761 shares of Common Stock outstanding as of June 2, 2025, (ii) 2,488,978 shares of Common Stock issuable upon conversion of the 2020 Note, 2023 Note, 2024 Note and 2025 Note and exercise of the stock options described above. |
| (b) | Mr. Bass has sole power to vote and dispose of all shares of Common Stock beneficially owned by Mr. Bass. |
| (c) | From the Schedule 13D/A filed on August 23, 2024, through the date of this filing, the following transactions have taken place: Date Direct Beneficial Owner Type of Activity Type of Security Shares Purchase Price of Security 8/23/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.0150 8/26/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.1012 8/27/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.1732 8/28/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.1848 8/29/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.2027 8/30/2024 Bass Trust Open Market Purchase Common Stock 10,000 1.1994 10/29/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.0768 10/30/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.0894 10/31/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1054 11/1/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1213 11/4/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1655 11/5/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1692 11/6/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1728 11/7/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1756 11/8/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1706 11/11/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1828 11/12/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.1812 11/13/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.3366 11/14/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.3507 11/15/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.3093 11/18/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.3605 11/19/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.3992 11/20/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.4297 11/21/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.4861 11/22/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.4589 11/25/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.4969 11/26/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.5288 11/27/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.4767 11/29/2024 Bass Trust Open Market Purchase Common Stock 5,000 1.5655 |
| (d) | Not applied |
| (e) | Not applied |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Bass has entered into a revocable trust agreement for estate planning purposes that governs his beneficial ownership and voting and dispositive power over the holdings of the Bass Trust. Pursuant to the revocable trust agreement, Mr. Bass may also revoke the trust at his sole discretion. Mr. Bass currently holds stock options to purchase an aggregate of 143,000 shares of Common Stock, of which options to purchase 38,730 shares are exercisable within 60 days of the date of this filing. | |
| Item 7. | Material to be Filed as Exhibits. |
Form of Secured Subordinated Convertible Note, issued May 30, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer Current Report on Form 8-K filed on June 2, 2025) https://www.sec.gov/Archives/edgar/data/944075/000094407525000029/ex10_1.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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