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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
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
|
| CUSIP No. | 83368E200 |
| 1 |
Name of reporting person
MILLS KEVIN J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
951,660.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| 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) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| (b) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| (c) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| (d) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| (e) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| (f) | There have been no material changes to the information previously reported in Item 2 of the Schedule 13D, as amended. |
| 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. The shares of Common Stock and securities convertible or exercisable into shares of Common Stock beneficially owned by the Reporting Person were received as employment compensation or acquired from the Company in private placement transactions. See Item 5 for information relating to the Reporting Person's transactions in the Common Stock during the period covered by this Amendment. 2025 Convertible Note Financing On May 30, 2025, the Mills Trust purchased a convertible subordinated secured promissory note from the Issuer in the principal amount of $250,000. 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 into a maximum of 233,644 shares of Common Stock at any time on or prior to the maturity date. The Mills Trust used its own funds to purchase the 2025 Note. Mr. Mills is the beneficial owner of the 2025 Note and has the sole power to dispose or direct the disposition of the 2025 Note. | |
| Item 4. | Purpose of Transaction |
The acquisition of the 2025 Note by the Mills Trust was for investment purposes only. As of the date of this statement, Mr. Mills 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. Mills 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. Mills is not a party or other matters that Mr. Mills 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. Mills is the beneficial owner of 951,660 shares of Common Stock consisting of (i) 182,444 shares of Common Stock held by the Mills Trust, (ii) up to 119,863 shares of Common Stock issuable to the Mills Trust upon conversion of the convertible subordinated secured promissory note purchased by the Mills Trust on August 31, 2020 (the 2020 Note), (iii) up to 373,133 shares of Common Stock issuable to the Mills Trust upon conversion of the convertible subordinated secured promissory note purchased by the Mills Trust on May 26, 2023 (the 2023 Note), (iv) up to 233,644 shares of Common Stock issuable to the Mills Trust upon conversion of the 2025 Note, and (v) up to 42,575 shares of Common Stock issuable pursuant to stock options held by Mr. Mills that are exercisable within 60 days of the date of this filing. Such shares of Common Stock, collectively, represent 10.95 % of the 8,690,977 shares of Common Stock deemed to be outstanding for the purpose of computing the percentage of outstanding shares of Common Stock owned by Mr. Mills 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 and (ii) 769,216 shares of Common Stock issuable upon conversion of the 2020 Note, 2023 Note and 2025 Note and exercise of the stock options described above. |
| (b) | Mr. Mills has sole power to vote and dispose of all shares of Common Stock beneficially owned by Mr. Mills. |
| (c) | Date Type of Transaction Number of Shares Price per Share Transaction Type Notes 8/14/2023 Gift 45,000 Gift to family member 12/1/2023 Sale 2,000 $1.3645 Sale under 10b5-1 plan adopted 05/22/23 12/1/2023 Sale 2,000 $1.3674 Sale under 10b5-1 plan adopted 05/22/23 12/1/2023 Sale 2,000 $1.3044 Sale under 10b5-1 plan adopted 05/22/23 12/1/2023 Sale 2,000 $1.1992 Sale under 10b5-1 plan adopted 05/22/23 12/1/2023 Sale 459 $1.1496 Sale under 10b5-1 plan adopted 05/22/23 3/15/2024 Restricted Stock Grant 30,000 Grant under 2004 Equity Incentive Plan 6/28/2024 Gift 100,000 Gift to family member 2/1/2025 Restricted Stock Cancelled (30,000) Forfeited due to unmet performance goals 2/1/2025 Restricted Stock Grant 67,237 Grant under 2004 Equity Incentive Plan |
| (d) | not applicable |
| (e) | not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Mills 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 Mills Trust. Pursuant to the revocable trust agreement, Mr. Mills may also revoke the trust at his sole discretion. Mr. Mills currently holds stock options to purchase an aggregate of 157,200 shares of Common Stock, of which options to purchase 42,575 shares are exercisable within 60 days of the date of this filing. | |
| Item 7. | Material to be Filed as Exhibits. |
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.
|
|
|