Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD Disclosure
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 27, 2026, Socket Mobile, Inc. (the "Company") delivered written notice to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to Nasdaq Listing Rule 5840(j) and Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the Company’s intention to…
Filed Oct 27, 2026Accepted Oct 27, 2026, 4:59 PM EDTCIK 944075Accession 0000944075-26-000074
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Item 3.01Item 3.01 - Notice of Delisting
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 27, 2026,
Socket Mobile, Inc. (the "Company") delivered written notice to The Nasdaq Stock Market LLC ("Nasdaq") pursuant to
Nasdaq Listing Rule 5840(j) and Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
of the Company’s intention to voluntarily withdraw its common stock, par value $0.001 per share (the "Common Stock"),
from listing on The Nasdaq Capital Market and from registration under Section 12(b) of the Exchange Act and to transition the quotation
of its Common Stock to the OTCID Market operated by OTC Markets Group Inc. ("OTC Markets").
As previously disclosed,
the Company received a notification from Nasdaq on August 24, 2026, indicating that the Company no longer satisfied the minimum stockholders’
equity requirement of $2,500,000 under Nasdaq Listing Rule 5550(b)(1). Following an evaluation of the Company’s strategic alternatives,
market capitalization, and the substantial ongoing legal, accounting, compliance, and listing costs associated with maintaining a Nasdaq
listing, the Company’s Board of Directors authorized and approved the voluntary withdrawal of the Common Stock from Nasdaq and
the transition to the OTCID Market. The Board determined that transitioning quotation to the OTCID Market will enable the Company to
significantly reduce administrative and regulatory overhead, conserve cash, and redirect resources toward core product development, customer
execution, and long-term business objectives.
The Company has received
written confirmation from OTC Markets that it has satisfied the onboarding qualifications for quotation on the OTCID Market. The Company
expects that its Common Stock will be quoted on the OTCID Market under its current ticker symbol, "SCKT," following the effectiveness
of the delisting from Nasdaq, subject to the completion of applicable requirements and arrangements.
In accordance with Nasdaq
Listing Rule 5840(j) and Exchange Act Rule 12d2-2(c), the Company anticipates the following procedural schedule:
Public
Notice: On October 27, 2026, contemporaneously with the delivery of written notice to
Nasdaq, the Company issued a press release and published notice on its publicly accessible
website disclosing its determination to voluntarily delist from Nasdaq and transition quotation
to the OTCID Market. Notice was also submitted to Nasdaq MarketWatch.
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Form
25 Filing: On or about November 9, 2026 (at least ten calendar days following written
notice to Nasdaq), the Company intends to file a Form 25 (Notification of Removal from Listing
and/or Registration under Section 12(b) of the Exchange Act) with the Securities and Exchange
Commission (the "SEC") and deliver a copy to Nasdaq.
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Effective
Date: Delisting from The Nasdaq Capital Market is expected to become effective ten calendar
days after the filing of Form 25, on or about November 19, 2026. Regular trading on Nasdaq
is expected to cease at the close of regular market hours on November 18, 2026.
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Commencement
of OTC Quotation: Quotation of the Common Stock on the OTCID Market under the symbol
"SCKT" is expected to commence at market open on or about November 19, 2026.
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The transition to the
OTCID Market will not affect the Company’s day-to-day business operations, customer commitments, or product delivery schedules.
The Company intends to continue filing periodic reports (including Forms 10-K, 10-Q, and Current Reports on Form 8-K) with the SEC in
accordance with applicable rules under the Exchange Act.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 27, 2026,
the Company issued a press release announcing its intention to voluntarily delist from The Nasdaq Capital Market and transition the quotation
of its Common Stock to the OTCID Market and posted notice of that intent on the Company’s website at https://www.socketmobile.com/knowledge-center/news-updates.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.