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
February
26, 2021
Date
of Report
(Date
of earliest event reported)
SOCKET
MOBILE, INC.
(Exact
name of registrant as specified in its charter)
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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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.001 Par Value per Share
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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 1.01. Entry
into a Material Definitive Agreement.
2021 Technology Transfer Agreement
On February 26, 2021, Socket
Mobile, Inc. a Delaware corporation (the “Company”), entered into the 2021 Technology Transfer Agreement (the “Agreement”)
with SpringCard SAS, a société par actions simplifiée organized under the laws of France (“SAS”),
pursuant to which the Company acquired a perpetual, royalty-free license to SAS’ core contactless technology for use in the
Company’s products.
Under the terms of
the Agreement, SAS received: (i) $2,000,000 in shares of the Company’s common stock (“Common Stock”)
valued at $10.85 per share or 184,332 shares, subject to a collar whereby, if SAS sells any such shares, up to an aggregate
of 92,166 shares, within 14 days following the stock transfer date (as defined in the Agreement) at a gross sale price less
than $10.00 per share, the Company will pay SAS in cash the lesser of $350,000 or a collar payment equal to the difference
between such gross sale price and $10.00 per share; and (ii) a 10-year warrant to purchase up to an aggregate of 50,000
shares of Common Stock at the price of $10.85 per share (the “Warrant”). The Warrant is divided into four equal lots of 12,500 shares
each, with each lot exercisable on or after each of the following dates until the expiration date of warrant: January 1,
2022, January 1, 2023, January 1, 2024, and January 1, 2025.
The Agreement contains
indemnification of the Company by SAS.
The Company will promptly
prepare, file and cause to be declared effective pursuant to the Securities Act of 1933, as amended, a registration statement registering
the resale of the shares issued to SAS and of any shares issuable from time to time upon exercise of the warrant.
The foregoing description
of the terms of the Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is filed hereto as Exhibit 9.1 and incorporated by
reference into this Item 1.01.
Item 2.01. Completion of Acquisition or
Disposition of Assets.
To the extent required
by Item 2.01, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item
2.01.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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9.1
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2021
Technology Transfer Agreement
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99.1
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Press Release dated March 1, 2021, entitled “Socket Mobile and SpringCard
SAS announce licensing agreement to enable improved Contactless Customer Experiences”
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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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Lynn
Zhao
Vice
President, Finance and Administration and Chief Financial Officer
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Date:
March 4, 2021
Exhibit
9.1
2021 Technology Transfer Agreement
This 2021 Technology Transfer Agreement
("Agreement") is entered into as of February 26, 2021 (the "Effective Date") by and between Socket Mobile,
Inc., a Delaware corporation with a principal place of business at 39700 Eureka Drive, Newark, California 94560 ("Socket"),
and SpringCard SAS, a société par actions simplifiée organized under the laws of France with its principal
place of business at 2 Voie la Cardon, 91120 Palaiseau, France ("SAS"). Socket and SAS may be referred to collectively
as the "Parties" or each a "Party."
In consideration of the mutual covenants
and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Definitions.
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A.
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"Affiliate" of a Party shall mean any entity which is controlled by, is in control of, or under common control
of that Party or its successor. For purposes of this definition, "control" means the direct or indirect beneficial ownership
of over fifty percent (50%) of the voting interests (representing the right to vote for the elections or of directors or other
managing authority) in an entity.
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B.
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"Contactless Technology Package" or "CTP" shall mean all technology and intellectual property,
including any and all SAS know-how, technology, and intellectual property, and SAS technology necessary for the development and
manufacturing of Products ("Know How"). This includes but is not limited to:
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•
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RFID antenna designs and schematic design information sufficient for Socket to incorporate into
a printed circuit board for use in Products;
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•
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Firmware for both source and object code, including but not limited to SDK APIs and libraries
that can read, decode, and write RFID information with RFID;
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•
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Security protocol algorithms, associated Know How, and computer interface technology, such as
drivers;
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•
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Firmware and general software level for Socket to be able to procure EMVCO Level 1 Type Approval;
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Software using drivers such as the Windows driver for the Product and a Software Developers Kit
("SDK") to provide programming interface commands needed to communicate with a programmable processor; and
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Source and object codes of any software that SAS has or will provide to Socket.
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C.
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"Firmware" shall mean all embedded software elements required to manufacture, sell, support, upgrade, and
modify the Products. Firmware represents the functions and libraries enabling the Products.
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D.
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"Product" or "Products" shall mean Socket RFID readers, writers, or other mobile RFID-enabled
products that are, will, or can be developed with RFID, together with the related Know How, provided by SAS. Products may use Bluetooth
technology. The Derivative of a Product may also be referred to as a "Product."
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Socket's existing Products include, but are not limited to, Products with the Socket Product
names such as D600, S550 and their Derivative Products. The D600 is a member of the Socket's series of DuraScan data collection
products. D600 represents the DuraScan® Model D600 Contactless Reader/Writer and reads and writes SmartCards and tags.
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•
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Examples of Socket Products are readers that can enable RFID coded information and RFID tags
to be transferred from an RFID enabled device such as a mobile phone or from an RFID tag to an electronic application. These readers
can work through (i) a base unit that will read the RFID information when it is brought into close proximity and transfers the
information to an application via Bluetooth; or (ii) a handheld device designed to bring the reader to the RFID coded information
that will read the RFID information when it is brought into close proximity and transfers the information to an application via
Bluetooth.
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E.
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A "Derivative" of a Product is derived from, comes from, or, has substantially the same underlying architecture
as an existing Product. Although the Derivative of an existing Product leverages the development of an existing Product, it may
require a new BOM ("Build of Materials") and it may appear to customers of Socket as a new Product. It also may carry
a new model number and address a new or different use case or a new market.
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Examples of a Derivative of an existing Product
include but are not limited to:
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Products with features or capabilities removed from an existing Product to address price points
and results in cost reductions of the existing Product; and
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customized versions of existing Products that is tailored explicitly for a customer, market segment,
or industry group.
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F.
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For the purposes of this Agreement, "RFID" shall mean or refer to RFID systems or technologies. RFID can operate
within a number of frequency bands including but are not limited to the HF ("High Frequency)" band at or near 13.56 MHz.
RFID includes Near Field Communications ("NFC") and a variety of "SmartCard" contactless solutions with their
underlying communications protocols.
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2.
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Technology Purchase. As of the Effective Date, SAS hereby grants to Socket and its Affiliates an irrevocable, perpetual,
non-exclusive, transferable, worldwide, unlimited, unrestricted, royalty-free, fully paid-up right and license (i) to make, have
made, use, design, develop, reproduce, create market, manufacture, distribute, sell, have sold, offer for sale, modify, transform,
lease, advertise, promote, test, service, or create derivative works of Products using CTP technology, or to create improvements
to Products embodying or comprised of (in whole or in part) CTP; (ii) to use CTP technology in any and all applications; and (iii)
to have the right to sublicense to third parties, including the right for other third parties to further sublicense.
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3.
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Improvements. Any improvement to CTP or Products after the Effective Date of this Agreement shall be the property of
Socket.
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4.
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Covenant Not to Sue. SAS may not threaten or bring any legal action or claim against Socket or any Affiliate relating
to the licensed technology, whether or not such claim was known as of the Effective Date of this Agreement, except as related to
the enforcement of the terms of this Agreement.
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5.
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Indemnification by SAS. SAS will defend, indemnify, and hold Socket and its Affiliates harmless from any damages, claims,
liabilities, expenses, and costs, including reasonable attorney's fees and losses of any kind ("Losses") that Socket
or its Affiliates may sustain or incur arising out of and in connection with any claim by a third party against Socket or its Affiliates
for infringement or alleged infringement of patents or other intellectual property rights relating to CTP. Notwithstanding the
foregoing, this obligation shall not apply if the Losses resulting from the alleged infringement arise, in whole or in part, substantially
from any modification of CTP made by Socket or any third party without the SAS' approval or participation.
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In the event that Socket, or its Affiliates knows
of a claim or potential claim for infringement or alleged infringement of patents or other intellectual property rights relating
to CTP, Socket will provide prompt written notice to SAS of any such claim. SAS will work in good faith to resolve any claim covered
by this provision quickly and in a manner that is fair to Socket. As a condition of SAS's obligation under this provision, Socket
or its Affiliates will promptly deliver to SAS any papers served upon it in any proceeding covered by this indemnity, provide SAS
with assistance and information for the defense in any proceeding, and defend the claims or proceedings at SAS' expense. Socket
shall have the right to participate in the defense at its own expense.
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6.
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Payment and Delivery of Socket Shares.
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A.
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Price. In consideration both Parties agree that SAS shall be paid the equivalent of two million dollars ($2,000,000)
("Purchase Price") in shares of Socket stock ("Socket Shares").
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B.
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Payment in Share The price of Socket Shares to be delivered to SAS shall be the opening price of Socket Shares on the
NASDAQ on the Effective Date (the "Share Price"). The number of Socket Shares that Socket shall transfer shall
be two million dollars ($2,000,000) divided by the Shares Price (i.e., $2,000,000/Share Price) rounded up to the nearest
whole share.
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C.
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Payment Method. Socket Shares to be delivered to SAS are not registered under SEC rules and regulations as of the Effective
Date. Socket will promptly initiate the registration of Socket Shares, and based on Socket's past experience, anticipates that
the registration should be completed on or about March 17, 2021. Socket shall initiate the transfer or issuance of registered Socket
Shares to the brokerage or bank account specified by SAS within three (3) business days after Socket has notice of the completion
of the Socket Shares' registration. The "Transfer Date" shall be the date that Socket initiates the transfer of
registered Socket Shares to SAS pursuant to the following terms and details:
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·
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Socket Shares Shall Be Issued To:
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IBAN: FR76 1820 6001 5465 0118 8656 077
BIC or SWIFT: AGRIFRPP88
Name and Address:
Crédit Agricole d'Ile-de-France
Agence de MASSY
44 bis rue de la Division Leclerc
91300 MASSY
France
Beneficiary Name and Address:
SpringCard SAS
Parc Gutenberg
2 voie la Cardon
91120 Palaiseau
France
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·
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Share Price: ten dollars and eighty-five cents ($10.85)
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·
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Number of Socket Shares: one hundred eighty-four
thousand three hundred thirty-two (184,332)
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D.
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Collar. The "Collar Period" shall be the fourteen (14) days following the Transfer Date.
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The "Initial Collar Shares" shall
be the shares sold by SAS within the Collar Period totaling no more than ninety-two thousand one hundred sixty-six (92,166) shares.
If SAS sells a portion of the Initial Collar Shares
in a lot ("Lot Collar Shares") at a price per share (the "Lot Resale Price") lower than ten dollars
($10) per share (the "Minimum Price"), Socket shall make a Lot Collar Payment. There shall be no Lot Collar Payment
for any sale of any Socket Shares beyond the Initial Collar Shares, or for any Lot Collar Shares for which the Lot Resale Price
is greater than the Minimum Price.
The "Lot Collar Payment" shall
be the difference between the Minimum Price and the Lot Resale Price multiplied by the Lot Collar Shares (i.e., [Minimum
Price – Lot Resale Price] x Lot Collar Shares). The "Total Collar Payment" shall be the sum of all Lot Collar
Payments for all Lot Collar Shares sold by SAS.
Notwithstanding the foregoing,
Socket will pay SAS a sum of the lesser of three hundred and fifty thousand dollars ($350,000) or the Total Collar Payment in cash
as Lot Collar Payments. Each Lot Collar Payment shall be wired to SAS within five (5) business days of SAS notifying and providing
proof to Socket of such sale.
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7.
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Warrant. As of the Effective Date, Socket will issue a warrant (the "Warrant") by which SAS has the
right to purchase an aggregate of fifty thousand (50,000) shares of Socket Common Stock at the Share Price, divided into four (4)
equal portions of twelve thousand five hundred (12,500) shares each on or after each of the following dates until the Expiration
Date of Warrant: January 1, 2022, January 1, 2023, January 1, 2024, and January 1, 2025 (each, a "Share Release Date").
The Expiration Date of Warrant shall be ten (10) years after the Effective Date of this Agreement.
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The Warrant entitles SAS to exercise its right
to purchase such shares of Socket Common Stock at the Share Price pursuant to the terms, provisions, and conditions set forth in
this Agreement.
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A.
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Method of Exercise. Subject to the terms of this Agreement, SAS may exercise its right to purchase any portion of shares
exercisable under the Warrant by the delivery of the following to Socket: (i) a duly executed written exercise notice prior to
the Expiration Date. The exercise notice shall specify the following: SAS's election to exercise all exercisable portions of the
Warrant on or after the date those shares become exercisable and the number of shares SAS elects to purchase; (ii) payment for
all shares that SAS elects to purchase by wiring the payment Socket's bank account; and (iii) all information necessary for the
transfer of the Socket Common Stock to SAS, including the name and address of the entity that the shares should be issued to and
the name of SAS's broker handling the transaction. Each exercise of the Warrant shall be deemed to be exercised upon receipt by
Socket if and when SAS completes requirements (i) through (iii), and Socket shall deliver the Common Stock within three (3) business
days after the exercise of the Warrant is deemed exercised to the brokerage account specified by SAS.
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B.
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Acquisition. In the event that the shareholders of Socket vote to accept the acquisition of Socket by a third party,
after said vote, Socket shall promptly notify SAS of the results of the oncoming acquisition ("Notice of Acquisition").
The date of the acquisition shall be the "Consummation Date." Upon receipt of the Notice of Acquisition, SAS shall
have the right to purchase all outstanding shares under the Warrant, and any shares tied to a future Share Release Date shall be
accelerated to be purchasable immediately. The Warrant will expire on the Consummation Date and SAS will not be able to exercise
any purchase rights after the Consummation Date.
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C.
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Transfer. SAS may not transfer the Warrant without the prior written approval of Socket.
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8.
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Compliance with Laws. No shares shall be issued pursuant to the exercise of SAS's rights under the Warrant unless such
issuances and such exercise comply with applicable laws. SAS agrees, by acceptance of Socket Shares and the Warrant pursuant to
this Agreement, that all shares of Socket Common Stock will be disposed of only in accordance with the Securities Act of 1933,
as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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9.
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Waiver of Maintenance Fees. SAS agrees to perform maintenance on CTP for Socket, free of charge, until December 31,
2024.
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10. General
Provisions.
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A.
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Complete Understanding. This Agreement set forth the entire understanding of the Parties relating to its subject matter,
supersede all prior and contemporaneous agreements, representations, understandings, negotiations, and discussions, whether written
or oral, and will not be modified or affected by any offer, proposal, statement, or representation, oral or written, made by or
for any Party in connection with the negotiation of this Agreement.
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B.
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Currency. All amounts specified herein shall be in United States Dollars.
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C.
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Modification. This Agreement may be modified only by a written amendment or amendments duly signed by persons authorized
to sign agreements on behalf of the Parties.
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D.
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Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable,
no Party is required to perform said provision to the extent that said provision is invalid, illegal, or unenforceable, however,
such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
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E.
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Notice. Any notice required or permitted under this Agreement will be given in writing by personal delivery, by internationally
recognized overnight delivery service (e.g., DHL), or email, in each case addressed to the Party to which the notice is
provided at the address or email address designated by the Party by notice from time to time. Any notice will be deemed received
on the earlier of the date of actual delivery or the date on which delivery is refused, regardless of whether the Party has vacated
the physical address or discontinued the email address. The actual receipt by the addressee of any written notice will constitute
delivery notwithstanding the failure to have complied with any provisions of this section.
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F.
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Governing Law. This Agreement will be governed by, and construed in accordance with, and all disputes between the Parties
will be governed exclusively by the domestic internal laws of the State of California, without regard for conflicts of law principles.
Exclusive venue for the resolution of any dispute between the parties relating to or arising from this Agreement will be in the
state and federal courts for San Mateo County, California and the Parties hereby submit themselves to the personal jurisdiction
of those courts and agree to the service of process.
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G.
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Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two
or more counterparts, each of which shall be deed an original, but all of which shall constitute one and the same document.
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[Signature Page to Follow]
The Parties have caused this Agreement
to be executed and delivered as of the Effective Date and represent that the persons whose signatures appear below are duly authorized
to execute this Agreement.
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SOCKET MOBILE, INC.
Kevin Mills, President and CEO
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SPRINGCARD SAS
Denis Pietersoone, President
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[Signature Page to 2021 Technology
Transfer Agreement]
Exhibit 99.1
Socket
Mobile and SpringCard SAS announce licensing agreement to enable improved Contactless Customer Experiences
Newark,
Calif., March 1, 2021 — Socket Mobile, Inc. (NASDAQ: SCKT), a leading provider of data capture and delivery solutions designed
to enhance workplace productivity, is excited to announce it has licensed SpringCard SAS core contactless technology. SpringCard
SAS is a market leader at the forefront of innovative electronic design and development.
Its contactless and wireless solutions support a wide range of customers, from large international corporations to locally-focused
companies.
Socket
Mobile and SpringCard SAS have worked together to bring contactless reading products to market. The DuraScan D600 Contactless
Reader/Writer and SocketScan S550 Contactless Reader/Writer include SpringCard’s core contactless technology, and the SocketScan
S550 is Apple Value Added Services (VAS) and Google Wallet certified. Under the new agreement, Socket Mobile will acquire a perpetual,
royalty-free license to the core technology for use in its products and be in a position to support new requirements in the future.
“We
believe the world will continue to embrace contactless technology as we emerge from the global pandemic, with mobile passes being
a key deployment enabler. Mobile passes use the same highly secure infrastructure as Apple Pay and Google Pay and can be used
to store critical exchangeable data in your phone, such as vaccination status, loyalty status and customer status. The SocketScan
S550 contactless reader securely requests the appropriate data from your phone via the mobile pass mechanism with a simple tap,
and your phone can ensure your identity is fully verified before your data is exchanged,” says Kevin Mills, President and
CEO of Socket Mobile Inc.
SpringCard
SAS has over 20 years of core contactless reading technology and is recognized as a leader in the contactless field. SpringCard
SAS technology is used in many applications associated with traditional contactless cards, such as those supporting smart cities,
health, mass distribution, retail, transport, logistics, access control, traceability, loyalty programs, storage and inventory,
micro-payment, authentication, and others. SpringCard SAS is also a leader in the emerging mobile pass market delivering fully
compatible Apple VAS and Google Wallet solutions. The combination of SpringCard SAS contactless technology and Socket Mobile’s
data capture solutions opens a multitude of new use cases and previously impossible interactions.
“We
are delighted to team with Socket Mobile to deliver exciting contactless products and solutions to the market. The combination
of our core technology with Socket Mobile’s strong, developer-centric business model and their success in delivering products
to the market ensures that together, we will provide the best of both worlds to our partners. We look forward to a long and mutually
beneficial partnership,” says Denis Pietersoone, CEO of SpringCard SAS.
“We
have been working with SpringCard for over ten years and see this as the next step in a long and productive relationship. Socket
Mobile will provide our application developers with the software tools—Capture SDK and data parsing—to fully control
our family of contactless products. Socket Mobile is committed to becoming a leader in the contactless market, and working with
SpringCard SAS is a critical element of our strategy. Together, we will deliver the products our customers and partners need,”
says Leonard Ott, CTO of Socket Mobile Inc.
The
agreement between Socket Mobile and SpringCard SAS is the result of a long and strong working relationship. The agreement also
covers maintenance and support for the core technology.
About
Socket Mobile, Inc.
Socket
Mobile is a leading provider of data capture and delivery solutions for enhanced productivity in workforce mobilization. Socket
Mobile’s revenue is largely driven by the deployment of third-party barcode-enabled mobile applications that integrate Socket
Mobile’s cordless barcode scanners and contactless reader/writers. Mobile Applications servicing the specialty retailer,
field service, transportation, and manufacturing markets are the primary revenue drivers. Socket Mobile has a network of thousands
of developers who use its software developer tools to add sophisticated data capture to their mobile applications. Socket Mobile
is headquartered in Newark, Calif., and can be reached at +1-510-933-3000 or www.socketmobile.com. Follow Socket Mobile on Facebook,
Twitter @socketmobile, and on our sockettalk blog.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not
limited to, statements regarding new mobile computer and data collection products, including details on the timing, distribution
and market acceptance of the products, and statements predicting trends, sales and market conditions and opportunities in the
markets in which we sell our products. Such statements involve risks and uncertainties, and actual results could differ
materially from the results anticipated in such forward-looking statements as a result of a number of factors, including, but
not limited to, the risk that our new products may be delayed or not rollout as predicted, if ever, due to technological, market,
or financial factors, including the availability of necessary working capital, the risk that market acceptance and sales opportunities
may not happen as anticipated, the risk that our application partners and current distribution channels may choose not to distribute
the new products or may not be successful in doing so, the risk that acceptance of our new products in vertical application markets
may not happen as anticipated, and other risks described in our most recent Form 10-K and 10-Q reports filed with the Securities
and Exchange Commission.
Socket
Mobile Investor Contact:
Lynn
Zhao
Chief Financial Officer
510-933-3016
lynn@socketmobile.com
Socket
is a registered trademark of Socket Mobile. All other trademarks and trade names contained herein may be those of their respective
owners.
©
2021, Socket Mobile, Inc. All rights reserved.