SecProbe.io

CORRESP
1
filename1.htm

    Wilson
      Sonsini Goodrich & Rosati

    650 Page
      Mill Road

    Professional
      Corporation

    Palo Alto,
      CA 94304-1050

    Phone: 650.493.9300

    Fax: 650-493.6811

    www.wsgr.com

July 14,
  2009

VIA EDGAR

United States Securities
  and Exchange Commission

  Division of Corporate Finance

  Washington, D.C. 20549

  Attn:    Mark P. Shuman, Esq.

              Kevin
  Dougherty, Esq.

              Barbara
  C. Jacobs, Esq.

            Re:
     Socket Mobile, Inc.

      Registration Statement on Form S-3

      Filed June 12, 2009

      File No. 333-159923

  Ladies and Gentlemen:

  On behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of July 9, 2009, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on June 12,
  2009 with the file number set forth above (the "Registration Statement").
  This letter sets forth the Company's responses to the Staff's comments.

 Upon your satisfaction
  with the Company's responses to the Staff's comments, the Company will file
  an amendment to the Registration Statement (the "Amendment")
  which will reflect the modifications to the Registration Statement in response
  to the Staff's comments, as indicated below.

  For your convenience, we have numbered and restated in italics each comment
  to correspond to the numbering in the Staff's comment letter.

    U.S.
      Securities and Exchange Commission

    July
      14, 2009

    Page
      2

  Form S-3 filed June 12, 2009

  Risk Factors

  "The global economic financial crisis may continue to have an impact..."
  page 3

  1. The paragraph
    under this heading states in general terms that you may have difficulty maintaining
    compliance with your existing bank covenants in order to retain your line
    of credit. It appears that the recent covenant defaults and the potential
    risks to investors associated with non-compliance should be presented in a
    prominently placed, separately captioned risk factor. Such a separately captioned
    risk factor should alert stockholders to your recent failures to maintain
    the minimum liquidity based upon the "adjusted quick ratio" covenant
    for the months of April and May. Your risk factors should provide specific,
    quantitative information that relates to the uncertainties and conditions
    that present the risks to investors that you identify. To the extent that
    a materially complete discussion of recent covenant defaults and related matters
    would require text that is too extensive for the risk factors section, you
    should provide the detailed information in the body of the prospectus in a
    section that is cross-referenced in the separately caption risk factor.

    Response: In
      response to the Staff's comment, the Company will include the new risk factor
      below in the Amendment as the second risk factor in the Registration Statement.

    If we do not maintain
      compliance with the financial covenants in our bank line, which we are dependent
      upon as a source of cash for our operations, we may lose our ability to
      draw upon it and the bank may accelerate our obligation to repay the amounts
      due.

    We are dependent upon
      our bank line under loan agreements with Silicon Valley Bank as a source
      of cash to fund our operations. The availability of the bank line is conditioned
      upon our complying with the terms of the bank line agreements, including
      meeting certain financial covenants. We failed to meet our financial covenants
      in April and May 2009. In each case, we obtained a waiver from the bank
      of the covenant default. Nonetheless, should we fail to comply with any
      bank line covenant in the future, the bank may choose not to grant a further
      waiver nor to continue to make available the bank line. Should the bank
      line become unavailable, we may not be able to find alternative sources
      of financing, and we may not be able to pay our liabilities and expenses
      when due, which could result in the suspension of some or all of our current
      operations. It could also adversely affect the willingness of our vendors
      and employees to continue to work with us.

    US
      Securities and Exchange Commission

    July
      14, 2009

    Page
      3

    On July 7, 2009, we
      amended our loan agreements with Silicon Valley Bank in order to avoid defaults
      under the terms of these agreements due to our noncompliance with a covenant
      to maintain minimum liquidity based on an "adjusted quick ratio."
      The amendments provide for the waiver of our noncompliance with the adjusted
      quick ratio covenant for the months of April, May and June 2009, and replace
      this covenant with new covenants that require us, commencing June 1, 2009:
      (i) to maintain at all times unrestricted cash and cash equivalents at the
      bank of not less than $1,000,000; and (ii) achieve minimum revenue of (a)
      $4,068,000 for the quarter ended June 30, 2009, (b) $4,500,000 for the quarter
      ending September 30, 2009, and (c) $5,355,000 for the quarter ending December
      31, 2009 and each quarter thereafter. Our failure to meet any of these financial
      covenants under the loan agreements would constitute an event of default,
      and upon any such event of default, the bank may, among its remedies, declare
      all obligations under the loan agreements immediately due and payable. As
      of _____________, 2009, we had $__________ outstanding under the loan agreements.

    As of _______________,
      2009, we had $___________ of unrestricted cash and cash equivalents at the
      bank. Our ability to maintain a cash balance at the required minimum level
      for compliance with the financial covenant is dependent on a number of factors,
      including our ability to (i) manage payment terms with our customers and
      suppliers, (ii) manage our inventory levels, (iii) achieve sufficient revenues,
      and (iv) manage our expenses. We can provide no assurance that we will be
      able to continue to meet the requirements under any of the financial covenants
      under the loan agreements.

  Part II. Information Not Required in Prospectus

 Item 17, Undertakings,
  page II-2

  2. Please explain
    to us why you have included the undertaking provided by Item 512(i) of Regulation
    S-K.

    Response: The
      undertaking provided by Item 512(i) of Regulation SK will be deleted from
      the Registration Statement.

    US
      Securities and Exchange Commission

    July
      14, 2009

    Page
      4

____________________________________________________________________________________________________________________________________________________________________

  Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

    Sincerely,

    WILSON SONSINI
      GOODRICH & ROSATI,

    Professional Corporation

    /s/ Herbert P.
      Fockler

    Herbert P. Fockler

cc: Socket Mobile, Inc.

  David W. Dunlap, Chief Financial Officer