As
filed with the Securities and Exchange Commission on November 5, 2020
Registration No. 333-_____
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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____________________
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FORM
S-3
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REGISTRATION
STATEMENT
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Under
The Securities Act of 1933
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____________________
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SOCKET MOBILE,
INC.
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(Exact
name of Registrant as specified in its charter)
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____________________
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Delaware
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94-3155066
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification Number)
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39700 Eureka
Drive
Newark, CA 94560
(510) 933-3000
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(Address, including zip code, and telephone
number, including area code, of Registrant's principal executive offices)
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____________________
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Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560
(510) 933-3035
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(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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____________________
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Copies to:
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Herbert
P. Fockler, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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____________________
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Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes
effective.
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [_]
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [_]
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Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X]
Emerging
growth company [_]
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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 7(a)(2)(B) of Securities Act. [_]
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
to
be Registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate Offering Price(2)
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Amount
of Registration Fee
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Common
Stock, $0.001 par value per share
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1,047,942
shares
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$2.73
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$2,860,881.66
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$312.12
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(1) Consists
of 1,047,942 shares of Common
Stock that are issuable by the Registrant upon the conversion of subordinated convertible notes issued August 31, 2020 and
maturing on August 30, 2023, plus an indeterminate number of additional shares of Common Stock as may from time to time be issued
or issuable with respect to the foregoing securities as a result of stock splits, stock dividends, reclassifications, recapitalizations,
combinations or similar events, which shares shall be deemed registered hereunder pursuant to Rule 416 under the Securities Act.
(2) Estimated
solely for the purpose of calculation of the registration fee pursuant to Rule 457(c) under the Securities Act based
on a per share price of $2.73, the average of the high and low reported sales prices of the Registrant’s Common
Stock on the NASDAQ Capital Market on November 4, 2020.
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The
Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a) may determine.
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The information
in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED NOVEMBER 5, 2020
PROSPECTUS
1,047,942
Shares
Socket
Mobile, Inc.
Common
Stock
____________________
This
prospectus relates to 1,047,942 shares of our Common Stock which
may be sold from time to time by certain stockholders set forth in the “Selling Stockholders” section of this prospectus.
The shares offered by this prospectus represent shares issuable upon conversion of subordinated convertible notes to the selling
stockholders or their transferees.
The prices at which the selling stockholders or their transferees
may sell the shares may be determined by the prevailing market prices for the shares or in negotiated transactions. We will not
receive any proceeds from the sale of the shares offered by this prospectus.
Our Common Stock is quoted on the Nasdaq Capital Market under the
symbol “SCKT.” On November 5, 2020, the last reported sale price for our Common Stock on the Nasdaq Capital Market
was $2.60 per share.
Investment
in the securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this
prosptectus and “Item 1A. Risk Factors” of our most recent report on Form 10-K or 10-Q that is incorporated
by reference into this prospectus.
____________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is November 5, 2020.
TABLE
OF CONTENTS
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PAGE
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PROSPECTUS
SUMMARY
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1
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RISK FACTORS
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5
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INFORMATION
CONTAINED IN THIS PROSPECTUS
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6
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FORWARD-LOOKING
STATEMENTS
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6
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USE OF
PROCEEDS
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6
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SELLING
STOCKHOLDERS
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7
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PLAN OF
DISTRIBUTION
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9
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DESCRIPTION OF CAPITAL STOCK
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10
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LEGAL
MATTERS
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11
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EXPERTS
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11
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WHERE
YOU CAN FIND MORE INFORMATION
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11
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INFORMATION
INCORPORATED BY REFERENCE
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11
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PROSPECTUS SUMMARY
This summary highlights
important features of this offering and the information included or incorporated by reference in this prospectus. This summary
does not contain all of the information that you should consider before investing in our Common Stock. You should read the entire
prospectus carefully, especially the risks of investing in our Common Stock discussed under “Risk Factors” and the
financial statements and related notes and other information that we incorporate by reference herein, including our Annual Report
on Form 10-K and our Quarterly Reports on Form 10-Q.
The Company
We
are a leading innovator of data capture and delivery solutions for enhanced productivity in workforce mobilization. Our products
are incorporated into mobile applications used in point of sale (POS), commercial services (field workers), asset tracking, manufacturing
process and quality control, transportation and logistics (goods tracking and movement), event management (ticketing, entry, access
control, and identification), medical and education. Our primary products are cordless data capture devices incorporating barcode
scanning or RFID/Near Field Communications (NFC) technologies that connect over Bluetooth. All products work with applications
running on smartphones, mobile computers and tablets using operating systems from Apple® (iOS), Google™ (Android™)
and Microsoft® (Windows®). We offer an easy-to-use software developer kit (Capture SDK) to application developers, which
enables them to provide their users with our advanced barcode scanning and RFID/NFC features. Our products are integrated in their
application solutions and are marketed by the application developers or the resellers of their applications. The number of our
registered developers for data capture applications continues to grow.
Standard companion
cordless barcode scanners. Our SocketScan® 700 Series include 1D linear imaging (S700), 1D laser (S730) and 2D (S740) barcode
scanners, available in five vivid colors: blue, green, red, white and yellow. S740 reads all common 1D, stacked, 2D and postal
codes.
Durable companion cordless
barcode scanners. Our DuraScan® 700 Series Linear Barcode Scanner (D700), Laser Barcode Scanner (D730) and Universal Barcode
Scanner (D740, D750, D760), are designed to be durable barcode scanners with IP54-rated outer casing to withstand tougher environments.
Universal Barcode Scanners (D740, D750, D760) read all common 1D, stacked, 2D and postal codes. D740 is priced competitively with
a 1D barcode scanner, making D740 the affordable 2D option available in the market. D760 includes MRZ (machine-readable zone) support,
making it capable of scanning passports, visas and other travel documents. In July, we announced a new medical-grade, universal
scanner, the D755, which was designed and built for healthcare environments.
DuraSled and attachable
cordless barcode scanners. Our SocketScan 800 Series cordless barcode scanners, 1D linear imaging (S800) and 2D (S840, S860)
are attachable to smartphones, tablets and other mobile devices with an easily detachable clip or DuraCase, creating a one-handed
solution. DuraCase models support iPhone 6/7/8, iPhone 6/7/8 Plus, iPod touch, Samsung J3/J5 and Samsung S7. New DuraCase models
are introduced from time to time as new mobile phones are released. S860 includes MRZ (machine-readable zone) support, making it
capable of scanning passports, visas and other travel documents in addition to barcodes. SocketScan 800 Series scanners may be
used stand-alone as well.
In 2019, we expanded our
product line with a new family of products: DuraSled for the iPhone models 6, 7, 8, X and 11. The DuraSled combines the iPhone
with a scanner to make a single-handed solution. The DuraSled both protects the phones from impact damage and provides a robust
charging solution for all environments. The DuraSled is easy-to-use and ideal for delivery
services, stock counting, ticketing and other application-driven, mobile solutions. In July 2020, we announced DuraSled
compatibility with the Samsung XCover Pro. There are two versions of the XCover Pro
DuraSled: the DS800 XCover Pro for 1D barcode scanning and the DS840 XCover Pro for 1D and 2D barcode scanning, respectively.
Contactless RFID/NFC
reader writer. Our contactless product line includes the D600 Contactless Reader/Writer and the S550 Contactless Membership
Card Reader/Writer. The D600, an ergonomically handheld model with IP54-rated outer casing, can read and write many different types
of electronic SmartTags or transfer data with near field communication. The S550 enables us to expand our business into the emerging
market for tap-and-go solutions that have traditionally been limited to payment solutions, such as Apple Pay, but can now be used
for ticketing, access and identification applications. S550 is currently available for the developers.
Software Developer
Kit (Capture SDK). Our Software Developer Kit (Capture SDK) supports all our data capture devices with a single integration,
making it easier for a developer to integrate our data capture capabilities into their application. With the installation of our
data capture software, the developers’ customers can choose any of our products that work best for them. Our Capture SDK
enables the developer to modify captured data, control the placement of the barcoded or RFID data in their application, and control
the feedback to the user that the transaction and transmission was successfully completed. Our Capture SDK also supports the built-in
camera in a customer’s smartphone or tablet to be used for occasional or lower volume data collection requirements. The Capture
SDK uses tools integrated with software building environments such as CocoaPods, Maven and NuGet, adds support for high level frameworks
such as Xamarin, Cordova and Java, and adds other features to make it easier for developers to integrate our data capture software
into their applications.
We design our own products
and are responsible for all associated test equipment. We use third party contract manufacturers to make many components. We perform
final product assembly, test and packaging at, and distribute our products from, our Newark, California facility. We offer our
products worldwide through two-tier distribution enabling customers to purchase from large numbers of on-line resellers around
the world including application developers who resell their own solutions along with our data capture products. We believe growth
in mobile applications and the mobile workforce are resulting from technical advances in mobile technologies, cost reductions in
mobile devices and the growing adoption by businesses of mobile applications for smartphones and tablets, building a growing demand
for our products. Our data capture products address the need for speed and accuracy by today’s mobile workers and by the
systems supporting those workers, thereby enhancing their productivity and allowing them to exploit time sensitive opportunities
and improve customer satisfaction.
Corporate Information
We were founded in March
1992 as Socket Communications, Inc. and reincorporated in Delaware in 1995 prior to our initial public offering in June 1995. We
have financed our operations since inception primarily from the sale of equity capital or convertible debt and a receivables-based
revolving line of credit with our bank. We began doing business as Socket Mobile, Inc. in January 2007 to better reflect our market
focus on the mobile business market and changed our legal name to Socket Mobile, Inc. in April 2008. Our common stock trades on
the Nasdaq Capital Market under the symbol “SCKT”. Our principal executive office is located at 39700 Eureka Drive,
Newark, CA 94560, and our phone number is (510) 933-3000. Our Internet home page is located at http://www.socketmobile.com; however,
the information on, or that can be accessed through, our home page is not part of this registration statement. Our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports are available free
of charge on or through our Internet home page as soon as reasonably practical after we electronically file such material with,
or furnish it to, the Securities and Exchange Commission.
Subordinated
Convertible Notes
On August 31, 2020,
we completed a secured subordinated convertible note financing of $1,530,000.
The secured subordinated
convertible notes (the “Notes”) have a three-year term and will mature on August 30, 2023. The interest
rate on the Notes is 10% per year, payable quarterly in cash. The holder of each Note may require us to repay the principal amount
of the Note at any time after August 31, 2021.
The Notes are secured
by our assets and are subordinated to our debts with Western Alliance Bank, our senior lender. The principal amount of each Note
is convertible at any time, at the option of the holder, into shares of our Common Stock at a conversion price of $1.46 per share.
Failure to pay the principal amount or any interest (with 5 days delinquency) when due are events of default under the Notes.
We issued the Notes in reliance on an exemption from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended, and Rule 506
of Regulation D promulgated thereunder. As of the filing date for this registration statement, no Notes have been converted into
Common Stock by the holders. We are now registering for resale under this prospectus the maximum number of shares of Common Stock
currently issuable to the investors upon conversion of the Notes through the Note maturity date of August 30, 2023, plus an indeterminate
number of additional shares of common stock as may from time to time be issued or issuable with respect to the foregoing securities
as a result of stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events.
The
Offering
Common
Stock offered by selling stockholders
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1,047,942 shares of our Common Stock issuable upon conversion of
the Notes.
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Use
of proceeds
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We
will not receive any proceeds from the sale of shares in this offering.
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Nasdaq
Capital Market symbol
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SCKT
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you
should carefully consider the specific factors discussed in our annual and quarterly reports filed with the Securities and Exchange
Commission, all of which are incorporated herein by reference, before deciding to purchase shares of our Common Stock, including
the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” of our most recent
Annual Report on Form 10-K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Reports on
Form 10-Q filed subsequent to such Form 10-K, as may be amended, supplemented or superseded from time to time by other reports
we file with the Commission in the future. The risks and uncertainties we have described are not the only ones we face. Additional
risks and uncertainties not currently known to us or that we currently deem immaterial may also affect our operations.
INFORMATION CONTAINED
IN THIS PROSPECTUS
You should rely only
on the information contained in this prospectus or incorporated by reference into it. We have not authorized anyone to provide
you with information different from that contained in or incorporated by reference into this prospectus. The selling stockholders
listed in this prospectus are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of our Common Stock.
FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements within the meaning of the securities laws. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical facts included
in this prospectus, including any statements under “Prospectus Summary” and elsewhere in or incorporated into this
prospectus regarding our strategy, future operations, financial position, results of operations, cash flows, prospects, plans and
objectives of management, are forward-looking statements. When used in this prospectus, the words “will,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying
words. All forward-looking statements speak only as of the date of this prospectus. Neither we nor any of the selling stockholders
undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking
statements we make in this prospectus are reasonable, ultimately we may not achieve such plans, intentions or expectations.
We disclose important
factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and elsewhere
in this prospectus. Such factors include, among others, the following: our ability to raise sufficient capital to fund our operations;
our ability to achieve profitability; developments in the market for our products, including the market for smartphones, mobile
computers, and tablets using the operating systems from Apple, Google and Microsoft; developments in our relationships with our
strategic partners; and world economic and financial conditions. These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
USE OF PROCEEDS
We
will not receive any of the proceeds from the sale of the shares sold under this prospectus. The conversion of the Notes will relieve
the Company of up to $1,530,000 in obligations that would otherwise be paid to note holders in cash (a maximum of 1,047,942 shares
of Common Stock at the conversion price of $1.46 per share). All proceeds from the sale of the shares will be for the account of
the selling stockholders. See “Selling Stockholders” and “Plan of Distribution.”
SELLING STOCKHOLDERS
The shares of Common
Stock covered by this prospectus consist of shares issuable upon the conversion of the principal of the Notes into Common Stock.
The Notes may be converted by their holders into Common Stock at any time. The registration statement of which this prospectus
is a part has been filed in accordance with the terms of the Notes. The table below sets forth, to our knowledge, information about
the holders of the Notes as of October 30, 2020, who may become selling stockholders hereunder.
We do not know when
or in what amounts the selling stockholders may offer shares for sale. The selling stockholders may sell any or all of the shares
offered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this prospectus, and
because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot
estimate the number of shares that will be held by the selling stockholders after completion of this offering. For purposes of
the table below, however, we have assumed that the selling stockholders will sell all shares issuable upon conversion of the Notes,
such that, after completion of this offering, none of the shares covered by this prospectus will be held by the selling stockholders.
In the table below,
beneficial ownership is determined in accordance with the rules of the Commission and includes voting or investment power with
respect to shares of our Common Stock. Unless otherwise indicated below, to our knowledge, the selling stockholders named in the
table have sole voting and investment power with respect to the shares of Common Stock beneficially owned by them. The number of
shares of Common Stock beneficially owned prior to the offering shown in the table for each selling stockholder includes (i) all
shares held by the selling stockholder prior to the issue of the Notes, plus (ii) all shares issuable upon conversion of the Notes
being offered pursuant to the prospectus.
Under the terms of
the Notes, a selling stockholder may not convert their Note into shares of our Common Stock to the extent such conversion would
result in the aggregate number of shares issued upon conversion of the Notes exceeding the number we may issue without breaching
our obligations under the rules or regulations of the Nasdaq Capital Market, except that this limitation will not apply in the
event that we: (i) obtain the approval of our stockholders, as required by the applicable rules of the Nasdaq Capital Market, for
issuances of shares upon conversion of the Notes in excess of such amount, or (ii) obtain a written opinion from outside counsel
to us that such approval is not required, which opinion is reasonably satisfactory to the applicable selling stockholder. The number
of shares in the second column in the table below does not reflect this limitation, but rather assumes that the selling stockholders
may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Throughout this prospectus,
when we refer to the “selling stockholders,” we mean the persons listed in the table below, as well as any pledgees,
donees, assignees, transferees, successors and others who may later hold any of the selling stockholders’ interests, and
when we refer to the shares of our Common Stock being offered by this prospectus on behalf of the selling stockholders, we are
referring to the shares of our Common Stock issuable upon the conversion of Notes, collectively, unless otherwise indicated.
The selling stockholders
may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their
shares of Common Stock since the date as of which the information in the table below is presented. Information about the selling
stockholders may change over time.
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Shares Beneficially
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Shares Being
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Shares Beneficially Owned
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Owned Prior to
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Registered for
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After Offering
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Name
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Offering
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Resale
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Number
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Percent
(1)
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Charlie Bass (2)
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1,989,416
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684,931
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1,304,485
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20.8%
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Kevin Mills (3)
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424,516
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119,863
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304,653
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4.9%
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Lee Baillif (4)
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198,012
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34,246
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163,766
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2.6%
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Flora Chu (5)
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93,702
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68,493
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25,209
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*
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Enrico Mills (6)
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170,186
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68,493
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101,693
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1.7%
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Erik Fidel (7)
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161,746
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34,246
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127,500
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2.1%
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Michael Abromowitz (8)
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20,547
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20,547
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0
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*
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Lynn Zhao (9)
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84,342
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17,123
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67,219
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1.1%
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(1)
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Based upon 6,080,318 shares of Common Stock outstanding as of the close of business on October
30, 2020 and calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
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(2)
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Consists of 1,098,151 shares of Common Stock held by The Bass Trust U/D/T April 29, 1988 (“The
Bass Trust”), 206,334 shares of Common Stock issuable upon exercise of stock options held by Charlie Bass that are exercisable
within 60 days of October 30, 2020, and 684,931 shares issuable upon conversion of Notes held by The Bass Trust. The Bass Trust
is a family trust, of which Mr. Bass is the trustee. Mr. Bass has voting control and beneficial ownership of all shares and all
Notes held by The Bass Trust. Mr. Bass has served as Chairman of our Board of Directors since March 1992.
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(3)
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Consists of 103,891 shares of Common Stock, 200,762 shares
of Common Stock issuable upon exercise of stock options held by Mr. Mills that are exercisable within 60 days of October 30, 2020,
and 119,863 shares issuable upon conversion of Notes held by Millennium Trust Company, LLC. Millennium Trust Company, LLC is the
custodian of an individual retirement account for the benefit of Mr. Mills. Mr. Mills has voting control and beneficial ownership
of this account. Mr. Mills has served as our President and Chief Executive Officer since March 2000.
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(4)
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Consists of 29,937 shares of Common Stock, 133,829 shares of Common Stock issuable upon exercise
of stock options held by Mr. Baillif that are exercisable within 60 days of October 30, 2020, and 34,246 shares issuable upon conversion
of Notes held by Mr. Baillif. Mr. Baillif has served as our Vice President Customer Experience and Quality Systems since January
2019 and previously served as our Vice President of Operations from January 2015 to January 2019.
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(5)
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Consists
of 10,000 shares of Common Stock, 15,209 shares of Common Stock issuable upon exercise of stock options held by Ms. Chu that are
exercisable within 60 days of October 30, 2020, and 68,493 shares issuable upon conversion of Notes held by The Rissman Chu Trust.
Ms. Chu is a trustee of The Rissman Chu Trust. Ms. Chu has voting control and beneficial ownership of The Rissman Chu Trust. Ms.
Chu has served as our general counsel since March 25, 2015.
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(6)
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Consists
of 101,693 shares of Common Stock and 68,493 shares issuable upon conversion of Notes held by Mr. Mills. Enrico Mills is the son
of Kevin Mills, our Chief Executive Officer and previously served as a Software Engineer with the Company from September 2014 to
November 2019.
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(7)
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Consists of 127,500 shares of Common Stock and 34,246 shares issuable upon conversion of Notes
held by Mr. Fidel. Mr. Fidel was nominated and elected as a director in May 2013. He has been an observer of the Board of Directors
since the end of his term in 2014.
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(8)
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Consists of 20,547 shares issuable upon conversion of Notes held by Mr. Abromowitz.
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(9)
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Consists of 67,219 shares of Common Stock issuable upon exercise of stock options held by Ms. Zhao
that are exercisable within 60 days of October 30, 2020, and 17,123 shares issuable upon conversion of Notes held by Ms. Zhao.
Ms. Zhao has served as our Chief Financial Officer, Vice President of Finance and Administration and Secretary since May 2019,
and previously served as our Vice President and Controller from September 2017 to May 2019.
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PLAN OF DISTRIBUTION
We are registering
for resale on behalf of the selling stockholders shares of our Common Stock that may be issued upon conversion of principal of
the Notes. These shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale,
at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These
sales may be effected at various times in one or more of the following transactions, or in other kinds of transactions:
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·
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transactions on the Nasdaq Capital Market or on any national securities
exchange or U.S. inter-dealer system of a registered national securities association on which our Common Stock may be listed or
quoted at the time of sale;
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·
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privately negotiated transactions and transactions other than on
these exchanges or systems;
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·
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sale in the over-the-counter market;
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·
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one or more block transactions, including transactions in which a
broker-dealer attempts to sell the shares as agent, but may also position and resell a portion of the block as principal to facilitate
the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;
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·
|
ordinary brokerage transactions or transactions in which a broker
solicits purchasers;
|
|
·
|
purchases by a broker-dealer or market maker, as principal, and resale
by the broker-dealer for its account;
|
|
·
|
sales by broker-dealers of shares that are loaned or pledged to such
broker-dealers;
|
|
·
|
“at the market” offerings to or through a market maker
or into an existing trading market, on an exchange or otherwise;
|
|
·
|
in accordance with pledges to secure or in payment of debt and other
obligations, including pledges to brokers or dealers who may from time to time effect distributions of our Common Stock and, in
the case of any collateral call or default on such loan or obligation, sales of shares by such pledgees or secured parties;
|
|
·
|
in connection with short sales of our Common Stock and delivery of
shares to close out short positions;
|
|
·
|
through distribution by a selling stockholder or its successor in
interest to its members, general or limited partners or stockholders (or their respective members, general or limited partners
or stockholders);
|
|
·
|
exchange distributions and/or secondary distributions;
|
|
·
|
through the writing of options, whether the options are listed on
an options exchange or otherwise;
|
|
·
|
in connection with the writing of non-traded or exchange-traded call
options, in hedge transactions or in settlement of other transactions in standardized or over-the-counter options;
|
|
·
|
distributions to creditors of the selling stockholder; or
|
|
·
|
through a combination of the foregoing or any other available means
allowable under applicable law.
|
The selling stockholders
and their successors, including their own transferees, pledgees or donees or their successors, may sell the shares directly to
purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders or the purchasers. Discounts, concessions or commissions as to any particular underwriter,
broker-dealer or agent may be in excess of those customary in the types of transactions involved.
In addition, any
securities covered by this prospectus that qualify for sale pursuant to Rule 144 promulgated under the Securities
Act may be sold under Rule 144 rather than pursuant to this prospectus.
We will pay substantially
all of the expenses incurred by the selling stockholders incident to the registration of the offering and sale of the securities
covered by this prospectus.
DESCRIPTION
OF CAPITAL STOCK
The description
of our capital stock is incorporated by reference to our Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on April 11, 1995, as amended by our Registration Statement on Form 8-A/A filed with the Commission
on June 15, 1995, including any subsequently filed amendments and reports updating such description.
LEGAL MATTERS
Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California will pass upon certain legal matters relating to the validity of the securities
offered hereby.
EXPERTS
Sadler, Gibb &
Associates, LLC, independent registered public accounting firm, have audited our financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2019, as set forth in their report, which is incorporated by reference in
this prospectus and registration statement. Our financial statements are incorporated by reference in reliance on Sadler, Gibb
& Associates, LLC’s report and upon the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with
the Securities and Exchange Commission a registration statement on Form S-3, of which this prospectus is a part, under the
Securities Act with respect to the shares of Common Stock offered hereby. This prospectus does not contain all of the information
included in the registration statement. Statements in this prospectus concerning the provisions of any document filed as an exhibit
to the registration statement or otherwise filed by us with the Commission are not necessarily complete. You should refer to the
copies of those documents for a more complete understanding of the matters involved. Each statement concerning these documents
is qualified in its entirety by such reference.
We are subject to
the informational requirements of the Securities Exchange Act of 1934 and, accordingly, file reports, proxy statements and other
information with the SEC. Copies of our reports, proxy statements and other information are available to the public over the Internet
at the Commission’s website at http://www.sec.gov. You can also find these documents through our own web site which
is located at http://www.socketmobile.com. Information included on our web site is not a part of this prospectus or any
prospectus supplement.
INFORMATION INCORPORATED BY REFERENCE
The Securities and
Exchange Commission allows us to “incorporate by reference” the information contained in documents that we file with
them, which means that we can disclose important information to you in this document by referring you to other filings we have
made with the Commission. The information incorporated by reference is considered to be part of this prospectus, and later information
filed with the Commission will update and supersede this information. In this instance, we are incorporating by reference the documents
and information listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act prior to the completion of the offering covered by this prospectus:
|
(1)
|
Our Annual Report on Form 10-K for the year ended December 31,
2019, filed with the Commission on March 26, 2020 (“Form 10-K”).
|
|
(2)
|
Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2020, filed with the Commission on May 15, 2020.
|
|
(3)
|
Our Quarterly Report on Form 10-Q for the quarter and six months
ended June 30, 2020 filed with the Commission on August 12, 2020.
|
|
(4)
|
The portions of our Definitive Proxy Statement on Schedule 14A (other
than information furnished rather than filed) that are incorporated by reference into the Form 10-K.
|
|
(5)
|
Our current reports on Form 8-K filed with the Commission on April
21, 2020, April 29, 2020, May 28, 2020, July 30, 2020, September 1, 2020, October 6, 2020 and October 22, 2020 (except to the extent
information contained in any of the Forms 8-K is furnished and not filed).
|
|
(6)
|
The description of our Common Stock contained in our Registration
Statement on Form 8-A filed with the Commission on April 11, 1995, as amended by our Registration Statement on Form 8-A/A
filed with the Commission on June 15, 1995, including any subsequently filed amendments and reports updating such description.
|
For the purposes
of this prospectus, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide
to any person, including any beneficial owner, to whom a prospectus is delivered, a copy of any of the information that has been
incorporated by reference into this prospectus at no cost upon an oral or written request to:
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560
Attention: Lynn Zhao
Phone: (510) 933-3016
1,047,942
Shares
SOCKET
MOBILE, INC.
____________________
COMMON STOCK
____________________
PROSPECTUS
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations.
This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it
is lawful to do so. The information contained in this prospectus is current only as of its date.
November
5, 2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution
The Registrant will
bear no expenses in connection with any sale or other distribution by the selling stockholders of the shares being registered,
other than the expenses of preparation and distribution of this Registration Statement and the Prospectus included in this Registration
Statement. Such expenses are set forth in the following table. All of the amounts shown are estimates, except the SEC registration
fee.
|
|
Amount To Be Paid
|
SEC registration fee
|
$
|
312.12
|
Legal fees and expenses
|
|
10,000.00
|
Accounting fees and expenses
|
|
2,000.00
|
Total
|
$
|
12,312.12
|
Item 15. Indemnification of Directors
and Officers
Section 145
of the Delaware General Corporation Law (the “Delaware Law”) authorizes a court to award, or a corporation’s
Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. As permitted
by Section 102 of Delaware Law, Article VII of the Registrant’s Certificate of Incorporation and Article VI of
the Registrant’s Bylaws provide for indemnification of and advancement of expenses to the Registrant’s directors and
officers and authorize indemnification of employees and other agents to the maximum extent permitted by Delaware Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and directors and certain stockholders.
Pursuant to Section
145(a) of the DGCL, the Registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact
that the person is or was a director, officer, agent or employee of the Registrant’s company or is or was serving at the
Registrant’s request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with such action, suit or proceeding. Pursuant to Section 145(b) of the DGCL,
the power to indemnify also applies to actions brought by or in the right of the corporation as well, but only to the extent of
defense expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense
or settlement of such action or suit. Pursuant to Section 145(b), the Registrant shall not indemnify any person in respect of any
claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The power to indemnify under Sections
145(a) and (b) of the DGCL applies (i) if such person is successful on the merits or otherwise in defense of any action, suit or
proceeding, or (ii) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
Section 174 of the
DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or
an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful
actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered
in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after
such absent director receives notice of the unlawful acts.
The indemnification
provisions contained in the Registrant’s certificate of incorporation and bylaws are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the
Registrant will maintain insurance on behalf of the Registrant’s directors and executive officers insuring them against
any liability asserted against them in their capacities as directors or officers or arising out of such status.
Item
16. Exhibits
Exhibits
|
|
5.1
|
Opinion
of Wilson Sonsini Goodrich & Rosati, P.C.
|
10.1
|
Form
of the Subordinated Convertible Note issued on August 31, 2020 (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2020).
|
23.1
|
Consent
of Sadler, Gibb & Associates LLP, Independent Registered Public
Accounting Firm.
|
23.2
|
Consent
of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1).
|
24.1
|
Power
of Attorney (see page II-5).
|
____________________
Item 17. Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A) each prospectus
filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of in the Registration Statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(B) each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter)
for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part
of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in
a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration
Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document
immediately prior to such effective date.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
(1) For purposes
of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it
was declared effective.
(2) For the purpose of determining any liability
under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Newark, State of California, on the 5th day of November, 2020.
SOCKET
MOBILE, INC.
By:
/s/ Lynn Zhao___________________
Lynn
Zhao
Chief
Financial Officer and
Vice
President of Finance and Administration
POWER
OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Kevin
J. Mills and Lynn Zhao, and each one of them, individually and without any other, his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to
file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated below:
Signature
|
Title
|
|
Date
|
/s/
Kevin J. Mills
Kevin J. Mills
|
President
and Chief Executive Officer (Principal Executive Officer), and Director
|
|
November
5, 2020
|
|
|
|
|
/s/ Charlie Bass
Charlie Bass
|
Chairman
of the Board
|
|
November 5, 2020
|
|
|
|
|
/s/
Lynn Zhao
Lynn Zhao
|
Vice
President of Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer) and Director
|
|
November 5, 2020
|
|
|
|
|
/s/
David W. Dunlap
David W. Dunlap
|
Director
|
|
November 5, 2020
|
Signature
|
Title
|
|
Date
|
/s/
Ivan Lazarev
Ivan Lazarev
|
Director
|
|
November 5, 2020
|
|
|
|
|
/s/
Brenton Earl MacDonald
Brenton Earl MacDonald
|
Director
|
|
November 5, 2020
|
/s/ William L. Parnell, Jr.
William L. Parnell, Jr.
|
Director
|
|
November 5, 2020
|
EXHIBIT INDEX
5.1
|
Opinion
of Wilson Sonsini Goodrich & Rosati, P.C.
|
10.1
|
Form
of the Subordinated Convertible Note issued on August 31, 2020 (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2020).
|
23.1
|
Consent
of Sadler, Gibb & Associates LLP, Independent Registered Public
Accounting Firm.
|
23.2
|
Consent
of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1).
|
24.1
|
Power
of Attorney (see page II-5).
|
______________________
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