8-K

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

December 10 , 2007
Date of Report
(Date of earliest event reported)

__________________________

SOCKET COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation) 001-13810
(Commission File Number) 94-3155066
(IRS Employer Identification No.)

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))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 10, 2007, Socket Communications, Inc. dba Socket Mobile, Inc. (the "Company") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (the "Staff") confirming that for the last 30 consecutive business days the bid price of the Company's common stock closed below the minimum $1.00 per share requirement for continued listing set forth in Marketplace Rule 4450(a)(5) (the "Rule")

In accordance with Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or until June 9, 2008, to regain compliance with the minimum $1.00 per share bid price requirement. If, at anytime before June 9, 2008, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Company expects the Staff to provide written notification that the Company has complied with the Rule. If compliance with the Rule cannot be demonstrated by June 9, 2008, the Company expects the Staff to provide written notification to the Company that its securities will be delisted from the Nasdaq Global Market Exchange (a "Delisting Notice").

If the Company receives a Delisting Notice, the Company may appeal the Staff's determination to delist its securities to a Listing Qualifications Panel. Alternatively, the Company may apply to transfer its securities to The Nasdaq Capital Market. The Staff will determine whether the Company meets The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement. If it meets the initial listing criteria and the Company's transfer application is approved, the Staff will notify the Company that it has been granted an additional 180-calendar day compliance period in order to regain compliance with the minimum $1.00 per share bid price requirement. Currently, the Company meets the initial listing criteria (other than the bid price) for listing on The Nasdaq Capital Market, including the requirement for stockholders' equity of at least $5 million. As of September 30, 2007, the Company's stockholders' equity was approximately $13.7 million.

The full text of the Company's press release concerning its receipt of a notice of deficiency from the Nasdaq Stock Market is furnished with this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Nasdaq notice to the Company of non-compliance dated December 10, 2007
99.2	Press release dated December 11, 2007

1

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.

                               

	SOCKET COMMUNICATIONS, INC.
Date: December 11, 2007	By: /s/	David W. Dunlap
		Name: David W. Dunlap Vice President, Finance and Administration and Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Nasdaq notice to the Company of non-compliance dated December 10, 2007
99.2	Press release dated December 11, 2007

EX-99.1

Exhibit 99.1

NASDAQ®
The Nasdaq Stock Market
9600 Blackwell Road
Rockville, MD 20850

By Electronic Delivery to: dave@socketmobile.com and lee@socketmobile.com

December 10, 2007

Mr. David W. Dunlap
Chief Financial Officer
Socket Communications, Inc.
39700 Eureka Drive
Newark, CA 94560

Re: Socket Communications, Inc. (the "Company")
      NASDAQ Symbol: SCKT

Dear Mr. Dunlap:

For the last 30 consecutive business days, the bid price of the Company's common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4450(a)(5) (the "Rule"). Therefore, in accordance with Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or until June 9, 2008, to regain compliance. ¹ If, at anytime before June 9, 2008, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Staff will provide written notification that it has achieved compliance with the Rule. ²

If the Company does not regain compliance with the Rule by June 9, 2008, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff's determination to delist its securities to a Listing Qualifications Panel (the "Panel"). ³ Alternatively, the Company also may want to consider applying to transfer its securities to The NASDAQ Capital Market if it satisfies the requirements for initial inclusion set forth in Marketplace Rule 4310(c). ⁴ If its application is approved, the Company will be afforded the remainder of this market's second 180 calendar day compliance period in order to regain compliance while on The NASDAQ Capital Market.

_________________________________________________________

¹ The 180 day period relates exclusively to the bid price deficiency. The Company may be delisted during the 180 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period.
² Marketplace Rule 4450(e)(2) states in part that, "NASDAQ may, in its discretion, require an issuer to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the issuer has demonstrated an ability to maintain long-term compliance. In determining whether to monitor bid price beyond ten business days, NASDAQ shall consider the following four factors: (i) margin of compliance (the amount by which the price is above the $1.00 minimum standard); (ii) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is it up or down)."
³ Please note that if the Company appeals it will be asked to provide a plan to regain compliance to the Panel, and that historically Panels have generally viewed a near-term reverse stock split as the only definitive plan acceptable to resolve a bid price deficiency.
⁴ Other than the minimum bid price requirement of Marketplace Rule 4310(c)(4). The Company may also submit an application to transfer to The NASDAQ Capital Market prior to the expiration of this first 180 calendar day compliance period.

Mr. David W. Dunlap
December 10, 2007
Page 2

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the NASDAQ rules upon which it is based. ⁵ The Company must provide a copy of this announcement to Nasdaq's MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the "Hearings Department") at least 10 minutes prior to its public dissemination. ⁶ For your convenience, we have enclosed a list of news services. ⁷

In the event the Company does not make the required public announcement, trading in your securities will be halted.

In addition, an indicator will be broadcast over NASDAQ's market data dissemination network noting the Company's non-compliance. The indicator will be displayed with quotation information related to the Company's securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant NASDAQ companies and the reason(s) for such noncompliance is posted on our website at www.nasdaq.com . The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please do not hesitate to contact me at 301-978-8027.

Sincerely,

/s/ Tom Choe
Tom Choe
Lead Analyst
NASDAQ Listing Qualifications

_________________________________________________________

⁵ We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days. See, SEC Release No. 34-49424.
⁶ The notice should be submitted to NASDAQ's MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for NASDAQ's Listing Qualifications and Hearings Departments are (301) 978-4028 and (301) 978-8080, respectively.
⁷ The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. NASDAQ cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a NASDAQ Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS' EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s) .

DIRECTORY OF NEWS SERVICES

News Media Outlets*

Bloomberg Business News	MarketWire	PrimeNewswireSM
Newsroom	5757 West Century Boulevard	(A NASDAQ Company)
400 College Road East	2nd Floor	5200 West Century Boulevard
P.O. Box 888	Los Angeles, CA 90045	Suite 470
Princeton, NJ 08540-0888	Telephone: 800.774.9473	Los Angeles, CA 90045
Telephone: 609.750.4500	Fax: 310.846.3701	Telephone: 800.307.6627
Toll free: 800.444.2090		Fax: 310.642.6933
Fax: 609.897.8394		Web:
Email: release@Bloomberg.net		http://www.primenewswire.com
Business Wire	PR Newswire	Reuters
44 Montgomery Street	810 7th Avenue	3 Times Square
39th Floor	35th Floor	New York, NY 10036
San Francisco, CA 94104	New York, NY 10036	Telephone: 646.223.6000
Telephone: 415.986.4422	Telephone: 800.832.5522	Fax: 646.223.6001
Fax: 415.788.5335	Fax: 800.793.9313
Dow Jones News Wire
Harborside Financial Center
600 Plaza Two
Jersey City, NJ 07311-3992
Telephone: 201.938.5400
Fax: 201.938.5600
*The use of any of these services will satisfy NASDAQ's listing rules that require the disclosure of specific information in a press release or public announcement through the news media.

EX-99.2

Exhibit 99.2

Socket Communications Contact:	Investor Relations Contacts:
David Dunlap	Todd Kehrli, Jim Byers
Chief Financial Officer	MKR Group, Inc.
(510) 933-3035	(323) 468-2300
dave@socketmobile.com	sckt@mkr-group.com
Editorial Contact:
Monica Appelbe or Michelle Homes
LEWIS PR
(415) 992-4400
socketmobile@lewispr.com

Socket Communications Receives Letter from Nasdaq Citing
Non-Compliance with Minimum Bid Price Rules

NEWARK, Calif., - December 11, 2007 - Socket Communications, Inc. (NASDAQ: SCKT), dba Socket Mobile, Inc., reported today that the Company received a letter on December 10, 2007 from the Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company fails to comply with the minimum bid price requirement for continued listing on the Nasdaq Global Market Exchange set forth in Marketplace Rule 4450(a)(5), as the Company's common stock had closed below the minimum $1.00 per share requirement for 30 consecutive business days.

The Company can regain compliance if, at any time before June 9, 2008, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. In the interim period, the Company's common stock will continue to trade on the Nasdaq Global Market Exchange. If compliance with Marketplace Rule 4450(a) cannot be demonstrated by June 9, 2008, the Company would expect the staff of the Nasdaq Stock Market Listing Qualifications department (the "Staff") to deliver a written notification that the Company's securities will be delisted from the Nasdaq Global Market Exchange (a "Delisting Notice"). If the Company receives a Delisting Notice, the Company may appeal the Staff's determination to delist its securities to a Listing Qualifications Panel. Alternatively, the Company may apply to transfer its securities to The Nasdaq Capital Market, if the Company satisfies the requirements for initial inclusion set forth in Marketplace Rule 4310(c), other than the minimum bid price requirement. If the Company meets the initial listing criteria and its application is approved, the Staff will notify the Company that it has been granted an additional 180-calendar day compliance period in order to regain compliance with the minimum bid price requirement while on The Nasdaq Capital Market.

About Socket Mobile

Socket Mobile makes mobility computing and productivity work. The company is a one-stop supplier of mobile computing hardware systems, offering a handheld mobile computer specifically designed for business mobility use and an extensive portfolio of essential mobile data collection and networking peripherals that enable mobile automation and productivity increases. The company also offers OEM solutions. Socket is headquartered in Newark, Calif. and can be reached at 510-933-3000 or www.socketmobile.com.

Socket is a registered trademark of Socket Communications, Inc., dba Socket Mobile, Inc. All other trademarks and trade names contained herein may be those of their respective owners.

© 2007, Socket Communications, Inc., dba Socket Mobile, Inc. All rights reserved.

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