Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 6, 2008, PDF Solutions, Inc. (the "Company") received notice from the staff of the Nasdaq Stock Market ("Nasdaq") indicating that, due to the August 4, 2008 resignation of Susan H. Billat as a member of the Company's Board of Directors (including her position as a member of the Board's Audit Committee), the Company was not currently in compliance with Nasdaq Marketplace Rule 4350(d)(2) which requires listed companies to have at least three members on the Board's Audit Committee, and Nasdaq Marketplace Rule 4350(c)(1) which requires listed companies to have a majority of independent board members on their Board of Directors. As a result of Ms. Billat's resignation, the Board's Audit Committee currently has two members and the Company's Board of Directors does not have a majority of independent directors. However, consistent with Marketplace Rule 4350(d)(4), Nasdaq will provide the Company with a cure period until the earlier of the date of the Company's next annual meeting of the stockholders and August 4, 2009.
In accordance with Marketplace Rule 4803(a), on August 8, 2008, the Company issued a press release announcing the Company's receipt of the Nasdaq listing standards notice, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Principal Offers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2008, Susan H. Billat resigned as a director of the Company to spend more time with her family. Ms. Billat's resignation was not as a result of a disagreement with the Company on any matter relating to its operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description

99.1 Press release dated August 8, 2008.

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