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

Aetrium notified Nasdaq on December 24, 2008 that it is in noncompliance with Nasdaq Rules 4350(c)(1) and Rule 4350(d)(2)(A) as a result of the resignation of Andrew J. Greenshields, one of Aetrium's independent directors, as a director of Aetrium on December 19, 2008. Due to the resignation, Aetrium's board of directors no longer has a majority of independent directors and its audit committee currently consists of only two members. To continue to be eligible for listing of its securities on the Nasdaq Global Market, Nasdaq Marketplace Rules require a majority of the board of directors must be comprised of independent directors and Aetrium's audit committee to consist of at least three members, all of whom are independent. Aetrium intends to seek another qualified individual to serve as an independent director.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Andrew J. Greenshields resigned from the Aetrium board of directors on Friday, December 19, 2008 after more than 23 years of service in order to more fully devote his attentions to his wife, who recently suffered a severe stroke.

---