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.

On December 31, 2008, Aetrium received a letter from the Nasdaq Listing Qualifications Department indicating that Aetrium was not in compliance with Nasdaq Marketplace
Rule 4350 with respect to audit committee and board composition requirements as a result of Mr. Greenshields' resignation. On January 7, 2009, Aetrium issued a press release with respect to the foregoing in accordance with Nasdaq Marketplace Rules. A copy of this press release is attached hereto as Exhibit 99.1.

Consistent with Marketplace Rules, Nasdaq has provided Aetrium a cure period in order to regain compliance until (i) the earlier of Aetrium's next annual shareholders' meeting or December 19, 2009, or (ii) if the next annual shareholders' meeting is held before June 17, 2009, then Aetrium must evidence compliance no later than June 17, 2009.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No. Description
99.1 Press Release issued January 7, 2009

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