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

On April 20, 2009, Medialink Worldwide Incorporated (the "Company") received notice from the Nasdaq Stock Market that the Company's stockholders' equity of $2,181,000 as of December 31, 2008, was below the minimum requirement of $2,500,000 for continued listing on the Capital Market in accordance with Nasdaq Marketplace Rule 5550(b)(2). Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has 15 calendar days, or until May 5, 2009, to submit a plan to regain compliance. Upon review of the Company's plan to regain compliance, the Nasdaq Stock Market may either grant an extension of time of no longer than 105 days for the Company to regain compliance or issue a notice of delisting.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

Not applicable

(b) Pro forma financial information

Not applicable

(c) Shell company transactions

Not applicable

(d) Exhibits

99.1 Press release of the Company dated April 24, 2009, entitled "Medialink Reports NASDAQ Notification."

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