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

On September 10, 2009, Koss Corporation (the "Company") received notice from the Nasdaq Stock Market ("Nasdaq") that it no longer meets the minimum 750,000 publicly held shares requirement for The Nasdaq Global Market under Listing Rule 5450(b)(1)(B). Based on the Company's Form DEF 14A filed with the Securities Exchange Commission on September 4, 2009, Nasdaq's staff calculated the number of the Company's publicly held shares as 688,896. For purposes of the listing requirement, publicly held shares means total shares outstanding less any shares held by officers, directors, or beneficial owners of 10 percent or more.

Under Nasdaq's listing rules, the Company has 15 calendar days to submit a plan to regain compliance. If the compliance plan is accepted, Nasdaq can grant an extension of up to 105 calendar days for the Company to evidence compliance. If the compliance plan is not accepted, the Company will have the opportunity to appeal that decision to Nasdaq's Listing Qualifications panel.

The Company is currently considering actions that will allow it to regain compliance with Nasdaq's continued listing standards and maintain its Nasdaq listing. There is no assurance that the Company will be able to take any of these actions or that any of the actions will be sufficient to allow the Company's Nasdaq listing to continue or for how long such listing will continue. If the Company is unsuccessful in maintaining its Nasdaq listing, then the Company may pursue listing and trading of the Company's common stock on the Over-The-Counter Bulletin Board or another securities exchange or association with different listing standards than Nasdaq.

A copy of the press release announcing the notification from Nasdaq is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated September 16, 2009, announcing notification from the Listing Qualifications Department of the Nasdaq Stock Market.

---