ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On September 17, 2009, Urologix, Inc. (the "Company") received a Staff Deficiency Letter from The Nasdaq Stock Market stating that the Company's stockholders' equity at June 30, 2009 was less than the $10 million minimum in stockholders' equity required for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(b)(1)(A). As stated in the Company's press release issued on August 25, 2009 relating to results of operations for the quarter and year ended June 30, 2009, the Company's stockholders' equity was $9,925,000 at June 30, 2009.

In its letter, Nasdaq staff requested that the Company provide, on or before October 2, 2009, a plan to regain compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Global Market. In its letter, the Nasdaq staff also stated that the Company may consider applying to transfer the Company's securities to The Nasdaq Capital Market as an alternative to attempting to regain compliance with the listing requirements of The Nasdaq Global Market. The Company intends to apply to transfer the listing of its securities to The Nasdaq Capital Market as soon as practicable.

On September 21, 2009, the Company issued a press release, attached hereto as Exhibit 99.1, relating to the Staff Deficiency Letter.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description

99.1 Press Release issued on September 21, 2009.

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