Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 16, 2009, TLC Vision Corporation (the "Company") received letters from The Nasdaq Stock Market ("Nasdaq") indicating that, for the last 30 consecutive business days, the Company's common shares have not maintained a minimum value of publicly held shares of $15 million as required by Nasdaq Marketplace Rule 5450(b)(2)(C) or 5450(b)(3)(C) (the "MVPHS Rule") and the bid price of the Company's common shares has closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5450(a)(1) (the "Minimum Bid Price Rule"). The Nasdaq letters also state that, if the Company does not regain compliance with the MVPHS Rule by December 15, 2009 or the Minimum Bid Price Rule by March 15, 2010, Nasdaq staff will provide written notification that the Company's common shares will be delisted.
On September 22, 2009, the Company issued a press release announcing the receipt of the notice from Nasdaq. A copy of the press release is attached to this current report as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. Exhibit 99.1 - September 22, 2009 Press Release.

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