Summary of HAUPPAUGE DIGITAL INC

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

On October 1, 2009, Hauppauge Digital, Inc. (the "Company") received a Staff Determination letter from The Nasdaq Stock Market ("Nasdaq"), notifying the Company that Nasdaq had determined to initiate procedures to delist the Company's securities from Nasdaq based on the Company's failure to hold its annual meeting within the time frame allowed under Nasdaq Listing Rule 5620.

On October 6, 2009, the Company submitted to Nasdaq a request for a hearing before a Nasdaq Hearings Panel to appeal the Staff Determination. At the hearing, the Company intends to inform the Hearings Panel of its plans to hold the Company's annual meeting on or about December 9, 2009. In addition, the Company intends to request that, pursuant to Rule 5815(c)(1)(A), the Hearings Panel grant an exception to the relevant continued listing standards set forth in Rule 5620, and that Nasdaq continue to list the Company's securities. The Staff Determination letter stated that the Company's hearing request would stay the delisting of the Company's securities by Nasdaq pending the Hearings Panel's decision. There can be no assurance that the Company's appeal will be successful and that the Hearings Panel will grant the Company's request for continued listing.

If the Company's securities are delisted by Nasdaq, then the market liquidity for such securities would likely be negatively affected, which may make it more difficult for holders to sell such securities in the open market, and the Company could face additional difficulty raising capital necessary for its continued operation. Investors may find it more difficult to dispose of or obtain accurate quotations as to the market value of the Company's securities.

On October 6, 2009, the Company issued a press release announcing that it had received the Staff Determination letter from Nasdaq, and that it had submitted the request for a hearing before a Nasdaq Hearings Panel to appeal the Staff Determination, each as referred to above. A copy of the press release is furnished as Exhibit 99.1 hereto.