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

On June 27, 2012, Dialogic Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market (the "Staff"), notifying it that, for the last 30 consecutive business days, the market value of the Company's publicly held shares has been below the minimum $15.0 million requirement for continued listing on The NASDAQ Global Market pursuant to Listing Rule 5450(b)(3)(C) (the "Market Value Rule").

In accordance with Listing Rule 5810(c)(3)(D), the Company has been given 180 calendar days, or until December 24, 2012, to regain compliance with the Market Value Rule. If at any time before December 24, 2012 the market value of the Company's publicly held shares closes at $15.0 million or more for a minimum of 10 consecutive business days as required under Listing Rule 5810(c)(3)(D), the Staff will provide written notification to the Company that it complies with the Market Value Rule.

If the Company does not regain compliance with the Market Value Rule by December 24, 2012, the Staff will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may either apply for listing on The NASDAQ Capital Market, provided the Company meets the initial inclusion and continued listing requirements of that market as set forth in Listing Rule 5505, or appeal the Staff's delisting determination to a Hearings Panel (the "Panel"). The Company would remain listed pending the Panel's decision. There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Panel, such appeal would be successful.

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