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AMBT > SEC Filings for AMBT > Form 8-K on 15-Aug-2012All Recent SEC Filings

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Form 8-K for AMBIENT CORP /NY


15-Aug-2012

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;


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

As previously disclosed in the Form 8-K filed by Ambient Corporation (the "Company") on August 15, 2012, the Company is completing an accounting review and restatement of certain of its previously issued financial results and financial statements which will delay the filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the "Form 10-Q"). The Company filed a Form 12b-25 Notification of Late Filing on August 15, 2012 confirming that it has delayed the filing of the Form 10-Q with the SEC. Accordingly, on August 15, 2012, in accordance with standard procedures related to the delayed filing of the Form 10-Q with the SEC, the Company received a letter from The NASDAQ Stock Market LLC ("NASDAQ") indicating that the Company is not in compliance with the filing requirements for continued listing under NASDAQ Listing Rule 5250(c). The NASDAQ letter notes that the Company is required to submit a plan to regain compliance with NASDAQ's filing requirements for continued listing within 60 calendar days of the date of the NASDAQ notification letter. Upon acceptance of the Company's compliance plan, NASDAQ is permitted to grant an extension of up to 180 days from the Form 10-Q's prescribed filing date for the Company to regain compliance with NASDAQ's filing requirements for continued listing. The NASDAQ notice has no immediate effect on the listing or trading of the Company's common stock on The NASDAQ Capital Market.

The Company continues to work diligently to complete the accounting review and if necessary will submit a plan to regain compliance with NASDAQ's filing requirements within the 60-day deadline. However, the Company expects to file the Form 10-Q upon completion of its accounting review and the restatement of certain of its previously issued financial results and financial statements within the next 15 days.

A press release, dated August 15, 2012, disclosing the Company's receipt of the NASDAQ notification letter is attached as Exhibit 99.1 and is furnished herewith.

This Current Report on Form 8-K contains forward-looking statements. These statements are based on management's current expectations and involve a number of risks and uncertainties, including risks described in our filings with the Securities and Exchange Commission. The Company's actual results may differ materially from the Company's anticipated or expected results and the results in the forward-looking statements.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description

99.1 Press release issued by Ambient Corporation dated as of August 15, 2012.


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