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

As previously disclosed, on February 28, 2012, Dialogic Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market ("Staff"), notifying it that, for the prior 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the "Bid Price Rule"), and that it would be given 180 calendar days, or until August 27, 2012, to regain compliance with the Bid Price Rule. On August 28, 2012, the Company received a Staff Determination Letter from Staff notifying it that the Company has not regained compliance with the Bid Price Rule, and is not eligible for a second 180 calendar day compliance period.

The August 28, 2012 Staff Determination Letter stated that the Company's securities will be scheduled for delisting from The NASDAQ Global Market and will be suspended at the opening of business on September 6, 2012 unless the Company requests an appeal of Staff's decision to the Hearings Panel (the "Panel") in accordance with the procedures set forth in the NASDAQ Listing Rule 5800 Series. Accordingly, the Company has requested a hearing before the Panel; this request has already been granted, and a hearing has been scheduled for October 4, 2012. Moreover, under the NASDAQ Listing Rules, and as has already been confirmed to the Company, this request for a hearing has automatically stayed the delisting of the Company's common stock pending the issuance of a determination by the Panel. In addition, the Company has scheduled a special meeting of its stockholders on September 14, 2012 to approve a proposed amendment to the Company's certificate of incorporation to effect a reverse split of the Company's outstanding shares of common stock by a ratio of five to one, which is expected to bring the Company into compliance with the Bid Price Rule in advance of its scheduled appeal hearing. However, there can be no assurance that the Company's appeal would be successful.

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