ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On September 7, 2012, Powerwave Technologies, Inc., a Delaware corporation (the "Company"), received a letter from The NASDAQ OMX Group ("NASDAQ") notifying the Company that it fails to comply with NASDAQ Listing Rule 5450(b)(3)(C) because the market value of publicly held shares of the Company's common stock has fallen below the minimum $15,000,000 requirement for continued listing for a period of at least 30 consecutive business days. The NASDAQ letter has no immediate effect on the listing of the Company's common stock.

In accordance with NASDAQ Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until March 6, 2013, to regain compliance with the minimum market value of publicly held shares rule. If at any time before March 6, 2013, the market value of publicly held shares of the Company's common stock is $15,000,000 for a minimum of 10 consecutive business days, the Company will regain compliance with the market value of publicly held shares rule, subject to NASDAQ's discretion to increase this time period. If compliance with the market value of publicly held shares rule cannot be demonstrated by March 6, 2013, NASDAQ will issue a Staff Delisting Determination Letter and the Company's common stock will be subject to delisting from The Nasdaq Global Select Market.

In the event that the Company receives a NASDAQ Staff Delisting Determination Letter, NASDAQ rules permit the Company to appeal any delisting determination to a NASDAQ Hearings Panel. Alternatively, NASDAQ may permit the Company to transfer its common stock to The NASDAQ Capital Market if, at that time, it satisfies the requirements for initial inclusion set forth in NASDAQ Listing Rule 5505. If its application for transfer is approved, the Company would have an additional 180 calendar days to comply with NASDAQ Listing Rule 5450(b)(3)(C) in order to remain on The NASDAQ Capital Market.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2012, the Company received a letter from NASDAQ notifying the Company that it failed to comply with NASDAQ Listing Rule 5450(a)(1) because the bid price of the Company's common stock closed below $1.00 for 30 consecutive business days prior to June 15, 2012.

The Company will continue to monitor both the bid price for its common stock and the market value of publicly held shares of its common stock, and will continue to assess the various alternatives available to it to allow it to regain compliance with the minimum bid price rule and the market value of publicly held shares rule.

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