ITEM 8.01 OTHER EVENTS

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 failed to comply with NASDAQ Listing Rule 5450(b)(3)(C) because the market value of publicly held shares of the Company's common stock had fallen below the minimum $15,000,000 requirement for continued listing for a period of at least 30 consecutive business days.

On September 26, 2012, the Company received a follow-up letter from NASDAQ notifying the Company that NASDAQ has made a determination that, for the 10 consecutive trading days from September 12, 2012 to September 25, 2012, the market value of publicly held shares of the Company's common stock met the minimum $15,000,000 requirement for continued listing. As a result, NASDAQ confirmed that the Company has regained compliance with NASDAQ Listing Rule 5450(b)(3)(C).

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 the bid price for 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.

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