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ONSM > SEC Filings for ONSM > Form 8-K on 10-Oct-2012All Recent SEC Filings

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Form 8-K for ONSTREAM MEDIA CORP


10-Oct-2012

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standar


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

On October 10, 2012 we issued a press release announcing that our Board of Directors has voluntarily decided to move the listing of our common stock from The NASDAQ Capital Market ("NASDAQ") to OTC Markets' OTCQB marketplace ("OTCQB"). We expect that our stock will begin trading on the OTCQB under our ticker symbol "ONSM" effective October 22, 2012.

On October 21, 2011, we received a letter from NASDAQ advising us that for the 30 consecutive trading days preceding the date of the notice, the bid price of our common stock had closed below the $1.00 per share minimum bid price required for continued listing on The NASDAQ Capital Market, pursuant to NASDAQ Listing Rule 5550(a)(2)(a) (the "Bid Price Rule"). The letter stated that we would be provided 180 calendar days, or until April 18th, 2012, to regain compliance with the Bid Price Rule, which deadline was subsequently extended on a one-time basis to October 15, 2012. To regain compliance, the closing bid price of our common stock would need to be at least $1.00 per share for a minimum of ten consecutive business days prior to that date.

We carefully evaluated our options to maintain our listing on NASDAQ, including whether or not to implement a reverse split to satisfy the $1.00 per share minimum bid price requirement, and concluded that it was not in the best interest of our shareholders. Accordingly, our Board has determined that we will not regain compliance with the Bid Price Rule before the October 15, 2012 deadline.

A copy of the press release, which is incorporated herein by reference, is attached to this Current Report on Form 8-K as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No. Description

99.1 Press release dated October 10, 2012

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