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

On January 17, 2013, OCZ Technology Group, Inc. ("OCZ") received the anticipated letter from The Nasdaq OMX Group ("Nasdaq") indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Quarterly Report on Form 10-Q for the period ending November 30, 2012 (the "Form 10-Q") with the Securities and Exchange Commission. The Company has delayed the filing of its Form 10-Q pending the completion of its financial review. As previously announced, the Listing Qualifications Staff at Nasdaq, based on the Company's compliance plan, granted the Company an exception until February 28, 2013 to file its Form 10-Q for the period ended August 31, 2012.

The Nasdaq letter notes that the Company is required to submit an update to its original plan to regain compliance with Nasdaq's filing requirements for continued listing no later than February 1, 2013. Upon acceptance of the Company's compliance plan, Nasdaq is permitted to grant an extension of up to 180 days from the initial delinquent filing, or until April 8, 2013, for the Company to regain compliance with Nasdaq's filing requirements for continued listing.

A copy of the press release announcing receipt of the Nasdaq compliance letter is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

A list of exhibits filed herewith is contained on the Exhibit Index which immediately follows the signature page of this Form 8-K and is incorporated herein by reference.