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

On January 23, 2013, Urologix, Inc. (the "Company") received a letter from The NASDAQ Stock Market LLC stating that the Company has not regained compliance with the minimum bid price requirement of Rule 5550(a)(2) within the 180 calendar day compliance period that ended on January 22, 2013 and that the Company's common stock is scheduled to be delisted from The Nasdaq Capital Market as of the open of business on February 1, 2013, unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (the "Panel").

Accordingly, the Company intends to timely request a hearing before the Panel at which it will petition for continued listing pending its return to compliance with all applicable listing requirements. The hearing request will stay any suspension or delisting action until the conclusion of the hearing process. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company's common stock will remain listed on The Nasdaq Capital Market following the hearing.

On January 29, 2013, the Company issued a press release relating to the foregoing, which is furnished with this Form 8-K as Exhibit 99.1

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description
99.1 Press release issued by Urologix, Inc. on January 29, 2013