Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 20, 2013 , Elephant Communications Corp. (the "Company") received a notice from NYSE MKT LLC (the "Exchange") indicating that the Company no longer satisfies the continued listing standards of the Exchange set forth in Section 802(a) and 803(B)(2)(a) of the Exchange's Company Guide (the "Company Guide"). These rules require that a majority of the Company's Board of Directors (the "Board") consist of independent directors, and that the Audit Committee of the Board be comprised of at least three independent members. The Company received the notice in connection with the resignation of Charles Levine from the Board on December 18, 2013 , and non-reelection of Phil Hickman to the Board at the Company's Annual Meeting of Stockholders on December 18, 2013 . As a result, a majority of the directors on the Board are not independent as required under Section 802(a) of the NYSE MKT Company Guide and the Company's Audit Committee is no longer comprised of three independent members as required under Section 803(B)(2)(a) of the NYSE MKT Company Guide. Pursuant to Sections 802(b) and 803(B)(6)(b) of the Company Guide, the Company will have until the earlier of its next Annual Meeting of Stockholders or December 18, 2014 (such earlier date, the "Compliance Date"). However, if the Company were to hold its next Annual Meeting of Stockholders before June 16, 2014 , then the Compliance Date would instead be June 16, 2014 . The Exchange's notice has no immediate effect on the listing of the Company's common stock on the Exchange. The Company is identifying and evaluating candidates to fill its two independent director vacancies, with a focus on candidates who will represent the best interests of the Company's stockholders and who will also have relevant industry experience to contribute to the Board's strategic guidance of the Company. The Company expects to regain compliance with the continued listing standards no later than the Compliance Date. Item 7.01 Regulation FD Disclosure. The Company issued a press release on December 27, 2013 announcing receipt of the Exchange's notice on December 20, 2013 . A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information under Item 7.01 of this Form 8-K and set forth in the attached Exhibit 99.1, is intended to be furnished under and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Exhibits Exhibit No. Description 99.1 Press Release, dated December 27, 2013 .
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