UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 231, 2009

ISCO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-22302	36-3688459
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1001 Cambridge Drive
Elk Grove Village, IL		60007
(Address of principal executive offices)		(Zip Code)

(847) 391-9400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 32.0104 ~~Notice~~Triggering ofEvents ~~Delisting~~that Accelerate or ~~Failure~~Increase ~~to Satisfy~~ a ~~Continued~~Direct ~~Listing~~Financial ~~Rule~~Obligation or ~~Standard;~~an ~~Transfer~~Obligation ofunder ~~Listing~~an Off-Balance Sheet Arrangement.

On ~~April~~May 231, 2009, ~~the~~ISCO ~~NYSE~~International, ~~Alternext US~~Inc. ~~LLC~~ ( the “~~Exchange~~Company”), ~~submitted~~received a ~~Form~~notice 25(the “Notice”) tofrom ~~the~~its lenders, Manchester Securities ~~and~~Corporation ~~Exchange~~(“Manchester”) and ~~Commission~~Alexander Finance, L.P. (~~the~~“Alexander,” and together with Manchester, the “~~SEC~~Lenders”) toindicating ~~strike~~that ~~ISCO~~the ~~International~~Lenders have declared an event of default under certain loan documents, ~~Inc.’s~~including certain notes (the “~~Company~~Notes”) ~~common~~ ~~stock~~issued ~~from~~to ~~listing~~the Lenders and ~~registration~~related ondocuments (collectively, the ~~Exchange.~~“Loan ~~The~~Documents”), ~~delisting~~and ~~takes~~have ~~effect~~declared 10the ~~days~~entire ~~after~~outstanding ~~the~~amount ~~filing~~ of the ~~Form~~Notes 25(including ~~with~~principal ~~the~~and interest) ~~SEC~~due and payable. AsThe ~~previously~~declaration of default under the Loan Documents ~~reported~~is based on, among other things, the ~~Company~~Lenders’s ~~common~~determination ~~stock~~that ~~has~~a ~~been~~material adverse ~~quoted~~change onhas occurred in the ~~OTC~~condition, ~~Bulletin~~value ~~Board~~or operation of a material ~~since~~portion ~~February~~of ~~19,~~the ~~2009~~collateral for the outstanding loans. The Lenders called a default under the following Loan Documents:

~~Item 8~~· Seventh Amended and Restated Security Agreement, dated as of August 18, 2008, between the Company, Clarity Communication Systems Inc.~~01 Other Events.~~ and the Lenders;

~~The Company~~· has determined, based on recent information regarding the timing of expected sales and its assessment of current economic conditions, that, in all likelihood, the Company will not achieve its anticipated near term revenue, net income or cash flow targets. The Company currently has approximately $24 million in outstanding indebtedness, in the aggregate, payable to its lenders, Manchester Securities Corporation and Alexander Finance, L.P. (the “Lenders”) under the terms of several notes secured by all of the Company’s ~~assets~~5% ~~(the “Notes”). Approximately~~Senior ~~$14~~Secured ~~million~~Convertible ~~comes~~Notes due ~~under~~June ~~the Notes in August 2009. While discussions continue~~22, ~~as of the date hereof~~2010, ~~neither~~issued ~~of the Lenders has indicated a willingness to provide any additional funding to the Company or to restructure the terms of the Notes. Based~~ on ~~the~~June ~~analysis of its current financial position~~22, ~~the Company has determined that, without additional financing, it will be required to cease operations during the second quarter of 2009.~~2006;

If· there is an occurrence of an “event of default” under the Notes, the Lenders would have the ability to declare all outstanding amounts under the Notes to be immediately due and payable by the Company. The Company does not have the funds necessary to repay the Notes. Therefore, the Lenders would also have the ability to exercise the remedies available under the Notes and applicable law, including taking possession of the Company’s ~~assets.~~Amended ~~Events~~and ~~such~~Restated as7% ~~the~~Senior ~~failure~~Secured byConvertible ~~the Company~~Notes todue ~~file~~August ~~its periodic reports on a timely basis as previously disclosed on its Form 12b-25 filed with the SEC on April~~ 1, 2009, ~~and~~issued ~~its Current Report~~ on ~~Form~~ ~~8-K~~June ~~filed on April 16~~26, ~~2009 or ceasing of Company operations could result in the Lenders’ pursuing their remedies under the Notes.~~2007;

· The Company’s ~~Board~~New ofAmended ~~Directors~~and isRestated ~~currently~~7% ~~considering~~Senior ~~the~~Secured ~~limited~~Convertible ~~options available~~Note todue ~~the~~August ~~Company~~1, ~~beyond the numerous strategic options that have already been explored. However~~2009, ~~the~~issued ~~proceeds~~on ofJanuary ~~any sale of the Company’s assets would not be expected to exceed the amount of indebtedness outstanding under the Notes. At this time~~3, the Company and the Board do not believe that there are any options that would provide any payment to the Company’s stockholders for their shares of stock if the Company continues to be unable to secure new financing or the Lenders exercise their rights under the Notes.2008;

~~Forward-Looking Statements:~~· The Company’s 9 ½% Secured Grid Notes due August 1, 2010, issued on May 29, 2008; and

· The ~~statements~~ contained above include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). When used herein and in future filings by us with the SEC, in our news releases, presentations to securities analysts or investors, and in oral statements made by or with the approval of one of our executive officers, the words or phrases “believes,” “anticipates,” “expects,” “plans,” “seeks,” “intends,” “will likely result,” “estimates,” “projects” or similar expressions are intended to identify such forward-looking statements. These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. Such risks and uncertainties include whether the Company will be able to secure new financing on a timely basis, the ability of the Company to begin operating profitably or to generate positive cash flow even if such financing is obtained, the actual amount of proceeds received should the Company’s ~~assets~~9 be½% ~~sold~~Secured ~~and the~~Convertible ~~other~~Notes ~~factors~~due ~~described~~August ~~in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~1, ~~2007~~2010, ~~and~~issued ~~the subsequent Quarterly Reports~~ on ~~Form~~ ~~10-Q~~August ~~for the quarters ended March 31~~18, ~~June 30 and September 30,~~ 2008.

The Company’s total outstanding indebtedness to the Lenders on April 30, 2009 was approximately $25.2 million. The Notice demanded that payment of such amount be made on or before 5:00 p.m. Central time on May 5, 2009. As disclosed in the Company’s Current Report on Form 8-K filed on April 24, 2009, the Company does not have the funds necessary to repay the Notes.

Also on May 1, 2009, the Company received a letter from the Lenders in which the Lenders proposed to initiate a public UCC foreclosure sale on May 18, 2009 (the “Proposed Sale”). In the letter, the Lenders proposed that a nominee entity owned by the Lenders (“NewCo”) would, if such entity is the successful bidder, obtain substantially all of the Company’s assets in the Proposed Sale, other than the Company’s rights against TAA Group Inc. (the purchaser of the Company’s former subsidiary, Clarity Communication Systems Inc.) and would assume certain of the Company’s liabilities. After the Proposed Sale, assuming NewCo is the successful bidder, the Company would continue to have obligations to the Lenders in an amount equal to the amounts not satisfied by the Proposed Sale.

The Company’s Board of Directors met on May 4, 2009 to discuss the Proposed Sale, and on such date, the Board authorized the Company’s officers to negotiate with the Lenders regarding the Proposed Sale.

Item 2.05 Costs Associated with Exit or Disposal Activities.

The information provided in Item 2.04 of this Current Report on Form 8-K is hereby incorporated into this Item 2.05 by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ISCO INTERNATIONAL, INC.
	By:	/s/ Gary Berger
		Name : Gary Berger
		Name: Gary Berger
		Title : Chief Financial Officer
		Title: Chief Financial Officer
		Date: April 24, 2009
		Date: May 5, 2009

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