UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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): ~~February~~March 207, 2014

PROSPECT GLOBAL RESOURCES INC.

(Exact name of registrant as specified in its charter)

Nevada		~~000~~001-~~54438~~35590		26-3024783
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1621 18th Street
1401 17th Street
Suite 260
Suite 1550
Denver, CO		80202
(Address of Principal Executive Offices)		(Zip Code)

(303) 990-8444

(Registrant’s telephone number, including area code)

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):

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

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

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

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

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

On April 25, 2013, we received written notification from The Nasdaq Stock Market that we are no longer in compliance with Nasdaq Listing Rule 5550(b)(2) because the market value of our listed securities has fallen below the $35 million minimum requirement for continued listing on the Nasdaq Capital Market for a period of at least 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C), we had 180 calendar days to regain compliance. Compliance can be achieved by meeting the $35 million minimum requirement for market value of listed securities for a minimum of 10 consecutive business days during the 180-day compliance period.

On October 23, 2013 we received written notification from The Nasdaq Stock Market that we have not regained compliance during that period and that our common stock would be delisted at the open of business on November 1, 2013. We appealed the delisting determination pursuant to a Nasdaq Hearing Panel. The Panel extended the time for us to regain compliance with the market value of listed securities rule to February 28, 2014. This week the Panel, upon our request, extended that date to March 31, 2014.

Item 8.01 Other Events.

WeOn ~~intend~~March 7, to2014, ~~offer~~we upobtained toan extension of the date by which we may prepay the approximately $25148 million ofwe ~~common~~owe ~~stock~~under inour asenior ~~public~~secured ~~underwritten~~debt ~~offering. The~~to ~~offering~~the ~~will~~Karlsson beGroup ~~conducted~~for ~~pursuant~~$25 million from March 10, 2014 to aMarch ~~new~~13, ~~registration~~2014. We ~~statement~~are continuing to benegotiate ~~filed~~ with the ~~Securities~~Karlsson ~~and~~Group ~~Exchange~~to ~~Commission. The~~further ~~offering~~extend isthis ~~expected~~date to ~~close~~enable inus ~~March~~to raise sufficient funds to meet make the prepayment.

~~This~~Item ~~Current~~9.01. ~~Report~~Financial onStatements ~~Form 8-K~~and ~~does not constitute an offer of any securities for sale~~Exhibits.

~~SIGNATURE~~(d) Exhibits

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

Exhibit No.		Description
10.1		Ninth Amendment to Senior First Priority Secured Promissory Note
10.2		Reaffirmation of Loan Documents

	PROSPECT GLOBAL RESOURCES INC.
	By:	/s/ Damon Barber
Date: February 20, 2014		President and Chief Executive Officer

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROSPECT GLOBAL RESOURCES INC.

	By:	/s/ Damon G. Barber
Date: March 10, 2014		President and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
10.1		Ninth Amendment to Senior First Priority Secured Promissory Note
10.2		Reaffirmation of Loan Documents

Filing Compare · PROSPECT GLOBAL RESOURCES INC.