UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 1619, 2013

TRANSWITCH CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-25996	06-1236189
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

Three Enterprise Drive

Shelton, Connecticut 06484

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (203) 929-8810

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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~August~~December 164, ~~2013~~2012, TranSwitch Corporation (the “Company”) ~~entered~~received ~~into~~ a ~~Securities~~letter ~~Purchase~~from ~~Agreement~~Nasdaq (notifying it that the ~~“Purchase~~closing ~~Agreement”)~~bid ~~with~~price of its acommon ~~certain~~stock ~~institutional~~was ~~investor~~below (the ~~“Buyer”)~~$1.00 tominimum ~~sell~~bid anprice ~~aggregate~~requirement ofand, ~~approximately~~as ~~9.8~~a ~~million~~result, ~~shares~~the ofCompany ~~its common~~no ~~stock~~longer tocomplied with the ~~Buyer~~minimum bid ~~for~~price ~~gross~~requirement ~~proceeds,~~under ~~before~~Listing ~~deducting~~Rule ~~fees~~5550(a)(2). ~~and~~On ~~expenses~~February 26, of2013, ~~approximately~~the ~~$2.5~~Company ~~million~~received ~~(the~~a ~~“Private~~letter from Nasdaq notifying ~~Placement”).~~it ~~Each~~that ~~share~~the ofCompany ~~common~~was ~~stock~~no ~~will~~longer bein ~~sold~~compliance atwith athe ~~purchase~~minimum ~~price~~stockholders’ ofequity $0requirement under Listing Rule 5550(b)(1).~~255.~~ On InJune ~~addition~~6, 2013, the ~~Buyer~~Company ~~agreed~~received ~~to surrender~~a letter from the ~~warrant~~Listing toQualifications ~~purchase~~Department ~~common~~of ~~stock~~Nasdaq advising it ~~holds~~that, inunless ~~exchange~~it appealed the determination, its securities would be scheduled for andelisting. ~~additional~~The ~~900~~Company appealed the determination to a Hearings Panel (the “Panel”),~~000~~ ~~shares~~which automatically stayed the delisting of the Company’s ~~common stock.~~securities Apending ~~copy~~the issuance of ~~the~~a ~~Purchase~~decision ~~Agreement~~by isthe ~~attached~~Panel. ~~hereto~~The asCompany ~~Exhibit~~made ~~10.1~~a ~~and~~presentation isto ~~incorporated~~the ~~herein~~Panel byon ~~reference~~July 11, 2013.

InOn ~~connection~~August ~~with~~21, ~~the Purchase Agreement~~2013, following the Company’s ~~and~~detailed ~~the~~review ~~Buyer~~of ~~entered~~numerous ~~into~~factors, aincluding ~~Registration~~the ~~Rights~~aforementioned ~~Agreement~~Nasdaq ~~(the~~letters ~~“Registration~~and ~~Rights~~hearing, ~~Agreement”).~~the ~~Pursuant~~applicable toNasdaq ~~the~~rules ~~Registration~~and ~~Rights Agreement~~regulations, the ~~Company~~benefits ~~will~~generated ~~provide~~by ~~certain registration rights under~~ the ~~Securities~~maintenance ~~Act~~ of ~~1933,~~ ~~as amended (~~the ~~“Securities Act”)~~listing, ~~and~~the ~~applicable state securities laws. The~~ Company’s ~~will be required~~current toshare ~~file~~price ~~a registration statement (the “Registration Statement”) with the Securities~~ and ~~Exchange~~stockholders’ ~~Commission (the~~equity, ~~“SEC”) within 20 days of the closing date~~ and ~~use its reasonable best efforts to have such Registration Statement declared effective as soon as practicable, but in no event later than 60 days of~~ the ~~closing~~feasibility ~~date~~ of ~~the~~ongoing ~~Private~~compliance ~~Placement (90~~with ~~days in~~ the ~~event~~Nasdaq ~~the~~listing ~~SEC~~requirements, ~~reviews~~ the ~~Registration Statement). A copy of the Registration Rights Agreement is attached hereto~~ asCompany ~~Exhibit~~determined ~~4.1~~to ~~and~~withdraw isits ~~incorporated herein by reference~~appeal.

InAs a ~~connection~~result ~~with~~of the ~~Purchase~~withdrawal ~~Agreement~~of its appeal, the Company ~~and~~received ~~Computershare~~a ~~Trust~~letter ~~Company,~~on ~~N.A.~~August 21, as2013 ~~rights~~from ~~agent~~Nasdaq ~~(“Computershare”),~~stating ~~entered~~that ~~into~~the ~~an amendment~~Company’s ~~(the~~shares ~~“Rights~~would ~~Agreement~~be ~~Amendment”)~~suspended tofrom ~~the~~trading ~~Rights~~on ~~Agreement~~Nasdaq ~~between~~at the ~~Company~~open ~~and~~of ~~Computershare~~business ~~dated~~on ~~October 3~~Thursday, ~~2011~~August ~~(the~~22, ~~“Rights Agreement”)~~2013, toand ~~amend~~that ~~the~~Nasdaq ~~definition~~would offile a ~~“Acquiring~~Form ~~Person”~~25, toNotification ~~exclude~~of ~~the~~Delisting, ~~Buyer and~~with ~~its~~the ~~affiliates~~SEC. ~~Pursuant~~The toCompany ~~the~~will ~~Rights~~continue ~~Agreement~~to ~~Amendment,~~file ~~the~~periodic ~~Buyer~~reports ~~will~~with ~~not~~the beSEC ~~deemed~~ pursuant to bethe anrequirements ~~“Acquiring Person” and no distribution~~ of ~~Rights~~Section 12(~~as defined in the Rights Agreement~~g) ~~will occur as a result~~ of the ~~consummation~~Securities ofExchange ~~the~~Act ~~transactions contemplated by the Purchase Agreement. A copy~~ of ~~the~~1934, ~~Rights Agreement Amendment is attached hereto~~ as ~~Exhibit 4~~amended.~~2 and is incorporated herein by reference.~~

~~The~~Following ~~foregoing~~the ~~descriptions~~ suspension of ~~the~~trading ~~Purchase Agreement~~on Nasdaq, ~~Registration~~the ~~Rights~~Company’s ~~Agreement~~shares ~~and~~will ~~the~~be ~~Rights~~quoted ~~Agreement~~on ~~Amendment~~the doOTCQB ~~not~~tier ~~purport~~of toOTC beMarkets ~~complete~~under ~~and~~its ~~are~~ticker ~~qualified~~symbol in“TXCC”. ~~their~~The ~~entirety~~OTCQB byis ~~reference~~a tomarket ~~Exhibits~~tier ~~10.1,~~for ~~4.1~~OTC-traded companies that are registered and ~~4.2,~~reporting ~~respectively~~with the SEC.

~~Item~~On 3August 19, 2013, the Company issued a press release announcing its determination to delist its shares from Nasdaq.02 ~~Unregistered~~On ~~Sales~~August, 21, 2013, the Company issued a press release correcting its August 19th announcement and announcing its determination to withdraw its appeal. Copies of ~~Equity~~such ~~Securities~~press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The disclosures related to the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.02. The shares of common stock to be sold and issued in connection with the Private Placement (collectively, the “Private Placement Securities”) will not be registered under the Securities Act at the time of sale and, therefore, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For this issuance, the Company will rely on the exemption from federal registration under Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company’s belief that the offer and sale of the Private Placement Securities, have and will not involve a public offering, as the Buyer is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and/or a “qualified institutional buyer” (as such term is defined in Rule 144A of the Securities Act), and no general solicitation has been involved in connection with the Private Placement.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference. The Rights Agreement Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Item 8.01

Other Events.

On August 1921, 2013, the Company closed a previously announced transaction with Ilex Partners, LLC (the “Buyer”) to sell an aggregate of ~~that~~approximately it9.8 ~~entered~~million ~~into~~shares of its common stock to the ~~Private~~Buyer ~~Placement~~for gross proceeds, before deducting fees and expenses, of approximately $2.5 ~~The~~million. ~~Company’s~~A copy of the press release announcing ~~such~~the ~~transaction~~closing is ~~filed~~attached to this Current Report on Form 8-K as Exhibit 99.13 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Exhibit Number		Description
No.		Description
99.1		Press Release of TranSwitch Corporation dated August 19, 2013
4.1		Registration Rights Agreement dated August 16, 2013 by and between TranSwitch Corporation and the investor named therein.
99.2		Press Release of TranSwitch Corporation dated August 21, 2013
4.2		Amendment to Rights Agreement dated August 16, 2013 between TranSwitch Corporation and Computershare Trust Company, N.A.
99.3		Press Release of TranSwitch Corporation dated August 22, 2013
10.1		Securities Purchase Agreement dated August 16, 2013 by and among TranSwitch Corporation and the investor named therein.
99.1		Press Release of TranSwitch Corporation dated August 19, 2013.

SIGNATURES

Pursuant 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.

	TranSwitch Corporation
Date: August 20, 2013	By:	/s/ Robert Bosi
Date: August 22, 2013	By:	/s/ Robert Bosi
		Name: Robert Bosi
		Title: Chief Financial Officer

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