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~~October 1931, 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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnThe ~~December~~information 4,described ~~2012, TranSwitch~~in ~~Corporation~~Item (the “Company”) received a letter from Nasdaq notifying it that the closing bid price of its common stock was below the $1.00 minimum bid price requirement and, as a result, the Company no longer complied with the minimum bid price requirement under Listing Rule 5550(a)(2). ~~On February 26, 2013, the Company received a letter from Nasdaq notifying~~03 itbelow ~~that~~is ~~the~~incorporated ~~Company~~herein was no longer in compliance with the minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). On June 6, 2013, the Company received a letter from the Listing Qualifications Department of Nasdaq advising it that, unless it appealed the determination, its securities would be scheduled for delisting. The Company appealed the determination to a Hearings Panel (the “Panel”), which automatically stayed the delisting of the Company’s securities pending the issuance of a decision by ~~the Panel~~reference. ~~The Company made a presentation to the Panel on July 11, 2013.~~

OnItem ~~August~~2.03 ~~21,~~Creation ~~2013, following the Company’s detailed review~~ of ~~numerous~~a ~~factors,~~Direct ~~including~~Financial ~~the~~Obligation ~~aforementioned~~or ~~Nasdaq~~an ~~letters~~Obligation ~~and~~Under ~~hearing,~~an ~~the applicable~~Off-Balance ~~Nasdaq~~Sheet ~~rules~~Arrangement ~~and regulations, the benefits generated by the maintenance~~ of ~~the~~a ~~listing, the Company’s current share price and stockholders’ equity, and the feasibility of ongoing compliance with the Nasdaq listing requirements, the Company determined to withdraw its appeal~~Registrant.

~~As a~~On ~~result~~November of5, ~~the~~2013, ~~withdrawal~~2013, ofTranSwitch ~~its~~Corporation (“TranSwitch”) ~~appeal,~~entered ~~the~~into ~~Company~~an ~~received~~Amended aand ~~letter~~Restated onBusiness ~~August~~Financing 21Agreement (the “Agreement”) with Bridge Bank, ~~2013~~National ~~from~~Association ~~Nasdaq~~(“Bridge ~~stating~~Bank”) ~~that~~dated ~~the~~as ~~Company’s shares~~of ~~would~~November be4, ~~suspended~~2013, ~~from~~together ~~trading~~with oncertain ~~Nasdaq~~other atrelated financing documents (the ~~open~~“Loan ofDocuments”). ~~business~~The onAgreement ~~Thursday,~~amends ~~August~~and ~~22,~~restates ~~2013,~~TranSwitch’s existing Amended and Restated ~~that~~Business ~~Nasdaq~~Financing ~~would~~Agreement ~~file a~~with ~~Form~~Bridge 25Bank, ~~Notification~~dated ofApril ~~Delisting~~4, ~~with~~2011, ~~the~~as ~~SEC~~amended. The ~~Company~~Loan ~~will~~Documents ~~continue~~collectively toprovide a ~~file~~receivables ~~periodic~~financing ~~reports~~facility ~~with~~to ~~the~~TranSwitch ~~SEC~~of ~~pursuant~~ up to $5,000,000 (the ~~requirements~~“Facility”), ofsecured ~~Section~~by ~~12(g)~~substantially ofall the personal ~~Securities~~property ~~Exchange Act~~ of ~~1934~~TranSwitch, asincluding ~~amended~~TranSwitch’s accounts receivable and intellectual property.

~~Following~~Subject to the ~~suspension~~ terms of ~~trading~~the ~~on Nasdaq~~Agreement, availability under the Facility is equal to 80% of the Company’s ~~shares~~eligible ~~will~~accounts bereceivable, ~~quoted~~with onaccount eligibility defined in the ~~OTCQB~~Agreement ~~tier~~and ofsubject ~~OTC~~to ~~Markets~~Bridge ~~under~~Bank’s ~~its~~approval. ~~ticker~~Either ~~symbol~~party ~~“TXCC”~~may terminate the Agreement at any time. ~~The~~ ~~OTCQB~~Upon isany asuch termination, ~~market~~all ~~tier~~loan ~~for~~advances ~~OTC-traded~~under ~~companies~~the ~~that~~Facility ~~are~~would ~~registered~~become due and ~~reporting~~payable ~~with~~upon ~~the~~demand ~~SEC~~by Bridge Bank.

OnExcept ~~August~~as ~~19,~~otherwise ~~2013, the~~set ~~Company~~forth ~~issued~~in athe ~~press~~Agreement, receivables ~~release~~financed ~~announcing~~pursuant ~~its determination~~ to ~~delist~~the ~~its~~Agreement ~~shares~~will ~~from~~bear ~~Nasdaq.~~interest Onat ~~August,~~a ~~21,~~rate ~~2013,~~equal to the ~~Company issued~~higher aof ~~press~~(i) ~~release~~the ~~correcting~~prime ~~its~~rate ~~August~~(as ~~19th~~announced by ~~announcement~~Bridge ~~and~~Bank) ~~announcing~~plus ~~its~~2.75% ~~determination~~or to(ii) ~~withdraw its appeal~~6. ~~Copies~~00%. ofBridge ~~such~~Bank ~~press~~is ~~releases~~also ~~are~~entitled ~~attached~~ to ~~this~~the ~~Current~~payment ~~Report~~of oncertain ~~Form~~fees ~~8-K as Exhibits 99.1~~ and ~~99.2,~~expenses ~~respectively,~~pursuant ~~and are~~to ~~incorporated~~the ~~herein~~Loan ~~by reference~~Documents.

~~Item~~The 8Agreement contains customary representations and warranties, and affirmative and negative covenants for facilities of this type, including certain restrictions on dispositions of TranSwitch’s assets, and incurrence of certain indebtedness and encumbrances.01 ~~Other~~The ~~Events~~Agreement also contains customary events of default, including payment defaults and defaults for a breach of representations and warranties or covenants. If an event of default occurs and is continuing, Bridge Bank has customary rights and remedies under the Agreement, including the right to declare all outstanding indebtedness under the Facility immediately due and payable and ceasing to advance money or extend credit.

OnThe ~~August~~foregoing ~~21,~~description ~~2013, the~~of ~~Company closed a previously announced transaction with Ilex Partners, LLC (~~the ~~“Buyer”) to sell an aggregate of~~Agreement ~~approximately~~is ~~9.8~~qualified ~~million~~in ~~shares of~~ its ~~common~~entirety ~~stock~~by reference to the ~~Buyer~~full ~~for~~text ~~gross proceeds, before deducting fees and expenses,~~ of ~~approximately $2.5 million. A copy of~~ the ~~press~~Agreement, ~~release~~which ~~announcing~~is ~~the~~attached ~~closing~~as isExhibit ~~attached~~10.1 to this Current Report on Form 8-K ~~as Exhibit 99.3~~ and is incorporated ~~herein~~ by reference into this Item 2.03.

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(db) ~~Exhibits~~On October 31, 2013, Faraj Aalaei provided notice that he would resign as a member of TranSwitch’s board of directors and from all committees thereof effective November 15, 2013. Mr. Aalaei’s resignation is not due to any disagreements with TranSwitch regarding its operations, policies or practices.

Exhibit Number		Description
99.1		Press Release of TranSwitch Corporation dated August 19, 2013
99.2		Press Release of TranSwitch Corporation dated August 21, 2013
99.3		Press Release of TranSwitch Corporation dated August 22, 2013

Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

~~Pursuant~~10.1 toAmended ~~the~~and ~~requirements~~Restated ofBusiness ~~the~~Financing ~~Securities~~Agreement ~~Exchange~~by ~~Act of~~and ~~1934,~~between ~~the~~TranSwitch ~~registrant~~Corporation ~~has~~and ~~duly~~Bridge ~~caused~~Bank, ~~this~~National ~~report~~Association, todated beas ~~signed~~of onNovember ~~its~~4, ~~behalf by the undersigned hereunto duly authorized.~~2013

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

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: November 6, 2013	By:	/s/ Robert Bosi
		Name: Robert Bosi
		Title: Chief Financial Officer

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