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): ~~December~~July 10, ~~2013~~2014

AMBIENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23723	98-0166007
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 WELLS AVENUE, SUITE 11, NEWTON, MASSACHUSETTS, 02459

(Address of principal executive offices, including Zip Code)

617- 332-0004

(Registrant's telephone number, including area code)

(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):

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 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~December~~April 1017, ~~2013~~2014, Ambient Corporation (the ~~Compensation~~“Company”) ~~Committee~~received ofa letter from the ~~Board~~Listing ofQualifications ~~Directors~~ Department of ~~Ambient~~the ~~Corporation~~Nasdaq (Stock ~~the~~Market (“~~Company~~NASDAQ”) ~~approved~~indicating ~~grants~~that ofthe ~~restricted~~Company ~~stock~~no ~~units~~longer ~~(“Restricted~~complies ~~Stock~~with ~~Units”)~~the minimum stockholders’ equity requirement for ancontinued ~~aggregate~~listing ofon ~~120,036~~the ~~shares~~NASDAQ ofCapital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the ~~Company~~NASDAQ Capital Market to maintain stockholders’s ~~common~~equity ~~stock,~~of ~~par~~at ~~value~~least $02.~~001~~5 ~~per~~million. ~~share,~~NASDAQ torequested ~~executive~~that ~~officers, pursuant~~the Company submit a plan (the “Plan”) to return to compliance with the ~~Company~~minimum stockholders’s ~~2012~~equity ~~Stock~~listing ~~Incentive~~requirement. ~~Plan~~The receipt of this letter was previously disclosed by the Company in a report on a Form 8-K on April 24, 2014.

~~The~~ On June 10, 2014 the Company’s ~~Chief~~submitted ~~Executive~~to ~~Officer,~~the ~~President,~~Staff ~~and~~a ~~Chairman,~~Plan ~~John~~to Jregain compliance with the Rule. ~~Joyce,~~On ~~received~~July 6210,~~876~~ ~~Restricted~~2014, ~~Stock~~NASDAQ ~~Units,~~provided ~~and~~written ~~Michael~~notification ~~Quarella,~~to the Company that the Staff has determined to deny the Company’s ~~Chief~~request ~~Operating~~for ~~Officer,~~an ~~received~~extension ~~57,160 Restricted~~of ~~Stock~~time ~~Units~~to regain compliance. ~~Each~~The ofCompany ~~Messrs.~~may ~~Joyce~~appeal ~~and~~this ~~Quarella~~determination ~~has~~which ~~elected~~would tobe ~~forfeit~~reviewed anby ~~equal~~a ~~number~~hearings ofpanel. ~~restricted~~Absent such appeal, the Company’s common stock ~~units~~will be delisted from the ~~award~~Nasdaq ofCapital ~~restricted~~Market ~~stock~~at ~~units~~the ~~previously~~opening ~~awarded~~of tobusiness ~~them~~ on ~~June~~July 2721, ~~2013,~~2014. ~~scheduled~~The toCompany ~~vest~~does ~~between~~not ~~December~~plan ~~13,~~to ~~2013,~~appeal ~~and~~this ~~April 2, 2014~~determination.

~~The~~Following ~~Restricted~~the ~~Stock~~delisting ~~Units~~of ~~awarded~~the ~~are~~Company’s ~~scheduled~~common stock, the Company expects to ~~vest~~be eligible for quotation on the OTC Bulletin Board, a regulated quotation service that displays real-time quotes, last sale prices and volume information in ~~four~~over-the-counter ~~equal~~securities. ~~installments~~However, quotation on ~~each~~the ofOTC Bulletin Board will depend on whether one or more market makers successfully apply to quote the ~~following~~Company’s ~~vesting~~securities. ~~dates,~~No ~~provided~~assurance can be given that market makers currently making a market in the ~~officer~~Company’s issecurities ~~employed~~will bycontinue to make a market in the Company’s common stock or that the Company’s common stock will continue to be eligible for quotation on the ~~applicable~~OTC ~~vesting~~Bulletin ~~date:~~Board. ~~August~~If 1,the ~~2014,~~Company’s ~~August~~common ~~18,~~stock ~~2014,~~is ~~August~~not ~~29,~~quoted ~~2014,~~on ~~and~~the ~~September~~OTC 12Bulletin Board beginning on July 21, 2014., In the ~~event~~Company ofexpects that the ~~termination~~common ofstock will trade on the ~~employment~~Pink ~~for~~Sheets, ~~any~~a ~~reason~~real-time ~~other~~quotation ~~than~~service ~~cause~~maintained by Pink Sheets LLC, ~~and~~beginning inon ~~certain~~July ~~cases~~21, of2014. aThe ~~change~~Company incannot, ~~control~~however, ~~then~~provide any assurance that its common stock will be quoted on the ~~unvested~~OTC ~~portions~~Bulletin ofBoard, or in any other quotation service, following the ~~awards~~delisting ~~are~~from tothe ~~vest~~Nasdaq ~~immediately~~Stock Market.

~~Item 9.01. Financial Statements and Exhibits~~2

(d) Exhibits

None

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.

	AMBIENT CORPORATION
Dated: December 13, 2013	By:	/s/ John J. Joyce
Dated: July 15, 2014	By:	/s/ John J. Joyce
		John J. Joyce
		Chief Executive Officer

Filing Compare · AMBIENT CORP /NY