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): ~~March~~April 199, 2020

QUALSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or other Jurisdiction of

Incorporation or Organization)

001-35810

(Commission File Number)

95-3927330

(I.R.S. Employer Identification No.)

1267 Flynn Road

Camarillo, CA 93012

(Address of principal executive offices) (Zip Code)

(805) 583-7744

(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):

☐ Written communication pursuant to Rule 425 under 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	QBAK	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnThe ~~March~~Board ~~19,~~of ~~2020,~~Directors (the “Board”) of Qualstar Corporation (the “Company”) ~~issued~~has adetermined ~~press~~to ~~release~~voluntarily ~~announcing~~delist the Company’s ~~financial~~common ~~results~~stock ~~for~~from ~~the~~The ~~quarter~~Nasdaq ~~and~~Stock ~~fiscal~~Market, ~~year~~LLC ~~ending~~(“Nasdaq”), ~~December~~and ~~31,~~the ~~2019.~~Company Anotified ~~copy~~Nasdaq of ~~this~~the ~~press~~Board’s ~~release~~determination ison ~~attached~~April ~~hereto~~9, ~~as Exhibit 99~~2020.~~1 to this Current Report on Form 8-K.~~

The ~~information~~Company inintends ~~this~~to ~~report~~file ~~shall~~with ~~not~~the beSecurities ~~deemed~~and Exchange Commission (the “~~filed~~SEC”) ~~for~~on ~~purposes~~or about April 20, 2020, a Form 25, Notification of Removal from Listing and/or Registration under Section 1812(b) of the ~~Securities~~ Exchange Act relating to the delisting of ~~1934,~~the ~~nor~~common ~~shall~~stock. itThe Company expects that its common stock will be ~~deemed~~delisted ~~incorporated~~from byNasdaq ~~reference~~on inor ~~any~~about ~~filing~~April ~~under~~30, 2020. After delisting, the ~~Securities~~Company’s ~~Act~~common ofstock ~~1933~~may orbe ~~the~~eligible ~~Securities~~for ~~Exchange~~quotation ~~Act~~on the Pink tier of ~~1934,~~OTC ~~except~~Markets asGroup ~~shall~~if bemarket ~~expressly~~makers ~~set~~commit ~~forth~~to bymaking ~~specific~~a ~~reference~~market in ~~such~~the aCompany’s ~~filing~~shares. The Company can provide no assurance that trading in its common stock will continue on the OTC Markets Group or otherwise.

~~Item~~Following ~~9.01.~~the ~~Financial~~delisting ~~Statements~~from Nasdaq, the Company intends to file with the SEC a Form 15 requesting the suspension of the Company’s reporting obligations under Sections 12(a) and ~~Exhibits~~15(d) of the Exchange Act and deregistration of its common stock under Section 12(g) of the Exchange Act.

~~(d)~~On ~~Exhibits~~April 9, 2020, the Company issued a press release announcing its intention to delist from Nasdaq and providing additional information about the reasons for the Board’s decision. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

	Exhibit No.	Description
	99.1	Press release of Qualstar Corporation dated March 19, 2020.*

Item 9.01

Financial Statements and Exhibits.

* This exhibit is furnished, not filed.(d) Exhibits

~~SIGNATURES~~The following exhibits are filed as part of this Current Report on Form 8-K:

~~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.~~Exhibit

	QUALSTAR CORPORATION
Number	Description
Dated: March 19, 2020	By:	/s/ Steven N. Bronson
99.1	Press Release issued by Qualstar Corporation dated April 9, 2020.
		Name: Steven N. Bronson
		Title: President and Chief Executive 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.

	QUALSTAR CORPORATION


Dated: April 9, 2020	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: President and Chief Executive Officer

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