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): ~~July~~September 722, 2015

LookSmart, Ltd.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-26357	13-3904355
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
555 California Street #324 San Francisco, CA 94105 (Address of principal executive offices)		94105 (Zip Code)
50 California Street, 16th Floor San Francisco, CA 94108 (Address of principal executive offices)		94105 (Zip Code)

Registrant’s telephone number, including area code: (415) 348-7000

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:

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

On ~~July~~September 722, 2015, ~~LookSmart,~~the ~~Ltd.~~Listing Qualifications Staff (the “~~Company~~Staff”) ~~received~~ aof ~~letter~~The ~~from the~~ NASDAQ ~~Listing~~Stock ~~Qualifications~~Market ~~Staff~~LLC (~~the~~ “~~Staff~~NASDAQ”) ~~indicating~~notified LookSmart, ~~that~~Ltd. ~~for~~ (the ~~last~~“Company”) ~~30 consecutive business days~~that, ~~the~~based ~~closing~~upon ~~bid price of~~ the Company’s ~~common~~non-compliance ~~stock~~with ~~has~~the ~~been~~minimum ~~below~~ $12.~~00 per share, the minimum~~5 ~~closing~~million ~~bid~~stockholders’ ~~price~~equity ~~required~~requirement byfor ~~the~~ continued listing ~~requirements~~on ofThe ~~NASDAQ~~Nasdaq Capital Market, as set forth in NASDAQ Listing Rule 5550(ab)~~(2)~~, the Company was subject to delisting from NASDAQ unless it timely requests a hearing before the NASDAQ Hearings Panel (the “~~Rule~~Panel”). The Company plans to request a hearing before the Panel to address the deficiency, which request will stay any delisting action pending the ultimate outcome of the hearing process. The ~~notice~~Panel ~~does~~has the ~~not~~discretion ~~otherwise~~to ~~impact~~grant the Company an additional 180 days from the date of the Staff’s notice to satisfy the applicable listing oncriteria, ~~NASDAQ~~through atMarch ~~this~~21, ~~time~~2016. The Company remains subject to a grace period, through January 3, 2016, to regain compliance with the minimum $1.00 bid price requirement.

InAs ~~accordance~~previously ~~with~~disclosed, ~~Listing~~the ~~Rule~~Company ~~5810~~has entered into an Agreement and Plan of Merger (cthe “Merger Agreement”) with Pyxis Tankers Inc. (3“Pyxis”)~~(A)~~, the consummation of which will require the ~~Company~~combined ~~has~~entity ~~been~~to ~~granted~~satisfy ~~180~~the ~~calendar~~requirements ~~days,~~for orinitial ~~until~~listing ~~January~~on 3,NASDAQ. ~~2016,~~Pyxis has filed an application to ~~regain~~list ~~compliance~~the combined entity’s securities on NASDAQ concurrent with the ~~Rule~~completion (of the ~~“Compliance Period”)~~merger. If Tothe ~~regain~~transactions ~~compliance,~~contemplated by the ~~closing~~Merger ~~bid~~Agreement, ~~price~~which ofare subject to approval by the Company’s ~~common~~stockholders at ~~stock~~a ~~must~~special bemeeting, atare ~~least~~completed, ~~$1.00~~the ~~per share~~holders ~~for~~of athe ~~minimum~~Company’s ofcommon 10stock ~~consecutive~~will ~~business~~receive ~~days,~~securities ~~but~~in ~~generally~~the nocombined entity ~~more~~and ~~than~~each 20share ~~business~~of ~~days,~~the ~~during~~Company’s ~~the~~common ~~Compliance~~stock ~~Period~~will be cancelled.

If the Company does not regain compliance with the Rule by January 3, 2016 NASDAQ will provide written notification to the Company that its common stock may be delisted. However, the Company would be entitled to an additional 180-day period from January 3, 2016 to regain compliance, if, on January 3, 2016, the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement. In that event the Company would need to provide written notice to NASDAQ of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

There is no assurance as to the price at which the Company’s common stock will trade. The Company intends to actively monitor the bid price for its common stock during the compliance period, and if the common stock continues to trade below the minimum bid price required for continued listing, the Company’s board of directors will actively consider its options to regain compliance with the continued listing requirements.

SIGNATURE

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 duly authorized.

		LookSmart, LTD



		By: /s/ Michael Onghai
		Michael Onghai
		Chief Executive Officer

Date: ~~July~~September 1025, 2015

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