8-K

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

September 15, 2008(September 9, 2008)

Date of Report (Date of earliest event reported)

Sonic Foundry, Inc.

(Exact name of registrant as specified in its chapter)

Maryland	1-14007	39-1783372
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

222 W. Washington Ave
Madison, WI 53703	(608) 443-1600
(Address of principal executive offices)	(Registrant's telephone number)

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 September 15, 2008, Sonic Foundry, Inc. (the “Company”) announced that the Nasdaq Listing Qualifications Staff (the “Staff”) has approved the Company’s request to transfer the listing of its shares from The Nasdaq Global Market to The Nasdaq Capital Market, effective at the open of the market on Tuesday, September 16, 2008.

As previously announced, the Company received notice from the Staff on March 10, 2008, that the Company did not meet the minimum bid price of $1.00 per share, in accordance with Marketplace Rule 4450(a)(5) (the “Rule”) which is required for listing on The Nasdaq Global Market. On September 9, 2008 the Company was notified by the Staff that it had not regained compliance with the Rule during the 180 calendar days provided and that its securities are therefore subject to delisting from The Nasdaq Global Market. On September 12, 2008, the Staff notified the Company that it had met all initial inclusion criteria for The Nasdaq Capital Market set forth in Marketplace Rule 4310(c) (except for the bid price). Accordingly, Nasdaq has provided the Company with an additional 180 calendar day period, or until March 9, 2009, to regain compliance with Nasdaq’s minimum bid price requirement. If, at any time before March 9, 2009, the bid price of the Company’s common stock closes at $1.00 or more per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company is in compliance with the rule.

In response to Nasdaq’s notification, the Company intends to continue to carefully monitor its stock price and consider all options to regain compliance.

The press release of the Company to announce the Staff’s determination and the listing transfer from The Nasdaq Global Market to The Nasdaq Capital Market is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release concerning listing transfer from The Nasdaq Global Market to The Nasdaq Capital Market.

EXHIBIT LIST

NUMBER	DESCRIPTION
99.1	Press release concerning listing transfer from The Nasdaq Global Market to The Nasdaq Capital Market.

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 thereunto duly authorized.

Sonic Foundry, Inc.

(Registrant)

September 15, 2008	By:	/s/ Kenneth A. Minor
		Kenneth A. Minor
		Chief Financial Officer

EX-99.1

Sonic Foundry, Inc. Announces Listing Transfer from

The Nasdaq Global Market to The Nasdaq Capital Market

MADISON, Wis. — September 15, 2008 — Sonic Foundry, Inc. (NASDAQ: SOFO), the recognized market leader for rich media webcasting and knowledge management, today announced that on September 12, 2008, it received a letter from the Nasdaq Listings Qualifications Staff (the “Staff”) stating that it has approved the Company’s request to transfer the listing of its shares from The Nasdaq Global Market to The Nasdaq Capital Market, effective at the open of the market on Tuesday, September 16, 2008. The Nasdaq Capital Market is one of the three market tier designations for Nasdaq-listed stock, and presently includes over 500 companies. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market. Securities listed on The Nasdaq Capital Market satisfy all applicable qualification requirements for Nasdaq securities and all companies listed on The Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq’s corporate governance standards. Sonic Foundry stock will continue to trade under the symbol “SOFO”.

As previously announced, the Company received notice from the Staff on March 10, 2008, that the Company did not meet the minimum bid price of $1.00 per share, in accordance with Marketplace Rule 4450(a)(5) (the “Rule”) which is required for listing on The Nasdaq Global Market. On September 9, 2008 the Company was notified by the Staff that it had not regained compliance with the Rule during the 180 calendar days provided and that its securities are therefore subject to delisting from The Nasdaq Global Market. The transfer to The Nasdaq Capital Market extends the requirement to achieve a minimum $1.00 bid price for at least 10 consecutive business days until March 9, 2009.

In response to Nasdaq’s notification, the Company intends to continue to carefully monitor its stock price and consider all options to regain compliance.

About Sonic Foundry®, Inc.

Sonic Foundry (NASDAQ: SOFO, www.sonicfoundry.com) is the global leader for rich media webcasting and knowledge management, providing enterprise communication solutions for more than 1,200 customers in education, business and government. Powered by Mediasite, the patented webcasting platform which automates the capture, management, delivery and search of lectures, online training and briefings, Sonic Foundry empowers people to transform the way they communicate. Through the Mediasite platform and its Events Services group, the company helps customers connect a dynamic, evolving world of shared knowledge and envisions a future where learners and workers around the globe use webcasting to bridge time and distance, accelerate research and improve performance.

Certain statements contained in this news release regarding matters that are not historical facts may be forward-looking statements. Because such forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, uncertainties pertaining to continued market acceptance for Sonic Foundry's products, its ability to succeed in capturing significant revenues from media services and/or systems, the effect of new competitors in its market, integration of acquired business and other risk factors identified from time to time in its filings with the Securities and Exchange Commission.

Press Contact:

Tammy Kramer

608.237.8592       

tammyk@sonicfoundry.com