8-K

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 1, 2007

eMagin Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-24757	56-1764501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10500 N.E. 8^thStreet, Suite 1400, Bellevue, WA 98004

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (425)-749-3600

Copies to:

Richard A. Friedman, Esq.

Eric A. Pinero, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

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

As previously reported in the Current Report on Form 8-K of eMagin Corporation (the “Company”) dated as of October 13, 2006, on October 9, 2006, the Company received notice from the American Stock Exchange (the “AMEX”) Listing Qualifications Department, stating that the Company does not meet certain of the AMEX’s continued listing standards as set forth in Part 10 of the AMEX Company Guide (the “Company Guide”). Specifically, pursuant to a review by the AMEX of the Company’s 10-Q for the three and six months ended June 30, 2006, the AMEX has determined that the Company is not in compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the Company Guide, respectively, which state, in relevant part, that the AMEX will normally consider suspending dealings in, or removing from the list, securities of a company that (a) has stockholders' equity of less than $4,000,000 if such company has sustained losses from continuing operations and/or net losses in three of its four most recent fiscal years; or (b) has stockholders' equity of less than $6,000,000 if such company has sustained losses from continuing operations and/or net losses in its five most recent fiscal years, respectively.

On November 6, 2006, the Company submitted a plan advising the AMEX of actions that it will take, which may bring it into compliance with Sections 1003 (a)(ii) and 1003(a)(iii) of the Company Guide within a maximum of 18 months of receipt of the notice letter. The plan included specific milestones, quarterly financial projections, and details relating to any strategic initiatives the Company plans to complete.

As previously reported in the Current Report on Form 8-K of the Company dated as of January 11, 2007, on January 5, 2007 the Company received notice from the staff of the AMEX indicating that it intends to strike the Company’s common stock from listing on AMEX by filing a delisting application with the Securities and Exchange Commission. In its letter, the AMEX stated that it has determined that the Company has failed to comply with the aforementioned continued listing standards.The AMEX rules provide for an appeal of the above decision and the Company requested a hearing in accordance with appropriate procedures as outlined by the Company Guide. The hearing was held on February 27, 2007.

On March 1, 2007, the Company received notice from the AMEX indicating that the AMEX will initiate the delisting process with respect to the Company’s common stock and will suspend trading on March 12, 2007, in accordance with Part 12 of the Company Guide. The Company is taking the necessary steps to have its common stock traded on the Over-the-Counter Bulletin Board.

On March 7, 2007, the Company issued a press release announcing the AMEX notice, a copy of which is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

Not applicable.

(b)   Pro forma financial information.

Not applicable.

(c)   Exhibits.

Exhibit Number	Description
99.1	Press Release of eMagin Corporation dated as of March 7, 2007.

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.

	eMagin Corporation
Date:  March 7, 2007	By:	/s/ K.C. Park
		Dr. K.C. Park
		Interim Chief Executive Officer

EX-99.1

eMagin Plans Move to OTC Bulletin Board

BELLEVUE, Wash., March 7, 2007 - eMagin Corporation has received notice from the American Stock Exchange (AMEX) that the company’s common stock will be de-listed on March 12, 2007. At the same time, the microdisplay company indicated that it is on track for its third consecutive quarter of triple-digit revenue growth and a projected 118% gain in revenues in its last fiscal year.

“The AMEX decision is based on the current value of our shareholders’ equity rather than eMagin’s prospects or current revenue results,” said K.C. Park, Interim CEO and president, eMagin Corporation. “With market makers already in place on the Over the Counter Bulletin Board, we hope to make the move quickly.” Park also noted that eMagin is continuing its efforts to strengthen its prospects through financing, a strategic partnership, or merger and acquisition.

“Even as this action occurs, we are projecting our third consecutive quarter of record revenues,” said Park. In January, the company projected first quarter revenue of approximately $3.5 million, marking its seventh consecutive quarter of revenue growth and an increase of over 110% from the first quarter of 2006. Preliminary revenue results for 2006 project to roughly $8.2 million, an increase 118% increase over the $3.7 million reported in 2005.

Specifically, the AMEX cited the company’s inability to maintain compliance with certain conditions of the AMEX’s continued listing standards. Following eMagin’s submission of a plan of compliance on November 6, 2006, and a hearing before the Listing Qualifications Panel of the AMEX Committee on Securities in February, the AMEX determined that the company does not comply with Sections 1003(a)(ii) and 1003 (a)(iii) of its Company Guide.

About eMagin Corporation

A leader in OLED microdisplay technology, eMagin integrates high-resolution OLED microdisplays with magnifying optics to deliver virtual images comparable to large-screen computer and television displays in portable, low-power, lightweight personal displays. eMagin microdisplays provide near-eye imagery in a variety of products from military, industrial, medical and consumer OEMs. The company's own Z800 3DVisor provides 3D stereovision and headtracking for PC gaming, training and simulation, immersion therapy, and other applications. eMagin's microdisplay manufacturing and R&D operations are co-located with IBM on its campus in East Fishkill, N.Y.  System design facilities and sales and marketing are located in Bellevue, Wash. A sales office is also located in Japan.

Forward Looking Statements

Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the company's control, which may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the company's periodic filings with the Securities and Exchange Commission. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact: Joseph Runde, 425-749-3636, jrunde@emagin.com

Investor Contact: John Atherly, 425-749-3622, jatherly@emagin.com