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): August 21, 2008

PROXIM WIRELESS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29053	04-2751645
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

1561 Buckeye Drive, Milpitas, CA	95035
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 383-7600

Not Applicable

(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):

[  ]  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 August 21, 2008, Proxim Wireless Corporation received a Nasdaq Staff Determination indicating that Proxim fails to comply with the minimum bid price requirements for continued listing set forth in Marketplace Rule 4310(c)(4) and that its securities are, therefore, subject to delisting from The Nasdaq Capital Market.  Proxim has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination, which has the effect of staying the determination of the Nasdaq Staff pending the Panel’s decision.  That appeals hearing is currently scheduled for October 23, 2008.  There can be no assurance that the Panel will grant Proxim’s request for continued listing, as to what actions Proxim may take in its efforts to stay listed, as to what actions Proxim may take if its request for continued listing is denied, or as to timing for any of these issues

On August 27, 2008, Proxim issued a press release announcing the matters disclosed in this Item 3.01.  A copy of that press release is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

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 hereunto duly authorized.

	PROXIM WIRELESS CORPORATION
Dated: August 27, 2008	By:	/s/ David L. Renauld
		David L. Renauld
		Vice President

EXHIBIT INDEX

Number	Title
99.1	Press release dated August 27, 2008

2

EX-99.1

Exhibit 99.1

Contact Information:

Brian Sereda

Investor Relations

Proxim Wireless

+1 408 383-7636

ir@proxim.com

Proxim Wireless Appeals Non-Compliance Determination Notice from

NASDAQ Staff

Silicon Valley, August 27, 2008 – Proxim Wireless Corporation (NASDAQ: PRXM), a leading provider of end-to-end broadband wireless systems that deliver the quadruple play, today announced that it received a Nasdaq Staff Determination on August 21, 2008 indicating that Proxim fails to comply with the minimum bid price requirements for continued listing set forth in Marketplace Rule 4310(c)(4) and that its securities are, therefore, subject to delisting from The Nasdaq Capital Market.  Proxim has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination, which has the effect of staying the determination of the Nasdaq Staff pending the Panel’s decision.  There can be no assurance that the Panel will grant Proxim’s request for continued listing, as to what actions Proxim may take in its efforts to stay listed, as to what actions Proxim may take if its request for continued listing is denied, or as to timing for any of these issues.

About Proxim Wireless

Proxim Wireless Corporation (NASDAQ: PRXM) is a leading provider of end-to-end broadband wireless systems that deliver the quadruple play of voice, video, data and mobility to all organizations today. Our systems enable a variety of wireless applications including security and surveillance, VoIP, last mile access, enterprise LAN connectivity and Point-to-Point backhaul. We have shipped more than 1.8 million wireless devices to more than 235,000 customers worldwide. Proxim is ISO-9001 certified. Information about Proxim can be found at www.proxim.com. For investor relations information, e-mail ir@proxim.com or call +1 408-383-7636.

1561 Buckeye Drive, Milpitas, CA 95035     P 408.383.7600     F 408.383.7680     www.proxim.com