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): June 20, 2007

Langer, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12991 (Commission File Number) 11-2239561 (IRS Employer Identification Number)

450 Commack Road, Deer Park, New York (Address of principal executive offices) 11729-4510 (Zip Code)

Registrant’s telephone number, including area code: 631-667-1200

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

2007 Stock Incentive Plan

On June 20, 2007, at the 2007 Annual Meeting of Stockholders of Langer, Inc. (the “Company”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, voted to approve the 2007 Stock Incentive Plan (the “2007 Stock Incentive Plan”). Under the 2007 Stock Incentive Plan, 2,000,000 shares of the Company’s common stock will be initially reserved for issuance and available for awards, subject to an automatic annual increases equal to 4% of the total number of shares of the Company’s common stock outstanding at the beginning of each fiscal year. Awards under the 2007 Stock Incentive Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted units and performance awards, provided that no more than 1,500,000 shares may be awarded in the form of restricted shares, restricted units or performance awards, subject to an automatic annual increase of 75% of the total number of shares by which the total number of shares available under the plan is automatically increased. Awards under the 2007 Stock Incentive Plan may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any subsidiary of the Company. The 2007 Stock Incentive Plan will have a term of ten years expiring on June 20, 2017.

The 2007 Stock Incentive Plan is further described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2007 (the “Proxy Statement”) under the heading “Proposal 2 - Approval and Adoption of the 2007 Stock Incentive Plan,” and such description is incorporated by reference herein. The general description of the principal terms of the 2007 Stock Incentive Plan incorporated herein is qualified in its entirety by the terms of the 2007 Stock Incentive Plan, a copy of which is attached as Appendix A to the Proxy Statement and is incorporated by reference herein.

2007 Annual Incentive Plan

Also at the Company’s 2007 Annual Meeting of Stockholders, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, voted to approve the 2007 Annual Incentive Plan (the “2007 Annual Incentive Plan”). The 2007 Annual Incentive Plan will enable the Company to award certain executive officers of the Company or any subsidiary of the Company, with “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, which will enable the Company to deduct such compensation from its taxable income.

The 2007 Annual Incentive Plan is further described in the Proxy Statement under the heading “Proposal 3 - Approval of the 2007 Annual Incentive Plan,” and the description is incorporated by reference herein. The general description of the principal terms of the 2007 Annual Incentive Plan incorporated herein is qualified in its entirety by the terms of the 2007 Annual Incentive Plan, a copy of which is attached as Appendix B to the Proxy Statement and is incorporated by reference herein.

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

On June 21, 2007, the Company received a written notice (the "Notice") from the staff of The Nasdaq Stock Market ("Nasdaq") stating, among other things, that the Company is not in compliance with Marketplace Rule 4350 Rule 4350(c)(1), because the Board of Directors no longer consists of a majority of "independent directors" as that term is defined in Rule 4350(c)(1). The Company's non-compliance with the rule resulted when one incumbent director, who was an "independent director" under the rule, did not stand for re-election at the Annual Meeting of Stockholders held June 20, 2007, so that the number of "independent directors" re-elected to the Board at is only 3, out of a total of 6 directors currently on the Board. The Company expects to add one "independent director" to the Board of Directors within the cure period under the rule, which ends on the earlier of (i) June 20, 2008, or (ii) the date of the next annual meeting of stockholders, and thereby come into compliance with the rule.

Item 8.01.Other Events.

The Company issued a press release dated June 26, 2007, with respect to the matter disclosed in Item 3.01 of this Current Report, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

 (d) Exhibits.

10.1 2007 Stock Incentive Plan (incorporated herein by reference to Appendix A of the Langer, Inc., Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2007).

10.2 2007 Annual Incentive Plan (incorporated herein by reference to Appendix B of the Langer, Inc. Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2007).

99.1 Press release dated June 26, 2007, regarding notice from The Nasdaq Stock Market with respect to compliance with continued listing requirements.

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.

Date: June 26, 2007 Langer, Inc.   By:/s/ W. Gray Hudkins  W. Gray Hudkins, President and Chief Executive Officer

Exhibit Index

10.1 2007 Stock Incentive Plan (incorporated herein by reference to Appendix A of the Langer, Inc., Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2007).

10.2 2007 Annual Incentive Plan (incorporated herein by reference to Appendix B of the Langer, Inc. Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2007).

99.1 Press release dated June 26, 2007, regarding notice from The Nasdaq Stock Market with respect to compliance with continued listing requirements.

EX-99.1

Contact:  W. Gray Hudkins President and CEO 631-667-1200

FOR IMMEDIATE RELEASE

Langer, Inc. Announces Receipt of Nasdaq Letter Regarding Listing Requirements

Deer Park, New York - June 26, 2007 - Langer, Inc. (NASDAQ:GAIT, “Langer” or the “Company”) announced that at the Company's Annual Meeting of Stockholders held on June 20, 2007, one of the Company's "independent directors" (as that term is defined in Nasdaq Marketplace Rule 4350(c)(1)) did not stand for re-election to the Board of Directors, and therefore the Company no longer has a Board comprised of a majority of "independent directors" as required by that rule. The Company expects to fill the vacancy with an "independent director" prior to the earlier of (i) June 20, 2008, or (ii) the date of the next annual meeting of stockholders, as required by the rule. On June 21, 2007, the Company received a notice from the staff of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is not currently in compliance with the rule and confirming the time that the Company has to comply with the rule.

Langer, Inc., together with its wholly owned subsidiaries Silipos, Inc., and Regal Medical, Inc., is a leading provider of quality medical products and services targeting the long-term care, orthopedic, orthotic and prosthetic markets. Through its wholly owned subsidiaries Twincraft, Inc., and Silipos, Inc., the Company offers a diverse line of bar soap and other skincare products for the private label retail, medical and therapeutic markets. The Company sells its products primarily in the U.S. and Canada, and in more than 30 other countries, to national, regional, international and independent medical distributors and directly to healthcare professionals. Langer is based in Deer Park, NY, and has additional manufacturing facilitates in Niagara Falls, NY, Winooski, VT, Montreal, Canada, Stoke-on-Trent, UK, and sales and marketing offices in Toronto, Canada, Dallas Texas, and New York, NY.

Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. The Company may use words such as "anticipates," "believes," "plans," "expects," "intends," "future" and similar expressions to identify forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including the Company's 2006 Form 10-K, Proxy Statement for the 2007 Annual Meeting of Stockholders, and recently filed Form 10-Q's and Form 8-K's.

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