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

Date of Report (Date of earliest event

reported): April 9, 2007

HearUSA, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-11655 (Commission File Number) 22-2748248 (I.R.S. Employer Identification No.)

1250 Northpoint Parkway
West Palm Beach, Florida	33407
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (561) 478-8770

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):

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 1.01.Entry into a Material Definitive Agreement.

On April 9, 2007, HearUSA, Inc. (the “Company”) completed a transaction with the holders of the Company’s 2003 Subordinated Convertible Notes. The participating holders converted $5.4 million of the outstanding principal of the notes into 3.1 million shares of the Company’s common stock at $1.75 per share in accordance with the original agreement as contemplated by the Notes. The Company made cash payments to the participating holders of notes for the remaining principal balance of $409,000, canceling such Notes. One of the 2003 investors did not participate in the transaction. The Company paid that investor $375,000 of principal, leaving approximately $42,000 in principal unpaid, which principal payment will be due in June 2007 at which time the Company expects to make such payment and retire that Note. As part of the transaction with the participating 2003 note holders, the Company reduced the exercise price of the outstanding warrants held by those investors and the investors agreed to exercise their warrants using cash (as opposed to using the “cashless” exercise feature of the original warrant). The participating investors exercised all of those warrants for an aggregate of approximately $1.7 million and the Company issued 2.5 million warrant shares.

On April 10, 2007, the Company issued a press release concerning this transaction. A copy of that press release is being furnished with this Form 8-K as Exhibit 99.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided above in Item 1.01 is incorporated in this Item 3.02 by this reference. The Company issued the common stock upon conversion of the convertible notes and exercise of the warrants in a private placement to an accredited investor in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated by the Securities and Exchange Commission.

Item 9.01.Financial Statements and Exhibits

(d)

Exhibit 99.1 Press Release of the Company issued April 10, 2007 furnished with this Form 8-K.

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.

	HearUSA, Inc. (Registrant)
Date: April 13, 2007	By:	/s/ Stephen J. Hansbrough
		Name: Stephen J. Hansbrough Title: President & Chief Executive Officer

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
CONTACTS:
Paul A. Brown, M.D., Founder and Chairman	Alisa Steinberg (Media)
Stephen J. Hansbrough, CEO	Stephen D. Axelrod, CFA
HearUSA, Inc.	Wolfe Axelrod Weinberger Assoc. LLC
Tel. (561) 478-8770	Tel. (212) 370-4500 Fax (212) 370-4505

HEARUSA RESTRUCTURES BALANCE SHEET TO REDUCE DEBT

- $6.2 Million of Long Term Debt Eliminated -

$625,000 of Quarterly Cash Payments and Interest Eliminated -

West Palm Beach, Florida, April 10, 2007 -- HearUSA, Inc. (AMEX: EAR) today announced that it has completed a transaction with the holders of the Company’s 2003 Subordinated Convertible Notes. The participating holders converted $5.4 million of the outstanding principal of the notes into shares of the Company’s common stock at $1.75 per share in accordance with the original agreement as contemplated by the Notes. The Company made cash payments to the participating holders of notes for the remaining principal balance of $409,000, canceling such Notes. One of the 2003 investors did not participate in the transaction. The Company paid that investor $375,000 of principal, leaving approximately $42,000 in principal unpaid. As part of the transaction, the Company adjusted the exercise price of the outstanding warrants held by the investors and the participating investors exercised all of those warrants for cash. The Company issued 2.5 million warrant shares to those warrant holders and received approximately $1.7 million in cash.

The Company will no longer be required to make quarterly principal payments in the amount of $625,000 plus interest to the 2003 note holders. The Company will have one final principal payment to the non-participating investor of approximately $42,000 in June 2007. After making the various payments noted above, the Company will receive net cash of approximately $1 million. The conversion of 14 of the 15 units and the exercise of the warrants combined with the cash pay down will eliminate most of the non-cash debt discount amortization charges and the cash interest expense related to the financing in future periods. These expenses for 2006 totaled approximately $2.6 million, or $0.08 per common share. As a result of the transaction, the Company will take a one-time final non-cash charge of approximately $2.4 million in the second quarter of 2007 resulting from the acceleration in the amortization of the debt discount related to the convertible notes for this transaction and the reduction in the price of the warrants to the investors, which accounted for approximately $1.4 million of the one time charge.

“We are very pleased with this agreement as we believe it is a win-win situation for stockholders and the note holders alike,” stated Stephen J. Hansbrough, President and Chief Executive Officer of HearUSA. “Specifically, this deal is immediately accretive to the Company as it eliminates the quarterly interest expense and non-cash charges related to the notes and brings in additional capital.”

Hansbrough concluded, “These are exciting times for our stockholders. We are very pleased with the direction the Company is heading. Our improved financial results, bolstered by organic growth and a strong acquisition program, combined with today’s news, reflect our long-term commitment to building shareholder value.”

- More -

Management will host a conference call on Tuesday, April 10, 2007 at 4:30pm Eastern. Interested parties may participate in the call by dialing (877) 407-9210; international callers dial (201) 689-8049. The conference call will also be available for replay until Tuesday, April 17, 2007 at midnight. For the replay, please dial (877) 660-6853, for the international participants the access number is (201) 612-7415 (Account #: 286, Conference ID: 237835). There will also be a live web cast that can be accessed at:

http://www.investorcalendar.com/EventPage.asp?ID=115217.

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About HearUSA

HearUSA, Inc. provides hearing care to patients primarily through its company-owned hearing care centers, which offer a complete range of quality hearing aids, with an emphasis on the latest digital technology. HearUSA Centers are located in California, Florida, New York, New Jersey, Massachusetts, Ohio, Michigan, and Missouri and the province of Ontario, Canada. The company also derives revenues from its HearUSA Hearing Care Network, comprised of 1,600 affiliated audiologists in 49 states, as well as its website that enables online purchases of hearing related products, such as batteries, hearing aid accessories and assistive listening devices. For further information, click on "investor information" at HearUSA's website www.hearusa.com.

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