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) December 21, 2009

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-29079	31-1492857
(Commission File Number)	(IRS Employer Identification No.)

2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio _	45202
(Address of Principal Executive Offices)	(Zip Code)

(513) 651-1190

(Registrant’s Telephone Number, Including Area Code)

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):

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))

Section 3 Securities and Trading Markets

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

     On December 21, 2009, Regent Communications, Inc. (“Regent”) received a notice from The Nasdaq Stock Market (“Nasdaq”) indicating that Regent failed to comply with the minimum market value of publicly held shares requirement set forth in Nasdaq Listing Rule 5450(b)(3)(C) for continued listing of its common stock on The Nasdaq Global Market because the market value of its publicly held shares of its common stock closed under $15.0 million for 30 consecutive business days. The notice also stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), Regent would be provided 90 calendar days, or until March 22, 2010, to regain compliance with the minimum market value of publicly held shares requirement. To regain compliance, the closing market value of Regent’s publicly held shares of its common stock must close at $15.0 million or more for a minimum of 10 consecutive business days prior to the market close on March 22, 2010.

     In the event that Regent does not regain compliance with Nasdaq Listing Rule 5450(b)(3)(C) by March 22, 2010, Nasdaq will provide written notification that Regent’s common stock will be subject to delisting from The Nasdaq Global Market. At that time, Regent may appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel. Alternatively, prior to March 22, 2010, Regent could apply to transfer its common stock to the Nasdaq Capital Market if it satisfies all requirements for initial inclusion on that market, but Regent currently does not meet the stockholders’ equity requirement required for such listing. Accordingly, there can be no assurance that Nasdaq would approve an application for transfer to The Nasdaq Capital Market and/or that Nasdaq would grant any appeal for continued listing, in the event that Regent would seek such relief.

     As previously disclosed by Regent, on November 30, 2009, Regent received written notification from Nasdaq (the “Staff Determination”) that Regent’s common stock would be delisted from The Nasdaq Global Market for failure to comply with Nasdaq’s $1.00 per share minimum bid price requirement unless Regent requested a hearing before a Nasdaq Listing Qualifications Panel. On December 4, 2009, Regent timely requested such a hearing, which request has stayed any action with respect to the Staff Determination regarding the minimum bid price requirement until the Nasdaq Listing Qualifications Panel renders a decision subsequent to the scheduled January 7, 2010 hearing. However, there can be no assurance that Nasdaq will grant the Company’s request for continued listing following that hearing.

     Regent issued the press release attached hereto as Exhibit 99.1 on December 23, 2009 announcing its receipt of the notice from Nasdaq as described above.

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Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release dated December 23, 2009

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Regent Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2009	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

REGENT COMMUNICATIONS RECEIVES
NASDAQ DELISTING NOTIFICATION

Cincinnati, OH — December 23, 2009 — Regent Communications, Inc. (Nasdaq: RGCI) announced today that on December 21, 2009, it received notice from The Nasdaq Stock Market (“Nasdaq”) indicating that Regent failed to comply with the minimum market value of publicly held shares requirement set forth in Nasdaq Listing Rule 5450(b)(3)(C) for continued listing of its common stock on The Nasdaq Global Market because the market value of its publicly held shares of its common stock closed under $15.0 million for 30 consecutive business days. The notice also stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), Regent would be provided 90 calendar days, or until March 22, 2010, to regain compliance with the minimum market value of publicly held shares requirement. To regain compliance, the closing market value of Regent’s publicly held shares of its common stock must close at $15.0 million or more for a minimum of 10 consecutive business days prior to the market close on March 22, 2010.

     In the event that Regent does not regain compliance with Nasdaq Listing Rule 5450(b)(3)(C) by March 22, 2010, Nasdaq will provide written notification that Regent’s common stock will be subject to delisting from The Nasdaq Global Market. At that time, Regent may appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel. Alternatively, prior to March 22, 2010, Regent could apply to transfer its common stock to the Nasdaq Capital Market if it satisfies all requirements for initial inclusion on that market, but Regent currently does not meet the stockholders’ equity requirement required for such listing. Accordingly, there can be no assurance that Nasdaq would approve an application for transfer to The Nasdaq Capital Market and/or that Nasdaq would grant any appeal for continued listing, in the event that Regent would seek such relief.

     As previously disclosed by Regent, on November 30, 2009, Regent received written notification from Nasdaq (the “Staff Determination”) that Regent’s common stock would be delisted from The Nasdaq Global Market for failure to comply with Nasdaq’s $1.00 per share minimum bid price requirement unless Regent requested a hearing before a Nasdaq Listing Qualifications Panel. On December 4, 2009, Regent timely requested such a hearing, which request has stayed any action with respect to the Staff Determination regarding the minimum bid price requirement until the Nasdaq Listing Qualifications Panel renders a decision subsequent to the scheduled January 7, 2010 hearing. However, there can be no assurance that Nasdaq will grant the Company’s request for continued listing following that hearing.

About Regent Communications

     Regent Communications, Inc. is a radio broadcasting company focused on acquiring, developing and operating radio stations in mid-sized markets. Regent owns and operates 62 stations located in 13 markets. Regent’s shares are traded on the Nasdaq Stock Market under the symbol “RGCI.”

This press release includes certain forward-looking statements with respect to Regent Communications, Inc. for which it claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties and include statements preceded by, followed by or that include words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although Regent believes expectations reflected in these forward-looking statements are based on reasonable assumptions, such statements are influenced by financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations. Actual results and developments may differ materially from those conveyed in the forward-looking statements based on various factors including, but not limited to: changes in economic, business and market conditions affecting the radio broadcast industry, the markets in which we operate, and nationally; increased competition for attractive radio properties and advertising dollars; increased competition from emerging technologies; fluctuations in the cost of operating radio properties; the Company’s ability to manage growth; the Company’s ability to effectively integrate its acquisitions; potential costs relating to stockholder demands; changes in the regulatory climate affecting radio broadcast companies; cancellations, disruptions or postponement of advertising schedules in response to national or world events; and the Company’s ability to regain and maintain compliance with the terms of its credit facilities or to refinance or restructure such obligations. Further information on other factors that could affect the financial results of Regent Communications, Inc. is included in Regent’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Regent Communications, Inc.

Contact:
Tony Vasconcellos	Chris Plunkett
Executive Vice President and Chief Financial Officer	Brainerd Communicators, Inc.
Regent Communications, Inc.	212-986-6667
859-292-0030