UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 814, 2011

TENNESSEE COMMERCE BANCORP, INC.

(Exact name of registrant as specified in its charter)

TENNESSEE	000-51281	62-1815881
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

381 Mallory Station Road, Suite 207, Franklin, Tennessee		37067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (615) 599-2274

n/a

(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:

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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Pursuant~~On ~~to the terms of a Supervisory Prompt Corrective Action Directive (the “Directive”) issued on November~~December 214, 2011 ~~by the Federal Deposit Insurance Corporation (the “FDIC”) to Tennessee Commerce Bank (the “Bank”)~~, ~~a wholly-owned subsidiary of~~ Tennessee Commerce Bancorp, Inc. (the “Company”), ~~the~~was ~~Bank~~notified ~~was~~by ~~required~~the toNASDAQ ~~increase~~Stock ~~its~~Market, ~~capital~~LLC to(“NASDAQ”) athat ~~level~~it ~~sufficient~~is tonot ~~restore~~in ~~the~~compliance ~~Bank~~with tothe anNASDAQ ~~“adequately~~Global ~~capitalized”~~Market ~~status~~requirement ~~and~~that ~~applicable~~listed ~~FDIC~~securities ~~regulations~~maintain bya ~~December 2,~~minimum ~~2011~~market orvalue ~~take~~of ~~any~~publicly ~~necessary~~held ~~action~~shares toof ~~result~~$5.0 inmillion ~~the~~(excluding ~~Bank’s~~shares ~~acquisition~~held by ~~another~~directors, ~~insured~~officers ~~depository~~and ~~institution~~10% ~~holding~~shareholders), ~~company~~contained orin toNASDAQ ~~merge~~listing ~~with another insured depository institution~~rule 5450(b)(1)(C).

The ~~Bank~~Company ~~did~~has ~~not~~until ~~regain~~June 11, ~~“adequately~~2012 ~~capitalized”~~to ~~status~~meet by the ~~December 2nd deadline. We~~minimum ~~continue~~market tovalue ~~work~~requirement ~~with~~or ~~our~~its ~~financial~~common ~~advisor~~stock towill ~~assist~~be ussubject into ~~exploring~~delisting. The ~~and~~Company ~~evaluating~~could ~~every~~regain ~~possible~~compliance ~~strategic~~with ~~alternative~~the ~~that~~requirements ~~would~~of ~~allow~~ the ~~Bank~~NASDAQ toGlobal ~~comply~~Market ~~with~~if the ~~Directive. Nevertheless,~~market ~~the~~value ~~Company~~of ~~may~~its ~~not~~common bestock ~~able~~rises to ~~find~~$5.0 amillion ~~viable~~or ~~alternative,~~greater ~~and~~for ifa nominimum ~~such~~of ~~alternative~~ten isconsecutive ~~found,~~business itdays isbefore ~~likely that~~ the ~~FDIC~~end ~~will be appointed as a conservator or receiver~~ of the ~~Bank~~compliance period.

~~Caution~~Alternatively, ~~about~~the ~~forward-looking~~Company ~~statements~~may apply to transfer the listing of its common stock from the NASDAQ Global Market to the NASDAQ Capital Market, provided it meets the requirements to list on that market, including the minimum market value of publicly held shares of $1.0 million. For now, the Company’s common stock will continue to trade on the NASDAQ Global Market.

~~Certain~~Caution ~~information~~about ~~contained herein may include “~~forward-looking statements.” These forward-looking statements relate to finding a viable strategic alternative to allow the Bank to comply with the Directive. There can be no assurance that the Bank will be able to find a viable strategic alternative or comply with the Directive. Factors that could cause actual events to differ from those expressed or implied by such forward-looking statements include the cautionary language under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as amended, the Company’s Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2011 and June 30, 2011, and other filings made with the Securities and Exchange Commission.

2Certain information contained herein may include “forward-looking statements.” These forward-looking statements relate to regaining compliance with NASDAQ’s requirements and applying to transfer the listing of the Company’s common stock to the NASDAQ Capital Market. There can be no assurance that the Company will be able to regain compliance with NASDAQ’s requirements or that any transfer of listing application to the NASDAQ Capital Market will be granted. Factors that could cause actual events to differ from those expressed or implied by such forward-looking statements include the cautionary language under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as amended, the Company’s Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2011 and June 30, 2011, and other filings made with the Securities and Exchange Commission.

~~SIGNATURES~~About Tennessee Commerce Bancorp, Inc.

~~Pursuant~~Tennessee toCommerce Bancorp, Inc. is the ~~requirements~~parent company of Tennessee Commerce Bank (the ~~Securities~~“Bank”). The ~~Exchange~~Bank ~~Act~~provides a wide range of ~~1934,~~banking ~~the~~services ~~registrant~~and ~~has~~is ~~duly~~primarily ~~caused~~focused ~~this~~on ~~report~~business toaccounts. Its becorporate ~~signed~~and banking offices are located in Franklin, Tennessee. The Company’s common stock is traded on ~~its~~the ~~behalf~~NASDAQ byGlobal Market under the ~~undersigned~~symbol ~~hereunto~~“TNCC.” Additional ~~duly~~information ~~authorized~~about Tennessee Commerce Bancorp, Inc. and Tennessee Commerce Bank can be accessed at www.tncommercebank.com.

	TENNESSEE COMMERCE BANCORP, INC.
	(Registrant)
Date: December 8, 2011
	By:	/s/ Frank Perez
		Frank Perez
		Chief Financial Officer

3SIGNATURES

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.

	TENNESSEE COMMERCE BANCORP, INC.
	(Registrant)

Date: December 20, 2011
	By:	/s/ Frank Perez
		Frank Perez
		Chief Financial Officer (Principal Financial and Accounting Officer)

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