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) ~~January~~ February 3017, 2012

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

OnAs previously disclosed, on January 30, 2012, Tennessee Commerce Bancorp, Inc. (the “Company”) received a letter ~~(the “Notification Letter”)~~ from the NASDAQ OMX Group notifying the Company that it no longer meets the continued listing requirements of the NASDAQ Stock Market, LLC (“NASDAQ”) under Listing Rules 5101, 5110(b) and IM-5101-1. ~~The~~Trading ~~Notification~~in ~~Letter states that, as a result of~~ the ~~closure~~Company’s ofcommon ~~Tennessee~~stock ~~Commerce~~was ~~Bank~~also ~~(the~~halted ~~“Bank”),~~by NASDAQ ~~has~~on ~~concerns~~January 27, ~~about~~2012 and the Company’s ~~ability~~common tostock ~~demonstrate~~was ~~compliance~~suspended ~~with~~from ~~all~~NASDAQ ~~of the requirements for continued listing~~ on ~~NASDAQ~~February 8, as2012. The ~~well as the residual equity interest of the~~ Company’s common ~~stockholders~~stock ~~and,~~has asnot atraded ~~result,~~on ~~the~~NASDAQ ~~Company’s~~since ~~securities~~January 27, ~~will be delisted from NASDAQ~~2012. ~~Accordingly~~On February 17, ~~unless~~2012, the Company ~~requests~~received ana ~~appeal~~related ofnotification ~~this~~that ~~determination,~~its ~~trading of the Company’s~~ common stock ~~will~~would be ~~suspended~~delisted atfrom ~~the~~NASDAQ. NASDAQ ~~opening~~has ofindicated ~~business~~that onit ~~February 8,~~will ~~2012,~~file ~~and~~ a Form 25~~-NSE~~ ~~will be filed~~ with the Securities and Exchange Commission (the “SEC”), ~~which~~to complete the delisting process. Delisting will ~~remove~~become effective ten days after the ~~Company’s~~Form 25 ~~securities~~is ~~from~~filed ~~listing~~with ~~and~~the ~~registration~~SEC onby NASDAQ. The ~~NASDAQ’s~~Company ~~determination~~does isnot ~~based~~intend onto take any action with respect to the ~~following~~actions ~~factors:~~taken by NASDAQ.

~~· Closure~~Item of8.01. ~~the~~Other ~~Bank, which is the Company’s primary asset;~~Events.

~~· Concerns~~Effective ~~about~~on February 8, 2012, the Company’s ~~ability~~common stock began trading on the Pink Sheets under the symbol “TNCC.PK.” Although the Company’s common stock is currently traded on the Pink Sheets, there can be no assurance that it will continue to ~~demonstrate~~trade ~~compliance~~on ~~with~~the ~~all~~Pink ~~requirements~~Sheets for ~~continued~~any ~~listing~~particular ontime period. The Pink Sheets is not a registered stock exchange company, and it is not affiliated with NASDAQ;.

~~· Concerns~~On ~~regarding~~February 22, 2012, the ~~residual~~Company ~~equity~~released ~~interest~~“Frequently ofAsked Questions,” which include further information about the ~~existing~~status ~~listed~~of ~~securities~~the ~~holders;~~Company and its common stock. A copy of those questions is attached hereto as Exhibit 99.1.

~~· Concerns~~Item ~~about~~9.01. ~~the~~Financial ~~Company’s~~Statements ~~pre-existing NASDAQ deficiencies (including its inability to comply with NASDAQ Rule 5250(c)(1)~~ and file its outstanding Form 10-Q for the quarter ended September 30, 2011 and its Form 10-K for the fiscal year ended December 31, 2010 becoming delinquent as a result of the Company’s independent registered public accounting firm withdrawing its prior audit opinion covering the related financial statements)Exhibits.

~~In addition to the Notification Letter, NASDAQ halted trading in the Company’s common stock on January~~(d) ~~27, 2012~~Exhibits. ~~The Company does not intend to take any action with respect to the actions taken by NASDAQ and anticipates that the Company’s common stock will be delisted from NASDAQ.~~

If99.1 Frequently ~~the~~Asked ~~Company~~Questions ~~does~~about ~~not~~Tennessee ~~appeal~~Commerce ~~the NASDAQ staff’s delisting determination~~Bancorp, ~~the Company’s common stock will not be immediately eligible to trade on the OTC Bulletin Board or in the “Pink Sheets~~ Inc.~~” The~~, ~~Company’~~dated ~~common stock may become eligible if a market maker makes an application to register in and quote the security in accordance with SEC Rule~~February ~~15c2-11~~22, ~~and such application is cleared. However, there can be no assurance that the Company’s common stock will become eligible to trade on the OTC Bulletin Board or the “Pink Sheets.”~~2012

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.

	TENNESSEE COMMERCE BANCORP, INC.
	(Registrant)
Date: January 31, 2012
Date: February 22, 2012
	By:	/s/ Frank Perez
		Frank Perez
		Chief Financial Officer

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