UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): February 1120, 2014

PROSPECT GLOBAL RESOURCES INC.

(Exact name of registrant as specified in its charter)

Nevada		~~001~~000-~~35590~~54438		26-3024783
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1401 17th Street
1621 18th Street
Suite 1550
Suite 260
Denver, CO		80202
(Address of Principal Executive Offices)		(Zip Code)

(303) 990-8444

(Registrant’s telephone number, including area code)

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 3.~~03.~~01 ~~Material~~Notice ~~Modification~~of Delisting or Failure to ~~Rights~~Satisfy ofa ~~Security~~Continued ~~Holders~~Listing Rule or Standard; Transfer of Listing.

~~Effective~~On ~~February 11~~April 25, ~~2014~~2013, we ~~and~~received ~~each~~written ofnotification ~~the~~from ~~holders~~The ofNasdaq ~~approximately~~Stock ~~720,000~~Market ofthat ~~our~~we ~~Series A~~are ~~Warrants~~no ~~issued~~longer in ~~our~~compliance ~~June 26,~~with ~~2013~~Nasdaq ~~public~~Listing ~~offering~~Rule ~~agreed~~5550(b)(2) ~~that~~because wethe ~~would~~market ~~reduce~~value ~~the~~of ~~exercise~~our ~~price~~listed ~~from~~securities ~~$4.05~~has tofallen ~~$1.50~~below inthe ~~exchange~~$35 ~~for~~million ~~these~~minimum ~~warrants~~requirement ~~being~~for ~~exercised~~continued ~~immediately~~listing ~~and~~on the ~~issuance~~Nasdaq ofCapital aMarket ~~new Series A Warrant~~ for ~~each~~a ~~warrant~~period ~~exercised~~of ~~with~~at anleast ~~exercise~~30 ~~price~~consecutive ofbusiness $1days.~~50,~~ ~~exercisable~~Under ~~for~~Nasdaq ~~five~~Listing ~~years~~Rule ~~only~~5810(c)(3)(C), ~~upon~~we ~~stockholder~~had ~~approval~~180 ofcalendar ~~the~~days ~~exercise. Each~~to ofregain ~~the~~compliance. ~~participating~~Compliance ~~warrant~~can ~~holders~~be ~~entered~~achieved ~~into~~by ameeting ~~separate~~the ~~Series A~~$35 ~~Warrant~~million ~~Exercise~~minimum ~~Agreement~~requirement infor ~~the~~market ~~form~~value ~~filed herewith. The exercise price~~ of ~~our~~listed ~~remaining~~securities ~~outstanding~~for ~~Series A~~a ~~Warrants~~minimum ~~automatically~~of ~~adjusted~~10 toconsecutive ~~$1.50~~business ~~pursuant~~days toduring the ~~full ratchet anti~~180-~~dilution~~day ~~terms~~compliance ~~of our remaining outstanding Series A Warrants~~period.

2On October 23, 2013 we received written notification from The Nasdaq Stock Market that we have not regained compliance during that period and that our common stock would be delisted at the open of business on November 1, 2013. We appealed the delisting determination pursuant to a Nasdaq Hearing Panel. The Panel extended the time for us to regain compliance with the market value of listed securities rule to February 28, 2014. This week the Panel, upon our request, extended that date to March 31, 2014.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(d) Exhibits~~We intend to offer up to $25 million of common stock in a public underwritten offering. The offering will be conducted pursuant to a new registration statement to be filed with the Securities and Exchange Commission. The offering is expected to close in March.

Exhibit No.		Description
10.1		Form of Series A Warrant Exercise Agreement

This Current Report on Form 8-K does not constitute an offer of any securities for sale.

SIGNATURE

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

	PROSPECT GLOBAL RESOURCES INC.
	By:	/s/ Damon G. Barber
Date: February 11, 2014		President and Chief Executive Officer
Date: February 20, 2014		President and Chief Executive Officer

~~Exhibit Index~~2

Exhibit No.		Description
10.1		Form of Series A Warrant Exercise Agreement

Filing Compare · PROSPECT GLOBAL RESOURCES INC.