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): ~~August~~September 2916, 2016

LIME ENERGY CO.

(Exact name of registrant as specified in charter)

DELAWARE		001-16265		36-4197337
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4 Gateway Center, 4th Floor, 100 Mulberry Street, Newark, NJ 07102

(Address of principal executive offices)

(201) 416-2575
(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:

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

On ~~August~~September 2914, 2016, ~~Lime~~the ~~Energy~~Board ~~Co.~~of Directors (the “~~Company~~Board”) ~~received~~of ~~notice~~Lime ~~from~~Energy ~~The~~Co. ~~Nasdaq Stock Market LLC that a hearing panel has determined to delist~~ (the “Company’s”) ~~shares. Nasdaq~~instructed ~~will suspend trading in~~ the Company’s ~~shares~~management ~~at open of business on August 31, 2016. The Company may request review of the decision by written request~~ to ~~the~~prepare ~~Nasdaq Office of Appeals~~ and ~~Review~~file ~~within~~a 15preliminary ~~days~~proxy ~~from~~statement ~~the~~with ~~notice~~respect ~~date. The~~to ~~Company~~a ~~has~~proposed ~~not~~recapitalization ~~yet~~comprising ~~determined~~three ~~whether or not it intends to appeal.~~steps:

~~The Company currently does not meet the continued listing requirement set forth in Listing Rule 5550(b)(1)~~· first, ~~which requires companies listed on The Nasdaq Capital Market to maintain~~ a ~~minimum~~reverse ofstock ~~$2.5~~split ~~million in stockholders’ equity. The Company reported total assets~~ of ~~$47,548,000 and negative stockholders’ equity of $2,270,000 in its Form 10-Q for~~ the ~~fiscal quarter ended March 31, 2016. The~~ Company ~~also does not meet Nasdaq~~’s ~~alternative~~outstanding ~~requirements~~shares ~~for market value~~ of ~~listed~~common ~~securities~~stock, orat ~~net~~a ~~income~~ratio ~~from~~to ~~continuing~~be ~~operations.~~determined;

~~The Panel’s action follows a hearing on August 25~~· second, ~~2016. At~~ the ~~hearing,~~payment ~~the Company discussed its business model, the events leading to the equity deficiency, its capital structure, and operational and liquidity status. The previously disclosed delay~~ of ~~two key contract renewals, as well as non-~~cash ~~interest~~in ~~and~~lieu ~~revaluation~~of ~~charges~~fractional ~~related~~shares ~~derivative liability on a Note, led~~ to ~~the~~each ~~Company’s~~shareholder ~~current equity position. The Company explained to the Panel~~ that, ~~although~~would ~~shareholder~~otherwise ~~equity~~hold isless ~~negative~~than onone afull ~~GAAP~~share ~~basis, its operations are supported by nearly $11.1 million in book value, assuming conversion~~ of ~~the Company’s outstanding Series C Preferred Stock and Note held by an institutional investor into~~ common stock~~. The noteholder has~~, ~~however,~~after ~~declined~~giving toeffect ~~convert such securities~~ to ~~common~~the ~~equity~~reverse atstock ~~this~~split; ~~time.~~and

~~The~~· third, ~~Company~~a ~~believes~~forward ~~that~~stock itsplit ~~currently~~of ~~has~~all ~~access~~common tostock ~~sufficient liquidity from cash on hand and potential borrowings under its existing line~~ of ~~credit with Heritage Bank (assuming~~ the ~~anticipated renegotiation of certain existing covenants). The~~ Company ~~advised the Panel~~ that itremains ~~does~~outstanding ~~not~~after ~~believe a financing transaction to increase equity is currently in~~ the ~~best~~first ~~interest~~two ~~of shareholders~~steps, asat ~~doing so could trigger~~ a ~~“change~~ratio ofreciprocal ~~control”~~to ~~for tax purposes and therefore limit use of~~ the ~~Company’s~~ratio ~~net~~applied ~~operating~~in ~~losses or NOLs. The Company believes~~ the ~~portion~~reverse ofstock ~~NOLs which could be lost to be worth nearly $31 million~~split.

~~Based~~The onproposed ~~the foregoing~~transaction, ~~while~~referred ~~the~~to ~~Company~~as isa ~~optimistic~~“reverse/forward ~~that~~stock ~~ongoing~~split,” ~~cost-control~~would ~~measures~~be ~~and~~effected ~~revenue~~by ~~growth~~the ~~initiatives~~filing ~~will~~of ~~position~~amendments to the Company’s certificate of incorporation and is designed to ~~achieve~~reduce ~~profitability~~the onnumber aof ~~GAAP~~record ~~net~~holders ~~income~~of ~~from~~Company ~~continuing~~common ~~operations~~stock. ~~basis~~If, byfor ~~fiscal~~example, ~~year~~the ~~2017~~ratio applied in the reverse stock split is 1-for-300, each current stockholder of the Company’s ~~operating~~with ~~and~~less ~~financial~~than ~~plans~~300 doshares ~~not~~of ~~project~~Company ~~compliance~~common ~~with~~stock on the ~~applicable~~record ~~Nasdaq~~date ~~continued~~for ~~listing~~the ~~standards~~transaction ~~within~~will receive the ~~next~~fair ~~180~~value ~~days,~~of assuch ~~required~~shares byin ~~Listing~~cash ~~Rule 5815(c)(10)(A).~~in ~~Accordingly,~~accordance ~~the~~with ~~Panel~~Section 155 ~~had~~of ~~“no~~the ~~choice”~~Delaware ~~but~~General toCorporation ~~delist~~Law, ~~the~~and such shares ~~from~~will ~~the~~be ~~exchange~~cancelled. If noThe ~~appeal~~proposed istransaction ~~taken,~~will have no effect on the ~~Company~~number ~~expects~~of ~~Nasdaq~~shares toheld ~~file~~by aany ~~Form 25~~stockholder ~~Notification~~that would hold at least one full share of ~~Delisting~~common ~~with~~stock after the ~~Securities~~reverse ~~Exchange~~stock ~~Commission~~split ~~after~~(that is, in the ~~time~~above ~~for~~example, ~~appeal~~any ~~has~~stockholder ~~expired.~~that ~~The~~holds ~~Form 25~~300 isor ~~effective~~more ~~ten~~shares ~~days~~of ~~after~~Company ~~filing~~common stock on the record date).

~~After~~If ~~delisting~~following ~~from~~effectiveness ~~Nasdaq,~~of the ~~Company’s~~proposed ~~common stock may be eligible to be quoted over-the-counter on a market operated by OTC Markets Group~~transaction, ~~Inc.~~ ~~For~~there ~~the~~are ~~common~~fewer ~~stock~~than to300 beholders ~~quoted~~of onrecord ~~one~~ of the ~~OTC~~Company’s ~~markets, a market maker must sponsor the~~ common stock, ~~and~~the ~~comply~~Company ~~with~~may ~~SEC~~deregister ~~Rule 15c2-11~~its ~~before it can initiate a quote in the~~ common stock. ~~There~~and ~~can~~cease to be ~~no assurance that~~ a ~~market~~reporting ~~maker~~company ~~will~~under ~~seek to quote~~ the ~~Company’s~~Securities ~~common~~and ~~stock~~Exchange orAct ~~that~~of ~~the~~1934, ~~Company’s~~as ~~common~~amended ~~stock will become eligible to trade on any of~~ (the ~~over-the-counter~~“Exchange ~~markets~~Act”).

~~Cautionary~~The ~~Note~~Board ~~Regarding~~currently ~~Forward~~intends to seek stockholder approval for reverse/forward stock splits at various ratios. The terms and contemplated timeline of the proposed transaction, including the various possible ratios contemplated by the Board and the manner of determining the fair value for fractional share interests to be cashed out in the proposed transaction, will be set forth in the preliminary proxy statement and a transaction statement on Schedule 13E-~~Looking~~3 ~~Statements~~outlining the proposed transaction. The Company expects to pay the transaction costs and consideration for the fractional share interests from existing cash reserves.

~~Our~~If ~~disclosure~~consummated, ~~and~~the ~~analysis~~proposed ~~in this Current Report contains “~~reverse/forward~~-looking~~ ~~statements”~~stock ~~within~~split ~~the~~will ~~meaning~~apply ofdirectly ~~the~~to ~~safe~~holders ~~harbor provisions~~ of ~~the~~record Uonly.S. ~~Private~~Persons ~~Securities~~who ~~Litigation~~hold ~~Reform~~shares ~~Act~~ of ~~1995.~~Company ~~Statements~~common ~~that~~stock ~~are~~in ~~not~~“street ~~purely~~name” ~~historical~~are ~~may~~encouraged beto ~~forward-looking.~~contact ~~You~~their ~~can~~bank, ~~identify~~broker, ~~these~~or ~~forward-looking~~other ~~statements~~nominee byfor ~~the~~information ~~use~~on ofhow ~~words~~the ~~such~~proposed astransaction ~~“anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “~~may,” ~~“project,”~~affect ~~“plan,”~~any ~~“goal,”~~shares ~~“target,”~~of ~~“should,”~~Company ~~and~~common ~~similar~~stock ~~expressions,~~held ~~including~~for ~~when~~their ~~used in the negative~~account.

~~Forward-looking~~The ~~statements~~Board ~~are~~may ~~subject~~abandon tothe ~~various~~proposed ~~risks~~reverse/forward ~~and~~stock ~~uncertainties.~~split ~~Accordingly,~~at ~~there~~any ~~are~~time orprior ~~will~~to bethe ~~important~~filing ~~factors~~and ~~that~~effectiveness ~~could~~of ~~cause~~the ~~actual~~applicable ~~results~~amendments to ~~differ~~the ~~materially~~Company’s ~~from~~certificate ~~those~~of ~~indicated~~incorporation, ineven ~~these~~after ~~statements.~~stockholder ~~The~~approval, ~~following~~if ~~are some of~~ the ~~factors~~Board ~~that~~determines ~~could~~in ~~affect~~its ~~our~~business ~~financial~~judgment ~~performance~~that orsuch ~~could~~transaction ~~cause~~is ~~actual~~no ~~results~~longer toin ~~differ~~the ~~materially~~best ~~from~~interests ~~estimates~~of ~~contained~~the inCompany or ~~underlying~~its ~~the forward-looking statements:~~stockholders.

· our business model has changed significantly since our inception in response to a constantly changing and evolving market, which may make it difficult to evaluate our business and prospects, and may expose us to increased risks2

2SIGNATURE

~~and~~Pursuant ~~uncertainties;~~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.

· we have incurred significant operating losses since our inception and may not achieve or sustain profitability in the future;

	LIME ENERGY CO.

Dated: September 16, 2016	By:	/s/ Bruce D. Torkelson
		Bruce D. Torkelson
		Chief Financial Officer & Treasurer

· failure to comply with covenants contained in our loan agreements could trigger prepayment obligations, which could adversely affect our results of operations and financial condition;3

· we may not be able to raise additional capital to fund future operating losses;

· the Securities and Exchange Commission is investigating us and the results of that investigation could have a material adverse effect on our business, results of operations and financial condition;

· it is difficult for us to estimate our future operating results;

· we operate in a highly competitive industry and if we are unable to compete successfully, our revenue and profitability will be adversely affected;

· we depend upon a limited number of utility contracts to generate substantially all of our revenues;

· failure of our subcontractors to properly and effectively perform their services in a timely manner could cause delays in the delivery of our energy efficiency solutions; and

· we currently do not meet Nasdaq’s continued listing requirements and any further appeal of Nasdaq’s delisting determination may be unsuccessful.

The factors listed above should not be construed as exhaustive and should be read in conjunction with the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2015; particularly under “Item 1A, Risk Factors.” Any forward-looking statements speak only as of the date the statement is made and, except as otherwise required by federal securities laws, we do not undertake any obligation to publicly update, review or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

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.

	LIME ENERGY CO.
Dated: August 29, 2016,	By:	/s/ Bruce D. Torkelson
		Bruce D. Torkelson
		Chief Financial Officer & Treasurer

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