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): November 21, 2018

iPass Inc.

(Exact name of Registrant as specified in its charter)

Delaware		000-50327		93-1214598
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3800 Bridge Parkway, Redwood Shores, California		94065
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 232-4100

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events

On November 21, 2018, iPass Inc. (the “Company”) received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq has revised its determination made on November 5, 2018 to delist the shares of the Company from the Nasdaq Capital Market, based on Nasdaq’s review of information provided by the Company upon the Company’s motion for reconsideration. The Company’s shares will resume trading on the Nasdaq Capital Market on November 23, 2018 and they will continue to trade until January 31, 2019. The Company is aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review this decision within the next 45 days.

SIGNATURES

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

Dated: November 21, 2018

	iPass Inc.


	By:	/s/ Darin Vickery
		Darin Vickery
		Chief Financial Officer

IPASS INC 8-K