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): 01/0427/2011

NMT Medical, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-21001

Delaware		95-4090463
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

27 Wormwood Street, Boston, MA 02210-1625

(Address of principal executive offices, including zip code)

617-737-0930

(Registrant’s telephone number, including area code)

(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:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing

OnEffective ~~January~~Monday 4February 7, 2011, ~~NMT~~the ~~Medical~~Company's common stock will be delisted from the NASDAQ Capital Market and the Company's common stock will be listed and traded on the OTCQB(TM) Marketplace. The Company's symbol on the OTCQB(TM) will remain NMTI. The OTCQB(TM) market is operated by OTC Markets Group, Inc. and is available only to OTC securities that are registered and fully reporting with the Securities and Exchange Commission (the "~~Registrant~~SEC") ~~entered~~or ~~into~~that areport ~~Factoring~~to banking or insurance regulators. Commencing February 7, 2011, investors will be able to view real time stock quotes for NMTI at http://www.otcmarkets.com and ~~Security~~through ~~Agreement~~most online broker websites. On January 27, 2011, the Company received a staff determination letter (the "~~Agreement~~Determination Letter") from NASDAQ informing the Company that it had not regained compliance with ~~LSQ~~the ~~Funding~~requirements ~~Group,~~for ~~L.C.~~continued listing set forth in NASDAQ listing rule 5550(b)(2) (the "~~LSQ~~MVLS Rule")~~. The~~ ~~agreement~~as ~~provides~~a ~~for~~result ~~borrowings~~of upthe toCompany not regaining compliance with the $235 million minimum market value of listed securities requirement for ~~working~~continued ~~capital~~listing ~~and~~on ~~other~~The ~~general~~Nasdaq ~~corporate~~Capital ~~purposes~~Market. In that same Determination Letter, the Company was also informed that is had not regained compliance with the requirements for continued listing set forth in NASDAQ listing rule 5550(a)(2) (the "Bid Price Rule"). The ~~credit~~Company ~~facility~~previously ~~has~~disclosed on a ~~one~~Form 8-~~year~~K ~~term~~filed on August 4, 2010 with the SEC, that on July 30, 2010 the Company received a letter from the NASDAQ Listing Qualifications Department providing notification that the bid price of the Company's common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, isas ~~subject~~a result, did not comply with the Bid Price Rule. In accordance with listing rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until January 26, 2011, to regain compliance with the Bid Price Rule by having a ~~borrowing~~closing ~~base~~bid ~~calculated~~price asfor a ~~percentage~~minimum of ~~domestic~~ten ~~receivables~~consecutive ~~that~~business ~~are~~days ~~pledged~~at as$1.00 ~~collateral~~per ~~against~~share ~~the~~or ~~loan~~higher. The ~~Agreement~~Company ~~provides~~was not able to regain compliance. The Form 8-K filed on August 4, 2010, also disclosed that a second notification from NASDAQ was received on July 30, 2010, providing notification that, for ~~certain~~the ~~events~~previous 30 consecutive business days, the Company also failed to comply with the $35 million minimum market value of ~~default~~listed bysecurities requirement for continued listed on The Nasdaq Capital Market, and as a result failed to comply with the ~~Registrant~~MVLS Rule. In accordance with listing rule 5810(c)(3)(C), ~~including~~the ~~payment~~Company ~~default~~was provided 180 calendar days, ~~and~~or ~~other~~until ~~customary~~January ~~events~~26, 2011, to regain compliance with the MVLS Rule by having it's Market Value of ~~default~~Listed Securities close at $35 million or more for a minimum of 10 consecutive business days at anytime during the 180 calendar period. The ~~obligations~~Company ofwas not able to regain compliance. The Company decided not to appeal the ~~Registrant~~Staff ~~are~~Determination. On ~~secured~~February by2, 2011, the ~~Registrant's~~Company ~~domestic~~issued ~~accounts~~a ~~receivable~~press release (a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K) describing the foregoing.

Item 1.02. Termination of a Material Definitive Agreement

The Registrant also recently terminated a Loan and Security Agreement that it entered into with Silicon Valley Bank on June 26, 2009. The Registrant incurred a de minimis amount of termination costs in connection with the termination of the Loan and Security Agreement. The Registrant did not borrow against the Loan and Security Agreement at any time during the term of the agreement.

Item 9.01. Financial Statements and Exhibits

(ad) Exhibits. ~~Financial statements:~~

~~None~~ See Exhibit Index attached hereto.

(b) Pro forma financial information:

None

(d) Exhibits

99.1 Press Release of NMT Medical, Inc. dated January 04, 2011

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.

		NMT Medical, Inc.
Date: February 02, 2011	By:	/s/ Richard E. Davis
		Richard E. Davis
Date: January 07, 2011	By:	/s/ Richard E. Davis
		Richard E. Davis
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
EX-99.1		~~Press~~PRESS ~~release~~RELEASE ofOF NMT ~~Medical~~MEDICAL, ~~Inc~~INC. ~~dated~~DATED ~~January~~FEBRUARY 42, 2011

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