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): ~~November~~January 320, ~~2016~~2017

MAD CATZ INTERACTIVE, INC.

(Exact Name of Registrant as Specified in Charter)

Canada

001-14944

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10680 Treena Street, Suite 500

San Diego, California 92131

(Address of Principal Executive Offices)

(858) 790-5008

(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:

☐	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 240.14.a-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 23.~~02.~~01 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~The~~On ~~following~~January ~~information~~20, is2017, ~~furnished~~Mad ~~pursuant~~Catz toInteractive, ~~Item 2~~Inc.~~02,~~ (the “~~Results~~Company”) ofreceived ~~Operations~~a ~~and~~notice ~~Financial~~from ~~Condition,~~NYSE MKT LLC (the “NYSE MKT”) ~~and~~indicating ~~shall~~that ~~not~~because bethe ~~deemed~~Company’s ~~“filed”~~securities have been selling for ~~purposes~~a low price per share for a substantial period of time and, pursuant to Section 18 1003(f)(v) of the ~~Securities~~NYSE ~~Exchange~~MKT ~~Act~~Company ofGuide ~~1934,~~(the as“Company ~~amended~~Guide”), orthe ~~otherwise~~Company’s ~~subject~~continued tolisting on the ~~liabilities~~NYSE MKT is predicated on the Company effecting a reverse stock split of ~~that~~its ~~section~~Common Stock or otherwise demonstrating sustained price improvement.

OnThe ~~November 3~~NYSE MKT indicated that the Company shall have until July 20, ~~2016~~2017, to gain compliance with the NYSE MKT and Section 1003(f)(v) of the Company ~~issued~~Guide. aHowever, ~~press~~if ~~release~~the ~~announcing~~Company ~~its~~determines ~~financial~~to ~~results~~remedy ~~for~~the ~~its~~non-compliance ~~quarter~~by ~~ended~~taking ~~September 30,~~action ~~2016.~~that Awill ~~copy~~require ofshareholder approval, the ~~press~~Company ~~release~~must isobtain ~~attached~~shareholder ~~hereto~~approval asby ~~Exhibit~~no 99later than its next annual meeting, and implement such action promptly thereafter.1.

~~The~~On ~~information~~January ~~contained~~26, ~~in this Current Report~~2017, ~~including~~ the ~~exhibit,~~Company ~~shall~~issued ~~not~~a bepress ~~incorporated~~release bydisclosing ~~reference~~receipt ~~into~~of ~~any~~the ~~filing~~notice offrom the ~~Company,~~NYSE ~~whether~~MKT. ~~made~~A ~~before~~copy orof ~~after~~ the ~~date~~press ~~hereof,~~release ~~regardless~~is offurnished ~~any~~as ~~general~~Exhibit ~~incorporation~~99.1 ~~language~~to inthis ~~such~~Current ~~filing~~Report on Form 8-K.


Item 9.01.	Financial Statements and Exhibits

(d)

Exhibits.

99.1 Press Release, dated ~~November~~January 326, ~~2016,~~2017. ~~issued~~SIGNATURES byPursuant ~~Mad~~to ~~Catz~~the ~~Interactive,~~requirements ~~Inc.~~of the Securities Exchange Act of 1934, ~~furnished~~the ~~pursuant~~registrant has duly caused this report to ~~Item~~be ~~2.02~~signed ofon ~~Form~~its ~~8-K~~behalf by the undersigned hereunto duly authorized.

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.

Date: November 3, 2016	MAD CATZ INTERACTIVE, INC.
	By:	/s/ DAVID MCKEON
	Name: David McKeon
	Its: Chief Financial Officer

Date: January 26, 2017

MAD CATZ INTERACTIVE, INC.

/s/ DAVID MCKEON

Name: David McKeon

Its: Chief Financial Officer

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