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): ~~January~~February 202, 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 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition

OnThe ~~January~~following ~~20,~~information ~~2017,~~is ~~Mad~~furnished ~~Catz~~pursuant ~~Interactive,~~to ~~Inc~~Item 2.02, ~~(the~~ “~~Company”)~~Results ~~received~~of aOperations ~~notice~~and ~~from~~Financial ~~NYSE MKT LLC (the “NYSE MKT~~Condition,”) ~~indicating~~and ~~that~~shall ~~because~~not ~~the~~be ~~Company’s~~deemed ~~securities~~“filed” ~~have been selling~~ for apurposes ~~low price per share for a substantial period~~ of ~~time and, pursuant to~~ Section 18 ~~1003(f)(v)~~ of the ~~NYSE~~Securities ~~MKT~~Exchange ~~Company~~Act ~~Guide~~of ~~(the~~1934, ~~“Company~~as ~~Guide”)~~amended, ~~the~~or ~~Company’s~~otherwise ~~continued~~subject ~~listing~~to on the ~~NYSE~~liabilities ~~MKT is predicated on the Company effecting a reverse stock split~~ of ~~its~~that ~~Common Stock or otherwise demonstrating sustained price improvement~~section.

~~The~~On ~~NYSE MKT indicated that the Company shall have until July 20~~February 2, 2017, ~~to gain compliance with~~ the ~~NYSE MKT and Section 1003(f)(v) of the~~ Company ~~Guide.~~issued ~~However,~~a ifpress ~~the~~release ~~Company~~announcing ~~determines~~its tofinancial ~~remedy~~results ~~the~~for ~~non-compliance~~its byquarter ~~taking~~ended ~~action~~December 31, ~~that~~2016. ~~will~~A ~~require~~copy ~~shareholder~~of ~~approval,~~ the ~~Company~~press ~~must~~release ~~obtain~~is ~~shareholder~~attached ~~approval~~hereto byas noExhibit ~~later than its next annual meeting, and implement such action promptly thereafter~~99.1.

OnThe ~~January~~information ~~26,~~contained ~~2017~~in this Current Report, including the ~~Company~~exhibit, ~~issued~~shall anot ~~press~~be ~~release~~incorporated ~~disclosing~~by ~~receipt~~reference ofinto ~~the~~any ~~notice~~filing ~~from~~of the ~~NYSE~~Company, ~~MKT.~~whether Amade ~~copy~~before ofor after the ~~press~~date ~~release~~hereof, isregardless ~~furnished~~of asany ~~Exhibit~~general ~~99.1~~incorporation tolanguage ~~this~~in ~~Current~~such ~~Report on Form 8-K~~filing.


Item 9.01.	Financial Statements and Exhibits

(d)

Exhibits.

99.1 Press Release, dated ~~January~~February 262, 2017., ~~SIGNATURES~~issued ~~Pursuant~~by toMad ~~the~~Catz ~~requirements~~Interactive, ~~of the Securities Exchange Act of 1934~~Inc., ~~the~~furnished ~~registrant~~pursuant ~~has duly caused this report~~ to beItem ~~signed~~2.02 onof ~~its~~Form ~~behalf by the undersigned hereunto duly authorized~~8-K.

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: February 2, 2017	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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