Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As announced on May 19, 2009, on May 14, 2009, Hythiam, Inc. (the "Company") received a letter from The NASDAQ Stock Market LLC ("NASDAQ") indicating that the Company no longer satisfied NASDAQ Marketplace Rule 5450(b)(1)(A) (the "Rule") given that the Company reported stockholders' equity of less than $10 million for the period ended March 31, 2009. Pursuant to Listing Rule 5800, the Company requested and was granted an extension of 105 days, through August 27, 2009, to regain compliance with the Rule.
The Company did not regain compliance with the Rule by August 27, 2009 and, accordingly, on August 28, 2009, the Company received written notification from NASDAQ (the "Staff Determination") that the Company's securities would be subject to delisting as a result of the Company's non-compliance with the Rule unless the Company requested a hearing before a NASDAQ Listing Qualifications Panel (the "NASDAQ Panel") on or before 4 p.m. Eastern Time on September 4, 2009. For the period ended June 30, 2009 and as reported in the Company's quarterly form 10Q filing, the Company's stockholders' equity was $2,026,000. On August 28, 2009, the Company issued a press release announcing its receipt of the Staff Determination and its plans to timely request a hearing before the NASDAQ Panel to address the stockholders' equity deficiency. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 3.01 by this reference.
Unless otherwise required by law, we disclaim any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statements are based. Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

99.1 Press Release dated August 28, 2009

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