SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 28, 2013
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):
Item 8.01. Other Events.
On January 28, 2013, CPI Corp. (the “Company”) received a notice from OTC Markets, Inc. regarding its determination that the bid price of the Company's shares of common stock, as quoted on the OTCQX U.S. tier, has closed below $0.10 for more than 30 consecutive trading days and no longer meets the Standards for Continued Qualification for the OTCQX U.S. Pursuant to Section 3.2.b of the OTCQX Rules for U.S. Companies, the Company has a 180 calendar day grace period to regain compliance. Compliance can be regained by having the minimum bid price of the Company's shares of common stock at the close of business be at least $0.10 for ten consecutive trading days. In the event that the Company does not regain compliance, the quotations for the Company's shares of common stock will be moved from the OTCQX U.S. to the OTCQB tier.
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.