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

On October 16, 2009, OpenTV Corp. (the "Company") issued a press release reporting that on October 13, 2009 it received written notification from The NASDAQ Stock Market ("NASDAQ") that the Company no longer complies with NASDAQ's audit committee requirements set forth in NASDAQ Listing Rule 5605. Consistent with NASDAQ Listing Rule 5605(c)(4)(B), NASDAQ has provided the Company with a cure period in order to regain compliance within the following timeframe: (i) until the earlier of the Company's next annual shareholders' meeting or October 7, 2010; or (ii) if the next annual shareholders' meeting is held before April 5, 2010, then the Company must evidence compliance no later than April 5, 2010.

The press release, filed as Exhibit No. 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.