ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

As previously reported, Fuel Tech, Inc. (the "Company") was notified by the NASDAQ Stock Market ("NASDAQ") on January 7, 2020, that the bid price for the Company's Common Stock was not in compliance with the minimum bid price requirement of NASDAQ Marketplace Rule 5450(a)(1) (the "Rule") for continued listing. At that time, NASDAQ gave the Company 180 calendar days to regain compliance. This was subsequently extended to September 18, 2020.

On September 22, 2020, NASDAQ notified the Company that it had approved the Company's application to transfer its listing from NASDAQ's Global Select tier to the Capital Market tier. This transfer will be effective at the opening of business on Wednesday, September 23, 2020. NASDAQ also approved an additional 180 calendar day compliance period to regain compliance with the minimum bid requirement. The Company has until March 17, 2021, to demonstrate compliance with the minimum bid price requirement for continued listing. The Company will regain compliance with the Rule if at any time before March 17, 2021, the bid price for the Company's Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days.

The Company intends to monitor the closing bid price of its Common Stock and has given written assurance to NASDAQ that it will, if necessary, implement available options to regain compliance with the minimum bid price requirement under the Rule, including a reverse stock split within the range previously approved by stockholders.

On September 22, 2020, the Company issued a news release announcing the approval of the transfer of its securities to the NASDAQ Capital Market and the additional 180 calendar day grace period for compliance. The full text of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d)  Exhibits



99.1   Press Release of Fuel Tech, Inc., dated September 22, 2020

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