8-K

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)

July 2, 2010

PRO-DEX, INC.

(Exact name of registrant as specified in its charter)

COLORADO	0-14942	84-1261240
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of		Identification Number)
incorporation)

2361 McGaw Avenue, Irvine, California 92614

(Address of principal executive offices, zip code)

(949) 769-3200

(Registrant’s telephone number, including area code)

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):

¨  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 240.14a-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 8.01              Other Events

On July 2, 2010 Pro-Dex, Inc. (the “Company”) received notice from NASDAQ Listing Qualifications Panel (the “Panel”) that it has met the requirements of the Panel’s decision and regained compliance with the minimum $1.00 per share bid price requirement for continued listing, and further, that it complies with all other applicable standards for continued listing on The Nasdaq Stock Market.  Accordingly, the Company will continue to be listed on The Nasdaq Stock Market.

The press release announcing the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01              Financial Statements and Exhibits

(d)     Exhibits.      The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit 99.1  Press release of Pro-Dex Inc., dated July 7, 2010, announcing the Company’s continued listing on The Nasdaq Stock Market

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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:  July 7, 2010	PRO-DEX, Inc (Registrant).
By:	/s/ Jeffrey J. Ritchey
	Jeffrey J. Ritchey
	Chief Financial Officer and Secretary

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INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release of Pro-Dex Inc., dated July 7, 2010, announcing the Company’s continued listing on The Nasdaq Stock Market

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EX-99.1

EXHIBIT 99.1

Contact:	Mark Murphy, Chief Executive Officer
	(949) 769-3200

For Immediate Release

PRO-DEX, INC. REGAINS NASDAQ COMPLIANCE FOR CONTINUED MARKET LISTING

IRVINE, CA, July 7, 2010 - PRO-DEX, INC. (NASDAQ:  PDEXD) today announced that The Nasdaq Stock Market has notified the Company that it has regained compliance with the minimum $1.00 per share bid price requirement for continued listing, and further, that it complies with all other applicable standards for continued listing on The Nasdaq Stock Market.  Accordingly, the Company will continue to be listed on The Nasdaq Stock Market.

As previously announced, following a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”), the Panel determined to continue the Company’s listing subject to the condition that, on or before July 12, 2010, the Company evidence a closing bid price of $1.00 per share or more for at least the ten prior consecutive trading days.  On July 1, 2010, the Company’s closing bid price was $1.71 per share, the tenth consecutive day it had exceeded the $1.00 per share threshold.  Accordingly, the Company satisfied the Panel’s condition and the delisting proceeding is now closed.

Pro-Dex, Inc., with operations in California, Oregon and Nevada, specializes in bringing speed to market in the development and manufacture of technology-based solutions that incorporate miniature rotary drive systems, embedded motion control and fractional horsepower DC motors, serving the medical, dental, semi-conductor, scientific research and aerospace markets.  Pro-Dex's products are found in hospitals, dental offices, medical engineering labs, commercial and military aircraft, scientific research facilities and high tech manufacturing operations around the world.

Statements herein concerning the Company's plans, growth and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments and future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. Interested parties should refer to the disclosure concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.