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): April 22, 2008

PROXYMED, INC.

(Exact name of registrant as specified in its charter)

Florida	000-22052	65-0202059
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1854 Shackleford Court, Suite 200,
Norcross, Georgia 30093-2924
(Address of principal executive offices)

(770) 806-9918
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

     (a) On April 22, 2008, we received a letter from The Nasdaq Stock Market (“Nasdaq”) indicating that, for the prior thirty (30) consecutive trading days, our common stock had not maintained the minimum value of publicly held shares of $15,000,000 required for continued listing, as set forth in Nasdaq Marketplace Rule 4450(b)(3) (the “MVPHS Rule”). The letter also indicated that, in accordance with Marketplace Rule 4450(e)(1), we will be provided ninety (90) calendar days, or until July 21, 2008, to regain compliance with the MVPHS Rule, and if at any time before July 21, 2008 the minimum value of publicly held shares of our common stock is $15,000,000 or greater for a minimum of ten (10) consecutive trading days, the Nasdaq staff will provide written notification that we are in compliance with the MVPHS Rule. The Nasdaq letter further states that if we do not regain compliance with the MVPHS Rule by July 21, 2008, the Nasdaq staff will provide written notification that our securities will be delisted from the Nasdaq Global Market. At that time, the Nasdaq Marketplace Rules would permit us to appeal the Nasdaq staff’s determination to delist our securities to a Nasdaq Listing Qualifications Panel.

     We are currently evaluating our alternatives to resolve the listing deficiency. If we are unable to resolve the listing deficiency, we may apply to transfer our common stock to the Nasdaq Capital Market if our securities satisfy the requirements for continued inclusion for the Nasdaq Capital Market. If we submit a transfer application and pay the applicable fees by July 21, 2008, the initiation of the delisting proceedings will be stayed pending the Nasdaq staff’s review of the application. If the Nasdaq staff does not approve the transfer application to the Nasdaq Capital Market, the Nasdaq staff will provide written notification that our common stock will be delisted from the Nasdaq Global Market.

     The Nasdaq letter has no effect on the listing of our common stock on the Nasdaq Global Market at this time.

     In addition, as required by Marketplace Rule 4803(a), we have issued a press release, dated as of today, which reports the receipt of the Nasdaq letter. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Press release of MedAvant dated April 28, 2008.

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.

	ProxyMed, Inc.
Date: April 28, 2008	/s/ Peter E. Fleming, III
	Peter E. Fleming, III
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Investor Relations Contact:	Media Contacts:
John G. Nesbett/Jen Belodeau	Teresa Stubbs
Institutional Marketing Services, Inc.	MedAvant Healthcare Solutions
203-972-9200	812-206-4332
jnesbett@institutionalms.com	tstubbs@medavanthealth.com

MedAvant Announces Notice of Non-Compliance from Nasdaq

ATLANTA, GA.—(PRIME NEWSWIRE)—April 28, 2008—MedAvant Healthcare Solutions (MedAvant) (NASDAQ: PILL), a leader in healthcare technology and transaction services, today announced that on April 22, 2008 it received notice from the Nasdaq Stock Market (“Nasdaq” ) of the failure of its common stock to maintain for thirty (30) consecutive trading days, a minimum market value of publicly held shares (“MVPHS”) of $15,000,000 as required by Nasdaq Marketplace Rule 4450(b)(3). If at anytime before July 21, 2008, the MVPHS of the Company’s common stock is $15 million or more for 10 consecutive trading days, Nasdaq will notify the Company in writing that its compliance with the rule has been restored. If such compliance has not been demonstrated by July 21, 2008 Nasdaq will provide written notification that the Company’s securities will be delisted from the Nasdaq Global Market. At that time, the Company may appeal Nasdaq’s determination.

We are currently evaluating our alternatives to resolve the listing deficiency. If we are unable to resolve the listing deficiency, before July 21, 2008 the Company may apply for transfer of the listing of its securities to the Nasdaq Capital Market. If we submit a transfer application and pay the applicable fees by July 21, 2008, the initiation of the delisting proceedings will be stayed pending the Nasdaq staff’s review of the application. If the Nasdaq staff does not approve the transfer application to the Nasdaq Capital Market, the Nasdaq staff will provide written notification that our common stock will be delisted from the Nasdaq Global Market.

The Nasdaq letter has no effect on the listing of our common stock on the Nasdaq Global Market at this time.

About MedAvant Healthcare Solutions

MedAvant is focused on facilitating the exchange of healthcare information so that payers, providers, and patients benefit equally from the sharing of reliable and actionable health data. To enables these services, MedAvant operates PhoenixSM, a highly scalable platform that supports real-time connections between healthcare clients.

For more information, visit http://www.medavanthealth.com. MedAvant is a trade name of ProxyMed, Inc.

Forward Looking Statement

Statements in this release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. Actual

results could differ materially from projected results because of factors such as:

•      The soundness of our business strategies relative to the perceived market opportunities;

•      Our ability to successfully develop, market, sell, cross-sell, install and upgrade our clinical and financial transaction services and applications to current and new physicians, payers and medical laboratories;

•      Our ability to compete effectively on price and support services;

•      Our ability and that of our business associates to perform satisfactorily under the terms of our contractual obligations, and to comply with various government rules regarding healthcare and patient privacy;

•      Entry into markets with vigorous competition, market acceptance of existing products and services, changes in licensing programs, product price discounts, delays in product development and related product release schedules, any of which may cause our revenues and income to fall short of anticipated levels;

•      The availability of competitive products or services;

•      The continued ability to protect our intellectual property rights;

•      Implementation of operating cost structures that align with revenue growth;

•      Uninsured losses;

•      Adverse results in legal disputes;

•      Unanticipated tax liabilities;

•      The effects of a natural disaster or other catastrophic event beyond our control that results in the destruction or disruption of any of our critical business or information technology systems; and

•      Our ability to satisfy the listing requirements of the Nasdaq Global Market or Nasdaq Capital Market.

Any of these factors could cause the actual results to differ materially from the guidance given at this time. For further cautions about the risks of investing in MedAvant, we refer you to the documents MedAvant files from time to time with the Securities and Exchange Commission, including, without limitation, its most recently filed Annual Report on Form 10-K. MedAvant does not assume, and expressly disclaims, any obligation to update information contained in this document. Although this release may remain available on our website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein.

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