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): December 4, 2012

INNOVARO, INC.

(Exact name of registrant as specified in its charter)

2109 Palm Avenue

Tampa, FL 33605

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (813) 754-4330

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On December 4, 2012, we received notice from the NYSE MKT LLC that it intends to proceed with an application to the United States Securities and Exchange Commission to remove our common stock from listing on the NYSE MKT.

By a series of letters, the NYSE MKT previously notified us that we were not in compliance with the following sections of the NYSE MKT Company Guide: (a) Section 1003(a)(iii) of the NYSE MKT Company Guide in that we reported stockholders’ equity of less than $6,000,000 at June 30, 2012 and had losses from continuing operations and/or net losses in each of our five consecutive fiscal years ended December 31, 2011 and (b) Section 1003(a)(iv) of the NYSE MKT Company Guide in that we have sustained losses which are so substantial in relation to our overall operations or our existing financial resources, or our financial condition has become so impaired that it appears questionable, in the opinion of the NYSE MKT, that we will be able to continue operations and/or meet our obligations as they mature.

In its December 4, 2012 letter, the NYSE MKT also notified us of its belief that we are not in compliance with Section 1003(a)(ii) of the NYSE MKT Company Guide because we had reported stockholders’ equity of less than $4,000,000 at September 30, 2012 and had losses from continuing operations and/or net losses in three out of our four most recent fiscal years ended December 31, 2011.

In accordance with Sections 1009(d) and 1203 of the NYSE MKT Company Guide, we have a limited right to appeal the determination of the NYSE MKT by requesting, on or before December 11, 2012, a hearing with the Listing Qualifications Panel. We intend to exercise our right of appeal. There can be no assurance that our request for continued listing will be granted or that, if granted, we will be able to continue to meet the minimum listing requirements.

On December 5, 2012, we issued a press release regarding the delisting notification that we received from the NYSE MKT. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Exhibit 99.1     Press Release, dated December 5, 2012

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.