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): June 1, 2017

MONSTER DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (805) 955-4190

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:

On June 1, 2017, the Company issued a press release announcing that it has submitted its plan to Nasdaq detailing how it will regain compliance with Nasdaq continued listing requirements. On April 17, 2017, Monster Digital received a letter from Nasdaq indicating that it was no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. In Monster Digital’s Annual Report on Form 10-K for the year ended December 31, 2016, it reported stockholders’ equity of $2,488,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). Further, as of April 17, 2017, Monster Digital did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations and did not comply with the Nasdaq Listing Rules.

If the plan is accepted, Nasdaq may grant Monster Digital an extension of up to 180 calendar days from the original non-compliance date of April 17, 2017, or until October 13, 2017, to regain compliance. The company's common stock will continue to trade on the Nasdaq Capital Market pending Nasdaq's review of the plan of compliance.

The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.

SIGNATURE

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.

EXHIBIT INDEX