EVOLVING SYSTEMS INC : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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

          Standard; Transfer of Listing.

On April 13, 2022, Evolving Systems, Inc. (the "Company") notified The Nasdaq Capital Market ("Nasdaq") of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the "Common Stock"), from listing on Nasdaq. The Company intends to file a Form 25 with the Securities and Exchange Commission (the "SEC") on Monday, April 25, 2022 relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market. The Company can provide no assurance that trading in its Common Stock will trade on the OTC Pink Open Market or otherwise.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 7.01 Regulation FD Disclosure.

On April 13, 2022, the Company issued a press release announcing its intention to delist its Common Stock from Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

d)      Exhibits. The following exhibits are furnished with this report.



Exhibit No.                               Description
    99.1         Press Release announcing the delisting with Nasdaq of the
               Company's Common Stock.
    104        Cover Page Interactive Data File (formatted in Inline XBRL and
               contained in Exhibit 101).

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