Failure to Satisfy Listing Rule Form 8 K

Item 3.01

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

On August 21, 2024 the compliance staff (the "Staff") of Cboe BZX Exchange, Inc. ("Cboe") provided written notice that Listed Funds Trust (the "Trust") is not in compliance with the continued listing standard set forth in Exchange Rule 14.11(l)(4)(B)(i)(c) of Cboe with respect to one of its series, the RiverNorth Patriot ETF (the "Fund"). Exchange Rule 14.11(l)(4)(B)(i)(c) requires that, in order to comply with Cboe continued listing standards, a listed company must maintain no fewer than 50 beneficial holders of series of ETF Shares for 30 or more consecutive trading days following the initial twelve-month period after the commencement of trading on the exchange of a series of ETF Shares. The Fund, which commenced trading on Cboe as of December 30, 2022, was determined to have fewer than 50 beneficial shareholders as of May 28, 2024, June 28, 2024, and July 26, 2024.

In accordance with Cboe procedures, the Trust must submit a written response to the Staff of Cboe outlining the Trust's plan to increase the number of shareholders of the Fund and regain compliance with Rule 14.11(l)(4)(B)(i)(c). The Trust intends to submit such a response in a timely manner. If the Staff accepts the Trust's plan to regain compliance, the Staff will provide a "cure period" beginning on the date of the Staff's notification. In order for the Fund to regain compliance during the "cure period," the Trust will be required to demonstrate that the Fund has had at least 50 beneficial shareholders. If the Trust is unable to demonstrate that the Fund has at least 50 beneficial holders by the end of the "cure period," the Staff may delist the Fund.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may include words such as "anticipate," "believe," "may" and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including whether the Trust is able to regain compliance with Cboe continued listing standards, whether the Fund is able to avoid potential delisting from Cboe, and other factors disclosed by the Trust from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, the Trust's actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Trust disclaims any obligation to publicly update such statements.