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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): April 6, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>Irvine Sensors Corporation<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

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    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>001-08402</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>33-0280334</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
</TR>
</TABLE>

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    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>3001 Red Hill Avenue, Costa Mesa, California<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>92626</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(714) 549-8211</B>


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    <TD width="100%">&nbsp;</TD>
</TR>
<TR>
    <TD nowrap style="border-bottom: 1px solid #000000"><B>N/A<BR></B></TD>
</TR>
<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 10pt"><B>Item&nbsp;3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">On April&nbsp;30, 2009, Irvine Sensors Corporation (the &#147;Company&#148;) received written notification (the &#147;Staff Determination&#148;) from
The Nasdaq Stock Market (&#147;Nasdaq&#148;) that the Company fails to comply with the minimum stockholders&#146; equity requirement
for continued listing set forth in Nasdaq Listing Rule 5550(b) because the Company&#146;s stockholders&#146; equity
is below the Nasdaq minimum stockholders&#146; equity listing requirement of $2,500,000, and that the Company&#146;s securities
are, therefore, subject to delisting from The Nasdaq Capital Market. The Company has requested a hearing
to appeal the Staff Determination before a Nasdaq Listing Qualifications Panel (the &#147;Panel&#148;) and to present the Company&#146;s plan for regaining compliance with Rule&nbsp;5550(b). The Staff Determination
states that the submission of such a hearing request will stay the suspension of trading of the Company&#146;s common stock
and the delisting of the Company&#146;s securities pending the Panel&#146;s decision. There can be no assurance that the Panel
will grant the Company&#146;s request for continued listing.


<P align="left" style="font-size: 10pt">Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995


<P align="left" style="font-size: 10pt; text-indent: 4%"><I>All statements included in this Current Report on </I><I>Form 8-K</I><I>, other than statements or characterizations of
historical fact, are forward-looking statements. These forward-looking statements are based on the Company&#146;s current
expectations, estimates and projections about the Company, management&#146;s beliefs, and certain assumptions made by the
Company, and events beyond the Company&#146;s control, all of which are subject to change. Such forward-looking statements
include, but are not limited to, statements relating to the
Company&#146;s plans and ability to successfully appeal the Nasdaq
Staff Determination and regain compliance with Nasdaq Listing Rule&nbsp;</I><I>5550(b)</I><I>. Forward-looking statements can often be identified by words
such as &#147;anticipates,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;predicts,&#148; &#147;believes,&#148; &#147;seeks,&#148; &#147;estimates,&#148; &#147;may,&#148; &#147;will,&#148;
&#147;should,&#148; &#147;would,&#148; &#147;could,&#148; &#147;likely,&#148; &#147;potential,&#148; &#147;continue,&#148; &#147;ongoing,&#148; similar expressions, and variations or
negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made
by the Company herein, and they are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties
referred to above include, but are not limited to, the Company&#146;s ability to raise additional
capital on a timely basis, or at all, or to improve its operating results in the near future; the
possibility that the Company&#146;s plan for regaining compliance with Nasdaq Listing </I><I>Rule
5550(b)</I><I> will not be satisfactory to the Nasdaq Panel and/or that the Nasdaq Panel will not
grant the Company&#146;s request, or that the Company&#146;s stock price could decline further; and such other factors described in the
Company&#146;s filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on
Form&nbsp;8-K speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any
forward-looking statement for any reason.</I>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8.01 Other Events.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">As previously disclosed under Items 1.01 and 3.02 in the Company&#146;s Current Report on Form 8-K filed on March&nbsp;24,
2009, the Company agreed to issue, subject to approval of the Company&#146;s stockholders and certain other conditions, to two
accredited investors (the &#147;Lenders&#148;), up to 25,000 shares of its newly created Series&nbsp;A-2 10% Cumulative Convertible
Preferred Stock (the &#147;Series&nbsp;A-2 Stock&#148;) at $40.00 per share, with the aggregate purchase price being paid solely by
the Lenders&#146; exchange of a portion of the Company&#146;s Series&nbsp;1 Senior Subordinated Secured Convertible Promissory Notes
dated December&nbsp;30, 2005 held by the Lenders. Stockholder approval was obtained on March&nbsp;31, 2009, and on April&nbsp;30,
2009, the Company issued the Series&nbsp;A-2 Stock to the Lenders in the aggregate amount of 24,999 shares.


<P align="left" style="font-size: 10pt; text-indent: 4%">As previously disclosed under Item&nbsp;1.01 in the Company&#146;s Current Report on Form 8-K filed on March&nbsp;24, 2009, the
Company entered into an amendment to a Patent Purchase Agreement (as amended, the &#147;Agreement&#148;) with Aprolase
Development Co., LLC (the &#147;Purchaser&#148;) pursuant to which the Purchaser agreed to pay the Company an additional purchase
price payment of $1,000,000 upon the successful termination of one of the Company&#146;s third-party license agreements
within 30&nbsp;days following March&nbsp;18, 2009. On April&nbsp;17, 2009, the Company received this additional purchase price
payment of $1,000,000.

<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 10pt; text-indent: 4%">As previously disclosed under Items 1.01 and 3.02 in the Company&#146;s Current Reports on Form 8-K filed on November
10, 2008, December&nbsp;16, 2008, January&nbsp;9, 2009 and February&nbsp;9, 2009, the Company previously agreed to issue to 19 accredited
investors (the &#147;Bridge Investors&#148;), as consideration for the
advances by the Bridge Investors under the Company&#146;s 12% secured promissory notes (the &#147;Notes&#148;), that number of shares of the Company&#146;s Common Stock (the &#147;Shares&#148;) equal to 25% of the
principal amount of the Notes divided by the last reported closing sale price of the Company&#146;s Common Stock immediately
preceding the Company entering into the binding subscription agreements to issue the Notes. On April&nbsp;6, 2009, the
Company issued the Shares to the Bridge Investors in the aggregate amount of 575,550 shares of Common Stock.


<P align="left" style="font-size: 10pt; text-indent: 4%">As previously disclosed under Items 1.01 and 3.02 in the Company&#146;s Current Report on Form 8-K filed on March&nbsp;24,
2009, the Company agreed to issue, subject to approval of the Company&#146;s stockholders, to 11 accredited investors (the
&#147;Bridge Exchange Investors&#148;), as consideration for lien releases relating to patents and related assets
that the Company sold (the &#147;Patent Sale&#148;), and in exchange for the Notes (the &#147;Exchanged Notes&#148;) held by such Bridge
Exchange Investors, that number of shares of the Company&#146;s Common Stock (the &#147;Exchange Shares&#148;) equal to 125% of the
value of the outstanding principal and accrued interest under the Exchanged Notes, based on the greater of (i) $0.40,
(ii)&nbsp;the last reported closing sale price of the Company&#146;s Common Stock on the Nasdaq Capital Market immediately prior
to the closing of the Patent Sale and (iii)&nbsp;the consolidated closing bid price of the Company&#146;s Common Stock on the
Nasdaq Capital Market immediately prior to the closing of the Patent Sale. Stockholder approval was obtained on March
31, 2009, and on April&nbsp;6, 2009, the Company issued the Exchange Shares to the Bridge Exchange Investors in the
aggregate amount of 1,089,059 shares of Common Stock.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">(a)&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt; text-indent: 4%">(b)&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt; text-indent: 4%">(c)&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt; text-indent: 4%">(d)&nbsp;Exhibits.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;No.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Description of Exhibit</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release of Irvine Sensors Corporation, dated May&nbsp;6, 2009</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">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.

<DIV align="center">
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<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">IRVINE SENSORS CORPORATION</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">(Registrant)<BR><BR></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated: May&nbsp;6, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="CENTER" valign="top"><B>/</B>s/ JOHN J. STUART, JR.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="CENTER" valign="top">John J. Stuart, Jr.<BR>
Senior Vice President and Chief Financial Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">3




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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 6, 2009
Irvine Sensors Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-08402
33-0280334
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3001 Red Hill Avenue, Costa Mesa, California
92626
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(714) 549-8211
N/A
(Former name or former address if changed since last report.)
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:
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.
On April 30, 2009, Irvine Sensors Corporation (the "Company") received written notification (the "Staff Determination") from
The Nasdaq Stock Market ("Nasdaq") that the Company fails to comply with the minimum stockholders' equity requirement
for continued listing set forth in Nasdaq Listing Rule 5550(b) because the Company's stockholders' equity
is below the Nasdaq minimum stockholders' equity listing requirement of $2,500,000, and that the Company's securities
are, therefore, subject to delisting from The Nasdaq Capital Market. The Company has requested a hearing
to appeal the Staff Determination before a Nasdaq Listing Qualifications Panel (the "Panel") and to present the Company's plan for regaining compliance with Rule 5550(b). The Staff Determination
states that the submission of such a hearing request will stay the suspension of trading of the Company's common stock
and the delisting of the Company's securities pending the Panel's decision. There can be no assurance that the Panel
will grant the Company's request for continued listing.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included in this Current Report on
Form 8-K
, other than statements or characterizations of
historical fact, are forward-looking statements. These forward-looking statements are based on the Company's current
expectations, estimates and projections about the Company, management's beliefs, and certain assumptions made by the
Company, and events beyond the Company's control, all of which are subject to change. Such forward-looking statements
include, but are not limited to, statements relating to the
Company's plans and ability to successfully appeal the Nasdaq
Staff Determination and regain compliance with Nasdaq Listing Rule
5550(b)
. Forward-looking statements can often be identified by words
such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will,"
"should," "would," "could," "likely," "potential," "continue," "ongoing," similar expressions, and variations or
negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made
by the Company herein, and they are subject to risks, uncertainties and assumptions that could cause actual results to
differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties
referred to above include, but are not limited to, the Company's ability to raise additional
capital on a timely basis, or at all, or to improve its operating results in the near future; the
possibility that the Company's plan for regaining compliance with Nasdaq Listing
Rule
5550(b)
will not be satisfactory to the Nasdaq Panel and/or that the Nasdaq Panel will not
grant the Company's request, or that the Company's stock price could decline further; and such other factors described in the
Company's filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on
Form 8-K speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any
forward-looking statement for any reason.
Item 8.01 Other Events.
As previously disclosed under Items 1.01 and 3.02 in the Company's Current Report on Form 8-K filed on March 24,
2009, the Company agreed to issue, subject to approval of the Company's stockholders and certain other conditions, to two
accredited investors (the "Lenders"), up to 25,000 shares of its newly created Series A-2 10% Cumulative Convertible
Preferred Stock (the "Series A-2 Stock") at $40.00 per share, with the aggregate purchase price being paid solely by
the Lenders' exchange of a portion of the Company's Series 1 Senior Subordinated Secured Convertible Promissory Notes
dated December 30, 2005 held by the Lenders. Stockholder approval was obtained on March 31, 2009, and on April 30,
2009, the Company issued the Series A-2 Stock to the Lenders in the aggregate amount of 24,999 shares.
As previously disclosed under Item 1.01 in the Company's Current Report on Form 8-K filed on March 24, 2009, the
Company entered into an amendment to a Patent Purchase Agreement (as amended, the "Agreement") with Aprolase
Development Co., LLC (the "Purchaser") pursuant to which the Purchaser agreed to pay the Company an additional purchase
price payment of $1,000,000 upon the successful termination of one of the Company's third-party license agreements
within 30 days following March 18, 2009. On April 17, 2009, the Company received this additional purchase price
payment of $1,000,000.
As previously disclosed under Items 1.01 and 3.02 in the Company's Current Reports on Form 8-K filed on November
10, 2008, December 16, 2008, January 9, 2009 and February 9, 2009, the Company previously agreed to issue to 19 accredited
investors (the "Bridge Investors"), as consideration for the
advances by the Bridge Investors under the Company's 12% secured promissory notes (the "Notes"), that number of shares of the Company's Common Stock (the "Shares") equal to 25% of the
principal amount of the Notes divided by the last reported closing sale price of the Company's Common Stock immediately
preceding the Company entering into the binding subscription agreements to issue the Notes. On April 6, 2009, the
Company issued the Shares to the Bridge Investors in the aggregate amount of 575,550 shares of Common Stock.
As previously disclosed under Items 1.01 and 3.02 in the Company's Current Report on Form 8-K filed on March 24,
2009, the Company agreed to issue, subject to approval of the Company's stockholders, to 11 accredited investors (the
"Bridge Exchange Investors"), as consideration for lien releases relating to patents and related assets
that the Company sold (the "Patent Sale"), and in exchange for the Notes (the "Exchanged Notes") held by such Bridge
Exchange Investors, that number of shares of the Company's Common Stock (the "Exchange Shares") equal to 125% of the
value of the outstanding principal and accrued interest under the Exchanged Notes, based on the greater of (i) $0.40,
(ii) the last reported closing sale price of the Company's Common Stock on the Nasdaq Capital Market immediately prior
to the closing of the Patent Sale and (iii) the consolidated closing bid price of the Company's Common Stock on the
Nasdaq Capital Market immediately prior to the closing of the Patent Sale. Stockholder approval was obtained on March
31, 2009, and on April 6, 2009, the Company issued the Exchange Shares to the Bridge Exchange Investors in the
aggregate amount of 1,089,059 shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No.
Description of Exhibit
99.1
Press Release of Irvine Sensors Corporation, dated May 6, 2009
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.
IRVINE SENSORS CORPORATION
(Registrant)
Dated: May 6, 2009
/
s/ JOHN J. STUART, JR.
John J. Stuart, Jr.
Senior Vice President and Chief Financial Officer