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):
            November
                1, 2007








PROXIM
                WIRELESS CORPORATION(Exact
                name of registrant as specified in its
                charter)








Delaware
            000-29053
            04-2751645(State
                or other jurisdiction of incorporation)
            (Commission
                file number)
            (IRS
                employer identification no.)








2115
                O’Nel Drive, San Jose, CA
            95131(Address
                of principal executive offices)
            (Zip
                code)








Registrant’s
                telephone number, including area code:
            (408)
                731-2700








Not
                Applicable(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 (see General Instruction A.2. below):




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
      1.01.  Entry into a Material Definitive Agreement.





Item
      1.02.  Termination of a Material Definitive
      Agreement.





In
      a Purchase and Release Agreement,
      dated as of November 1, 2007, Proxim Wireless Corporation agreed to repurchase
      an aggregate of 1,780,300 shares of its common stock at a price of $1.70 per
      share from SRB Greenway Capital (Q.P.), L.P., SRB Greenway Capital, L.P., and
      SRB Greenway Offshore Operating Fund, L.P. (collectively the “Greenway
      Entities”).  As part of this transaction, the Greenway Entities also
      agreed to surrender to Proxim for cancellation warrants to purchase an aggregate
      of 925,000 shares of common stock of Proxim.





In
      a Purchase and Release Agreement,
      dated as of November 2, 2007, Proxim agreed to repurchase an aggregate of
      555,000 shares of its common stock at a price of $1.70 per share from Clarion
      Capital Corporation, Clarion World Offshore Fund, Ltd., The Amended &
Restated Declaration of Trust of Morton A. Cohen, Dated May 9, 2005, and Shaker
      Investments Tower, L.P. (collectively the “Clarion Entities”).  As
      part of this transaction, the Clarion Entities also agreed to surrender to
      Proxim for cancellation warrants to purchase an aggregate of 300,000 shares
      of
      common stock of Proxim.





The
      Greenway Entities and the Clarion
      Entities had purchased the common stock now being repurchased and acquired
      the
      warrants now being surrendered in a private placement pursuant to a Purchase
      Agreement, dated as of July 19, 2007 (the “Original Purchase Agreement”), as
      described in more detail in the Form 8-K filed with the Securities and Exchange
      Commission on July 24, 2007.  In connection with the Original Purchase
      Agreement, Proxim and the Greenway Entities and the Clarion Entities had also
      entered into a Registration Rights Agreement, dated as of July 23, 2007 (the
      “Registration Rights Agreement”), pursuant to which Proxim agreed to register
      with the Securities and Exchange Commission for public resale the common stock
      purchased and the common stock purchasable pursuant to the
      warrants.  Proxim did register that stock pursuant to a registration
      statement on Form S-3, Registration No. 333-145533 (the “Registration
      Statement”), and the prospectus contained therein (the
“Prospectus”).





In
      the November 2007 purchase and
      release agreements, the Greenway Entities and the Clarion Entities agreed to
      deliver to Proxim, on or before November 16, 2007, the original stock
      certificates for the stock being repurchased, together with associated stock
      powers, and the original warrant certificates for the warrants being
      surrendered.  Proxim agreed to pay the purchase price within three
      business days of receipt of the specified materials.  Each of the
      Greenway Entities and the Clarion Entities agreed that, if it failed to deliver
      the specified materials, Proxim could direct its transfer agent to cancel the
      repurchased stock at which time Proxim would pay the purchase price and the
      warrants would be cancelled.





In
      the purchase and release agreements,
      the Greenway Entities and the Clarion Entities made representations and
      warranties to Proxim and agreed to indemnify Proxim against breaches of their
      representations, warranties, and covenants.  They also released any
      claims they might have against Proxim and its affiliates in connection with
      the
      stock being repurchased, the warrants being surrendered, the Original Purchase
      Agreement, the Registration Rights Agreement, and related
      matters.  All of the rights of the Greenway Entities and the Clarion
      Entities under the Original Purchase Agreement and the Registration Rights
      Agreement have been terminated.





Also
      in the purchase and release
      agreements, the Greenway Entities and the Clarion Entities, and certain
      individual affiliates thereof, agreed not to take a variety of actions relating
      to Proxim for a period of five years, including not acquiring any ownership
      of
      or rights to vote any shares of Proxim common stock, not seeking to call any
      special stockholders meeting of Proxim or submitting any stockholder proposals
      in connection with any stockholders meeting of Proxim, not making any proposal
      for any extraordinary transaction involving Proxim, not instituting any claim,
      suit, or proceeding of any kind against Proxim or any of its representatives,
      and not engaging in a variety of short sale and hedging transactions with
      respect to Proxim’s common stock.





The
      Clarion Entities, however, are not restricted from voting, by themselves and
      not
      as part of a group and without publicity, the 117,550 shares of Proxim common
      stock they own in the aggregate that were acquired other than pursuant to the
      Original Purchase Agreement in any manner they deem appropriate or from selling
      those 117,550 shares, in each case subject to any applicable securities and
      other laws.





2
  The
        foregoing description of the purchase and release agreements with the Greenway
        Entities and the Clarion Entities does not purport to be complete and is
        qualified in its entirety by the terms and conditions of those purchase and
        release agreements, a copy of each of which is filed as Exhibit 10.1 and
        10.2, respectively, to this Form 8-K and is incorporated by
        reference.
 
 Upon
        completion of the transactions contemplated by the two purchase and release
        agreements, neither the Greenway Entities nor the Clarion Entities will own
        any
        of the shares of Proxim common stock registered for resale by them pursuant
        to
        the Registration Statement.  Accordingly, after completion of those
        transactions, the Prospectus may no longer be used by any of the Greenway
        Entities or the Clarion Entities (or any other person) in connection with
        any
        sale or other disposition of any of such shares of Proxim common
        stock.
 
 
 Item
        5.02  Departure of Directors or Certain Officers; Election of
        Directors; Appointment of Certain Officers; Compensatory Arrangements of
        Certain
        Officers.
 
 On
        November 5, 2007, the board of
        directors of Proxim Wireless Corporation elected J. Michael Gullard to fill
        a
        vacancy in the board of directors.  Mr. Gullard was appointed on the
        recommendation of Lloyd I. Miller, III, one of our significant
        stockholders.  Mr. Gullard has not yet been named to any committees of
        the board of directors, and it is not currently known which, if any, committees
        to which Mr. Gullard may be named.  As a member of our board of
        directors, Mr. Gullard will receive benefits in accordance with our standard
        director compensation policy, which was adopted by our board of directors
        on
        February 9, 2005 and reported in a current report on Form 8-K filed with
        the
        Securities and Exchange Commission on February 15, 2005.
 
 In
        accordance with this policy, it is expected that Mr. Gullard will soon be
        granted a non-qualified stock option to purchase 50,000 shares of our common
        stock that vests in three equal annual installments beginning on the date
        of
        grant.  The exercise price of Mr. Gullard’s stock options will be the
        fair market value of our common stock on the date of grant.





Item
      9.01  Financial Statements and Exhibits.





(d)           Exhibits





See
      Exhibit Index.





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.





PROXIM
                WIRELESS CORPORATIONDated:
                November 6, 2007
            By:
            /s/ David L. RenauldDavid
                L. RenauldVice
                President









3


EXHIBIT
      INDEX





Number
              Title10.1
              Purchase
                  and Release Agreement dated as of November 1, 2007 among Proxim
                  Wireless
                  Corporation and SRB Greenway Capital (Q.P.), L.P., SRB Greenway
                  Capital,
                  L.P., and SRB Greenway Offshore Operating Fund, L.P. and Steven
                  R.
                  Becker.10.2
              Purchase
                  and Release Agreement dated as of November 2, 2007 among Proxim
                  Wireless
                  Corporation and Clarion Capital Corporation, Clarion World Offshore
                  Fund,
                  Ltd., The Amended & Restated Declaration of Trust of Morton A. Cohen,
                  Dated May 9, 2005, and Shaker Investments Tower, L.P. and Morton
                  A. Cohen
                  and Edward Hemmelgarn.




4