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

June 730, 2016

Date of Report (Date of earliest event reported)

LATTICE INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	005-34249	22-2011859
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7150 N. Park Drive, Suite 500 Pennsauken, New Jersey	08109
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (856) 910-1166

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:

[_ ] Written communications pursuant to Rule 425 under the Securities Act

[_ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 51.0801 ~~Shareholder~~Entry ~~Director~~into ~~Nominations.~~a Material definitive Agreement

ToThe ~~the~~disclosure ~~extent~~contained ~~applicable, the information~~ in Item 82.0103 ~~of this Form 8-K~~ is incorporated by reference ~~into~~in this Item 51.0801.

Item 82.0103 ~~Other~~Creation ~~Events~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~The~~As ~~Board~~previously ofdisclosed ~~Directors~~by of Lattice Incorporated (the “Company”), ~~has~~on ~~established~~November ~~September~~2, 272015, ~~2016 as~~ the ~~date~~Company ofentered ~~the~~into ~~Company’s~~a ~~2016~~Loan ~~Annual~~and ~~Meeting~~Security ofAgreement ~~stockholders~~ (the “~~2016~~Loan ~~Annual~~Agreement”) with ~~Meeting~~Cantone Asset Management, LLC (“Cantone”), pursuant to which ~~will~~Cantone beagreed ~~held~~to atloan the Company a ~~time~~gross ~~and~~amount of ~~location~~$580,000, toless bean ~~determined~~original ~~and~~issue ~~specified~~discount inof $58,000 (the ~~Company’s~~“Loan”), of which $136,800 (plus interest) would be used ~~proxy~~to ~~statement~~pay off an outstanding bridge loan to Cantone. The ~~record~~original due date ~~for~~of ~~determination~~the ofLoan ~~stockholders~~was ~~entitled~~May to2, ~~vote~~2016. atThe ~~the~~due ~~2016~~date ~~Annual~~was ~~Meeting~~previously extended to July 2, 2016, and, ~~any~~on ~~adjournment thereof~~June 30, ~~will~~2016, be the ~~close~~due date of ~~business~~the onLoan ~~August~~was 22extended to November 2, 2016. ~~More~~(the ~~information~~“June ~~regarding~~30 Extension”). ~~the~~Pursuant ~~2016~~to ~~Annual~~the ~~Meeting~~June ~~will~~30 beExtension, ~~disclosed~~ in consideration for extending the ~~Company’s~~Loan, ~~proxy~~the ~~statement~~principal ~~which~~amount of the ~~Company~~Loan was ~~anticipates~~increased ~~filing~~by ~~with~~$20,000 and the ~~United~~Company ~~States~~will ~~Securities~~issue ~~and~~Cantone ~~Exchange~~2,000,000 ~~Commission (the~~shares ~~“SEC”)~~of its common stock.

~~Stockholders~~Item of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2016 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received by the Company’s Secretary, Joe Noto, Lattice Incorporated, 7150 N3.02 ~~Park~~Unregistered ~~Drive,~~Sales ~~Suite 500, Pennsauken, New Jersey 08109, (856) 910-1166 no later than the close~~ of ~~business~~Equity on July 15, 2016. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC to be eligible for inclusion in the proxy materials for the 2016 Annual Meeting. The persons authorized by the form of proxy to be sent in connection with the solicitation of proxies on behalf of Company’s board of directors for the 2016 Annual Meeting will vote in their discretion as to any matter of which Company has not received notice by July 15, 2016.Securities

InThe ~~addition,~~disclosure incontained accordance with the Company’s policy, stockholders who wish to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in ~~the~~Item ~~proxy~~2.03 ~~statement for the 2015 annual meeting of stockholders)~~ is ~~received by~~incorporated ~~the~~by ~~Company’s~~reference ~~Secretary~~in atthis ~~the~~Item ~~address specified above, no later than the close of business on July 15, 2016~~3.02.

The 2,000,000 shares of the Company’s common stock to be issued to Cantone will be issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

~~SIGNATURES~~2

~~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.~~SIGNATURES

~~Dated~~Pursuant ~~June~~to 14the requirements of the Securities Exchange Act of 1934, ~~2016~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~LATTICE~~Dated ~~INCORPORATED~~July 6, 2016

~~By:~~LATTICE ~~/s/ Joe Noto~~ INCORPORATED ~~Name: Joe Noto~~ ~~Title: Chief Financial Officer~~

3By: /s/ Joe Noto Name: Joe Noto Title: Chief Financial Officer

Filing Compare · Lattice INC