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): ~~March~~April 2623, 2015

deltathree, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-28063	13-4006766
(Commission File Number)	(IRS Employer Identification No.)

1 Bridge Plaza, Fort Lee, New Jersey		07024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 500-4850

(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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~February 25~~ April 23, 2015, D4each ~~Holdings~~of deltathree, ~~LLC~~ Inc. (~~"D4~~the ~~Holdings"~~“Company”), ~~the~~Delta ~~holder~~Three ofIsrael, ~~approximately 54~~Ltd.0% ofand ~~the~~DME ~~issued~~Solutions, ~~and~~Inc. ~~outstanding~~entered ~~shares~~into of the ~~common~~Amendment ~~stock,~~to ~~par~~Fourth ~~value~~Loan ~~$0.001~~and ~~per~~Security Agreement ~~share~~and ~~(the~~Promissory ~~"Common Stock")~~Note, dated as of ~~deltathree~~April 23, ~~Inc.~~2015 (the ~~"Company'~~“Amendment”) ~~sent~~with aD4 ~~letter~~Holdings, toLLC ~~the~~("D4 ~~Company's~~Holdings"). The ~~board~~Amendment ofamends ~~directors~~(i) that ~~indicated~~certain ~~that within~~Fourth ~~three~~Loan toand ~~four~~Security ~~weeks~~Agreement, ofdated ~~the~~as ~~date~~ of ~~the~~September ~~letter~~12, D42011, ~~Holdings~~entered ~~intended~~into toby ~~initiate~~the aparties (as ~~tender~~amended, ~~offer~~the to“Fourth ~~purchase~~Loan ~~all~~Agreement”) ofand the ~~outstanding~~ ~~shares~~promissory ofnote ~~the~~executed ~~Common~~in ~~Stock~~connection ~~not~~therewith ~~owned~~(the by"Promissory Note"), D4each ~~Holdings~~as atmore afully ~~purchase~~described ~~price of $0.01 per share~~ in ~~cash.~~the ~~D4 Holdings~~Current ~~stated~~Report ~~that~~on itForm is8-K ~~not~~filed ~~willing~~by tothe ~~enter~~Company ~~into further forbearance arrangements~~ with the ~~Company~~Securities orand ~~to provide the~~Exchange ~~Company~~Commission ~~additional~~on ~~financing.~~September ~~Finally~~12, D42011, ~~Holdings~~and ~~indicated~~(ii) that, incertain ~~its~~Forbearance ~~capacity~~Agreement, dated as ~~majority stockholder~~ of ~~the~~March ~~Company~~28, ~~it is~~2014, ~~presently~~entered ~~not~~into ~~interested~~by inthe parties ~~either~~(the ~~selling~~"Forbearance ~~its~~Agreement"), ~~shares~~as ormore ~~voting~~fully described in ~~favor~~the ofAnnual ~~any~~Report ~~alternative~~on ~~transaction,~~Form ~~including~~10-K ~~a merger~~filed orby ~~sale~~the ofCompany with the ~~Company's~~Securities ~~assets~~and orExchange ~~business~~Commission oron ~~similar~~March ~~transaction~~31, 2014.

OnPursuant ~~March 26, 2015 D4 Holdings sent a letter (the "Revised Offer Letter")~~ to the ~~Company's~~terms ~~board~~ of ~~directors~~the ~~that indicated that D4 Holdings~~Amendment, ~~withdraws its previous offer and instead proposes to acquire~~ the ~~Company~~Maximum ~~through~~Principal aAmount ~~merger of the Company with a newly-formed acquisition subsidiary of D4 Holdings. The transaction will be structured~~ (as adefined ~~stock~~in ~~purchase, pursuant to which D4 Holdings will purchase all of~~ the ~~outstanding~~Fourth ~~shares~~Loan ofAgreement) ~~the~~was ~~Common~~increased ~~Stock~~from ~~not owned by D4 Holdings. D4 Holdings restated its previous offer of~~ $~~0.01 per share~~300,000 to ~~be paid in cash from its own funds~~$500,000 and ~~accordingly~~the ~~there will be no financing contingency. In addition, D4~~principal ~~Holdings~~sum ~~will~~in ~~assume~~the ~~all~~Promissory ofNote ~~the~~was ~~Company's~~amended ~~outstanding~~from ~~debt~~$300,000 ~~currently~~to ~~valued at approximately~~ $7500,000.~~9 million.~~

The ~~completion~~Company ~~of the~~is ~~transaction~~majority-owned ~~will~~by beD4 ~~conditioned~~Holdings. Each ~~upon,~~of ~~among~~Robert ~~other things~~Stevanovski, ~~approval~~Anthony byCassara aand ~~special~~David ~~committee~~Stevanovski, members of the Company'’s Board ~~board~~of Directors, is a principal of ~~directors~~D4 ~~consisting~~ Holdings. As a result, each of ~~independent~~these ~~directors~~individuals and D4 Holdings may be deemed to have a direct or indirect interest in the transactions contemplated by the Amendment. In Ifaccordance with the ~~transaction~~Company’s Audit isCommittee ~~completed~~Charter, the ~~Common~~Amendment ~~Stock~~and ~~will~~the notransactions ~~longer~~contemplated bethereby ~~registered~~were ~~under~~approved ~~Section~~by 12the ofAudit ~~the~~Committee, which includes ~~Exchange~~those ~~Act~~directors who are not affiliated with D4 Holdings.

The foregoing description of ~~some of~~ the ~~material~~Amendment ~~terms~~does ~~of the merger is~~ not ~~meant~~purport to be a complete summary and is qualified in its entirety by reference to the full text of the Amendment ~~Revised Offer Letter~~ filed as Exhibit 9910.1 to this Report ~~and incorporated herein by reference~~.

Item 92.0103. Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(d) Exhibits~~The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. On April 23, 2015, the Company received $200,000 from D4 Holdings pursuant to a notice of borrowing under the Fourth Loan Agreement.

Exhibit No.	Description
99.1	Letter from D4 Holdings, LLC to the Board of Directors of the Company dated March 26, 2015.

Item 9.01. Financial Statements and Exhibits

~~SIGNATURE~~(d) Exhibits

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.

Exhibit No.		Description

10.1		Amendment to Fourth Loan and Security Agreement and Promissory Note, dated as of April 23, 2015, by and among deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and D4 Holdings, LLC.

~~DELTATHREE, INC. By: /s/ Effi Baruch Name: Effi Baruch Title: Chief Executive Officer, President, Senior Vice President of Operations and Technology and Secretary~~SIGNATURE

~~Dated:~~Pursuant ~~March~~to 31the requirements of the Securities Exchange Act of 1934, ~~2015~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DELTATHREE, INC.

	By:	/s/ Effi Baruch
	Name:	Effi Baruch
	Title:	Chief Executive Officer and President

Dated: April 27, 2015

EXHIBIT INDEX

Exhibit No.		Description

10.1		Amendment to Fourth Loan and Security Agreement and Promissory Note, dated as of April 23, 2015, by and among deltathree, Inc., Delta Three Israel, Ltd., DME Solutions, Inc. and D4 Holdings, LLC.

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