UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~DATE toOF ~~Section~~REPORT (DATE 13OF orEARLIEST ~~15(d)~~EVENT ~~of the~~REPORTED): ~~Securities~~May ~~Exchange~~15, ~~Act~~2015 of(May ~~1934~~12, 2015)

Date of Report (Date of earliest event reported): April 23, 2015

deltathree, Inc.

(Exact name of registrant as specified in its charter)

Delaware

DELAWARE	000-28063	13-4006766
(State or other jurisdiction of	(Commission file number)	(IRS employer identification
incorporation or organization)		number)

~~(State~~1 orBridge ~~other jurisdiction of incorporation)~~Plaza

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

Fort Lee, New Jersey 07024
(Address of Principal Executive Offices) (Zip Code)

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):

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~~TABLE ~~1.01.~~OF ~~Entry into a Material Definitive Agreement.~~CONTENTS

On April 23, 2015, each of deltathree, Inc. (the “Company”), Delta Three Israel, Ltd. and DME Solutions, Inc. entered into the Amendment to Fourth Loan and Security Agreement and Promissory Note, dated as of April 23, 2015 (the “Amendment”) with D4 Holdings, LLC ("D4 Holdings"). The Amendment amends (i) that certain Fourth Loan and Security Agreement, dated as of September 12, 2011, entered into by the parties (as amended, the “Fourth Loan Agreement”) and the promissory note executed in connection therewith (the "Promissory Note"), each as more fully described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 12, 2011, and (ii) that certain Forbearance Agreement, dated as of March 28, 2014, entered into by the parties (the "Forbearance Agreement"), as more fully described in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 31, 2014.

Item 1.01 Entry into a Material Definitive Agreement	3
SIGNATURES	4
EXHIBIT INDEX	5
EX-2.1

Pursuant to the terms of the Amendment, the Maximum Principal Amount (as defined in the Fourth Loan Agreement) was increased from $300,000 to $500,000 and the principal sum in the Promissory Note was amended from $300,000 to $500,000.2

~~The Company is majority-owned by D4 Holdings~~Item 1. ~~Each~~01 ofEntry ~~Robert~~into ~~Stevanovski, Anthony Cassara and David Stevanovski, members of the Company’s Board of Directors, is~~ a ~~principal of D4 Holdings. As a result, each of these individuals and D4 Holdings may be deemed~~Material toDefinitive ~~have a direct or indirect interest in the transactions contemplated by the Amendment~~Agreement. In accordance with the Company’s Audit Committee Charter, the Amendment and the transactions contemplated thereby were approved by the Audit Committee, which includes those directors who are not affiliated with D4 Holdings.

~~The~~On ~~foregoing~~May ~~description~~12, 2015, deltathree, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the ~~Amendment~~“Merger ~~does~~Agreement”) ~~not~~with ~~purport~~D4 Holdings, LLC, a Delaware limited liability company, (“D4”), and D4 Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of D4 (“Merger Sub”), pursuant to bewhich Merger Sub will merge with and into the Company, with the Company surviving as a ~~complete~~wholly-owned ~~summary~~subsidiary of D4 (the “Merger”). Upon completion of the Merger, each share of common stock issued and isoutstanding ~~qualified~~immediately prior into ~~its~~the ~~entirety~~effective time of the Merger, other than shares of common stock (i) held by ~~reference~~stockholders who are entitled to demand and who properly demand appraisal for such shares under Section 262 of the ~~full~~General ~~text~~Corporation Law of the State of Delaware or ~~Amendment~~(ii) ~~filed~~held asin ~~Exhibit~~the ~~10.1~~treasury of the Company or by D4 or any direct or indirect subsidiary of the Company or D4, will be converted into the right to ~~this~~receive ~~Report~~$. 01 in cash, without interest and less any required withholding taxes.

~~Item~~The ~~2.03.~~Merger ~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Agreement

~~The~~Consummation ~~information in~~of ~~Item~~the ~~1.01~~Merger ofis ~~this~~subject ~~Current~~to certain ~~Report~~conditions, onincluding ~~Form~~(i) the ~~8-K~~adoption isof ~~incorporated~~the byMerger ~~reference~~Agreement ~~into~~by ~~this~~the ~~Item~~stockholders ~~2.03. On~~of ~~April~~the 23Company, ~~2015~~D4 and the Merger Sub, (ii) the ~~Company~~absence ~~received~~of ~~$200~~any law,~~000~~ ~~from~~order D4or ~~Holdings~~injunction ~~pursuant~~prohibiting the closing, (iii) material compliance with covenants and, subject to acertain ~~notice~~exceptions, the accuracy of ~~borrowing~~representations ~~under~~and ~~the~~warranties ~~Fourth~~and ~~Loan~~(iv) certain other customary closing ~~Agreement~~conditions. Consummation of the Merger is not subject to any financing condition.

~~Item~~The 9Company, D4 and the Merger Sub have made customary representations, warranties and covenants in the Merger Agreement.~~01.~~ ~~Financial~~In ~~Statements~~addition, the Company has covenanted to conduct its business in the ordinary course consistent with past practice between the execution of the Merger Agreement and ~~Exhibits~~consummation of the Merger.

~~(d)~~The ~~Exhibits~~Merger Agreement contains certain termination rights for both the Company and D4. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including if the Company’s stockholders do not adopt the Merger Agreement by 11:59 p.m., Eastern Daylight time, on July 31, 2015.

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.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto.

~~SIGNATURE~~Greenberg Traurig, LLP is serving as its legal counsel.

~~Pursuant~~Additional ~~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.~~Information

~~DELTATHREE~~The Merger Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, ~~INC~~D4 or Merger Sub. ~~By:~~The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or D4 or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure schedule that the parties have exchanged. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of such agreement or a prior, specified date, (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/s/or ~~Effi~~other ~~Baruch~~matters, ~~Name:~~and ~~Effi~~(iii) they ~~Baruch~~may ~~Title:~~be ~~Chief~~modified ~~Executive~~in ~~Officer~~important part by the underlying disclosure schedule. Moreover, information concerning the subject matter of the representations and ~~President~~warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or D4’s public disclosures.

~~Dated:~~Item 9.01 ~~April~~Financial ~~27,~~Statements ~~2015~~and Exhibits.

~~EXHIBIT INDEX~~(d) Exhibits:

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.

2.1

Agreement and Plan of Merger, dated as of May 12, 2015, among deltathree, Inc., D4 Holdings, LLC and D4 Acquisition, Inc.

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.

	DELTATHREE, INC.

Date: May 15, 2015	By:	/s/ Effi Baruch
	Name:	Effi Baruch
	Title:	Chief Executive Officer and President

EXHIBIT INDEX

2.1	Agreement and Plan of Merger, dated as of May 12, 2015, among deltathree, Inc., D4 HOLDINGS, LLC and D4 Acquisition, Inc.

Filing Compare · DELTATHREE INC