UNITED STATES

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

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The Securities Exchange Act of 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): September 3, 2018~~1934

Date of Report (Date of earliest event reported): October 24, 2018

Towerstream Corporation

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

Delaware	001-33449	20-8259086
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

76 Hammarlund Way – Tech 3 Middletown, RI 02842 (Address of Principal Executive Office)

76 Hammarlund Way – Tech 3

Middletown, RI

02842

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (401) 848-5848

(~~Registrant's~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code)~~since last report)

(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 (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 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))

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in as defined in Rule ~~14a-12~~405 ~~under~~of the ~~Exchange~~Securities Act of 1933 (17§230.405 ~~CFR~~of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.~~14a-12~~12b2 of this chapter).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))~~[ ]

☐If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR240~~.~~13e-4(c))~~ [ ]

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230~~1.~~405)~~01. orEntry ~~Rule~~into ~~12b-2~~a ofMaterial ~~the~~Definitive ~~Securities Exchange Act of 1934 (17 CFR §240.12b-2).~~Agreement

~~Emerging~~On ~~growth~~October ~~company~~24, ☐2018, Towerstream Corporation (the “Company”) and its subsidiaries Towerstream I Inc., Hetnets Tower Corporation, Omega Communications Corporation, Alpha Communications Corporation and Towerstream Houston, Inc. entered into a Third Amendment (the “Amendment”) to the Second Amended and Restated Forbearance to Loan Agreement (the “Forbearance Agreement”) with Melody Business Finance LLC (“Melody”) and the majority lenders under the loan agreement (the “Loan Agreement”) entered into on October 16, 2014 by and among the Company, certain of its subsidiaries, Melody and the lenders party thereto.

IfPursuant anto ~~emerging~~the ~~growth~~Amendment, ~~company~~the parties determined, ~~indicate~~among byother ~~check~~things, ~~mark~~to ifextend the ~~registrant~~compliance ~~has~~period ~~elected~~for ~~not~~certain covenants in the Forbearance Agreement to ~~use~~November 15, 2018 from April 15, 2018 and to eliminate the ~~extended~~Sale ~~transition~~Milestone ~~period~~dates from the Forbearance Agreement. In addition, obligations under the Loan Agreement for ~~complying~~interest ~~with~~payments ~~any~~for ~~new~~the orquarter ended September 30, 2018 were revised ~~financial~~to ~~accounting~~provide ~~standards~~that ~~provided~~interest ~~pursuant~~may be paid in cash or treated as PIK interest, to ~~Section~~be ~~13(a)~~added ofto the ~~Exchange~~outstanding ~~Act.~~loan ☐balance due, at the discretion of the Company.

~~Item~~The ~~5.02~~foregoing ~~Departure~~description of ~~Directors~~the orAmendment ~~Certain~~is ~~Officers;~~not ~~Election~~complete ofand ~~Directors;~~is ~~Appointment~~qualified in its entirety by reference to the full text of ~~Certain~~the ~~Officers;~~Amendment, ~~Compensatory~~a ~~Arrangements~~copy of ~~Certain~~which ~~Officers~~is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

AsItem previously disclosed, on May 24, 2018, Towerstream Corporation (the “Company”) adopted a management incentive plan pursuant to which the Company will pay up to $2,000,000 in cash bonuses (subject to withholding and deductions) to officers, directors and employees upon either a sale of the Company or a sale of its assets in each case that results in the payment in full of the obligations due to the Lenders under the Loan Agreement (a “Triggering Sale”)9.01. ~~Pursuant~~Financial toStatements ~~the management incentive plan, Ernest Ortega, the Chief Executive Officer of the Company, is eligible to receive a Triggering Bonus in the amount of $360,000~~ and ~~an Additional Bonus in the amount of $350,000.~~Exhibits

On(d) September 3, 2018, the Board of Directors of the Company approved an incentive bonus of $100,000 payable to Mr. Ortega upon the closing of a Triggering Sale in which Mr. Ortega does not qualify for either the Triggering Bonus or the Additional Bonus.Exhibits

SIGNATURES

Exhibit

No.

Description

10.1

Third Amendment to Second Amended and Restated Forbearance to Loan Agreement

~~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

~~TOWERSTREAM~~Pursuant ~~CORPORATION~~to ~~Date:~~the ~~September~~requirements 6of the Securities Exchange Act of 1934, ~~2018~~the ~~By:~~Registrant ~~/s/~~has ~~Ernest~~duly ~~Ortega~~caused ~~Name:~~this ~~Ernest~~report ~~Ortega~~to ~~Title:~~be ~~Chief~~signed ~~Executive~~on ~~Officer~~its behalf by the undersigned hereunto duly authorized.

	TOWERSTREAM CORPORATION

Dated: October 25, 2018	By:	/s/ Ernest Ortega
		Ernest Ortega
		Chief Executive Officer

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