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): ~~July~~ January 1710, ~~2017~~2018

ONSTREAM MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or Other Jurisdiction of Incorporation)

000-22849 65-0420146

(Commission File Number) (IRS Employer Identification Number)

1291 SW 29 Avenue, Pompano Beach, Florida 33069

(Address of executive offices and Zip Code)

(954) 917-6655

(Registrant's Telephone Number, Including Area Code)

______________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to 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 CRF 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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry ~~Into~~into a Material Definitive Agreement

~~Item~~Our 2subsidiaries, Infinite Conferencing, Inc.01 ~~Completion~~(“Infinite”) and Entertainment Digital Network, Inc. (“EDNet”, and collectively with Infinite, the “Seller”), have entered into an interim sale and purchase agreement (the “Agreement”) with Infinite Conferencing Partners, LLC (“Buyer”), effective January 10, 2018. Per the Agreement, the parties intend that a total of ~~Acquisition~~$1.0 million will be paid for Buyer’s purchase from Seller of a sufficient number of Infinite and EDNet client accounts so that, when combined with accounts previously sold by Seller to Buyer, expected revenues will be approximately $725,000 per month, or ~~Disposition~~approximately $8.7 million per year, which we believe approximates Seller’s total combined revenues for the most recently ended twelve month period. These revenues do not include revenues from the other divisions and operations of ~~Assets~~Onstream Media Corporation, primarily webcasting and DMSP. Also, as was the case with previous similar sales of customer accounts, Seller will continue to service the sold accounts, will earn a management fee from Buyer for doing so and will have an option to purchase all membership interests in Buyer. Upon completion of this sale, and combined with previous sales of client accounts by Seller to Buyer, the Buyer will have paid $7.0 million to Seller.

AsThe ~~previously disclosed in our 8-K filed on March 2~~Agreement, ~~2017,~~among onother ~~February 28~~things, ~~2017,~~contemplates ~~we entered into~~ a ~~Patent~~reduction Purchase Agreement (the “Agreement”) with Mr. Eriya Unten, a resident of Japan and an unrelated third-party (the “Buyer”), for our sale of U.S. Patents (Nos. 9,161,068 and 9,467,728) and related U.S. Patent Applications (Nos. 14/843,457 and 15/255,416), which sale includes our entire right, title and interest in ~~such Patents and~~ the ~~rights,~~Preferred ifReturn ~~any,~~from to30% ~~the~~per ~~related~~annum ~~Patent Applications, the causes of action~~ to ~~sue~~20% ~~for~~per ~~infringement~~annum ~~thereof,~~ and ~~any~~an ~~other~~extension ~~legal~~of ~~rights entitled by~~ the ~~original~~term ~~owner~~ of ~~the Patents and Patent Applications under the law. The disclosures in~~ our ~~March~~option ~~2, 2017 8-K, as well as the exhibits~~ to ~~that~~repurchase ~~document, are incorporated herein by reference. As previously disclosed in our 8-K filed on June 2, 2017, in a letter dated May 29, 2017 and signed by us and~~ the Buyer,’s ~~the~~membership ~~Buyer~~interests ~~requested and we granted an extension~~ to ~~June~~December 2531, ~~2017 for the Buyer to address certain requirements by the bank financing this transaction and for Buyer to close the transaction~~2018.

OnWe ~~July~~have ~~17,~~received ~~2017~~$610,000 weof ~~agreed to~~ the ~~terms~~$1.0 ofmillion atotal ~~letter~~contemplated ~~from~~by the ~~Buyer,~~Agreement. inThese ~~which~~funds ~~the~~received ~~Buyer~~to ~~requested~~date ~~and~~were weutilized ~~granted~~by aus ~~further~~(i) ~~extension~~ to ~~close~~ ~~this~~repay ~~transaction, in exchange for~~ the ~~Buyer’s agreement to pay us~~ $~~250~~350,000 onnote orpayable ~~before~~to ~~July~~Sigma ~~25,~~Opportunity ~~2017~~Fund ~~and~~II, $1LLC,~~250,000~~ onas orwell ~~before~~as ~~August~~related ~~31,~~interest ~~2017~~and fees, ~~such~~and ~~payments~~(ii) to bemake ~~applied~~payments ~~against~~of ~~the~~certain ~~purchase~~accounts ~~price~~payable ~~set~~and ~~forth~~provide infunds ~~the~~for ~~Agreement~~operating expenses. InWe ~~the~~expect ~~letter,~~to use the ~~Buyer~~remaining ~~represented~~$390,000 ~~that~~of itthe ~~had~~$1.0 ~~received~~million ~~approval~~total ~~from~~contemplated ~~two~~not ofyet ~~the~~received ~~three~~to ~~financing~~(i) ~~banks~~make ~~and~~repayments ~~conditional~~of ~~approval~~certain ~~from~~debt, ~~the~~including ~~third.~~short-term ~~Although~~advances ~~the~~received ~~extension~~by asus ~~set~~during ~~forth in~~ the ~~letter~~last istwenty ~~for~~days ~~the~~and ~~necessary~~used ~~time~~ to ~~comply~~pay ~~with~~accounts ~~the~~payable ~~banks requirements~~ and ~~complete~~provide ~~the~~funds ~~entire~~for ~~transaction,~~operating inexpenses ~~that~~as ~~letter~~well ~~the~~as ~~Buyer~~to ~~stated~~(ii) ~~that~~pay itcertain ~~believed~~accounting ~~the~~and ~~transaction~~audit ~~could be concluded by August 31, 2017~~fees.

~~Our~~Per ~~receipt of additional purchase price funds beyond~~ the ~~$1.0~~Agreement, ~~million~~Buyer ~~non-refundable~~will ~~deposit~~provide, ~~already~~or ~~received~~cause ~~is subject~~ to ~~risks~~be ~~and uncertainties that include~~provided, ~~but~~reimbursement ~~are not limited~~ to, ~~Buyer’s~~Seller ~~ability~~for ~~to fund its obligation under the Agreement~~$200,000 ~~including~~it ~~but~~recently ~~not~~expended ~~limited~~as toa ~~its~~related ~~ability~~accommodation to ~~obtain any necessary financing, the impact of any applicable U~~Buyer.~~S.,~~ ~~Japanese~~That orreimbursement ~~other~~will ~~government~~be ~~regulations~~used ~~affecting~~by ~~the~~Seller ~~Agreement,~~to ~~any~~repay ~~changes~~obligations init ~~the~~incurred ~~status~~to offund ~~the~~that ~~Patents~~previous ~~or Patent Applications and/or the impact of any actions resulting from this announcement~~expenditure. ~~See “Cautionary Note Regarding Forward-Looking Statements” below.~~

~~Cautionary~~The ~~Note~~Agreement, ~~Regarding~~which ~~Forward~~is attached as Exhibit 10.1 to this Form 8-~~Looking~~K ~~Statements~~and is incorporated herein in its entirety, contains additional terms and contingencies other than those discussed above. Further information with respect to previous similar transactions and documents that are the basis and predecessor for the transactions and documents referenced in the Agreement are contained in our Form 10-Q for the nine months ended June 30, 2016, filed by us on October 28, 2016 and a Form 8-K filed by us on March 6, 2017.

Certain statements in this document and elsewhere by Onstream Media are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of the company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to fluctuations in demand; changes to economic growth in the U.S. economy; government policies and regulations, including, but not limited to those affecting the Internet. In this particular matter, such risk and uncertainties include the Buyer’s ability to fund its obligation under the Agreement, including but not limited to its ability to obtain any necessary financing, the impact of any applicable U.S., Japanese or other government regulations affecting the Agreement, any changes in the status of the Patents or Patent Applications and/or the impact of any actions resulting from this announcement. Onstream Media undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in Onstream Media Corporation's filings with the Securities and Exchange Commission.1

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits

~~Pursuant~~(c) ~~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.~~Exhibits

	ONSTREAM MEDIA CORPORATION
	By:	/s/ Robert E. Tomlinson
July 20, 2017		Robert E. Tomlinson, CFO

Exhibit No. Description

10.1 Interim Sale and Purchase Agreement between Infinite, EDNET and Infinite Conferencing Partners. LLC, effective January 10, 2018

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this document and elsewhere by Onstream Media are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of the company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to fluctuations in demand; changes to economic growth in the U.S. economy; government policies and regulations, including, but not limited to those affecting the Internet. Onstream Media undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in Onstream Media Corporation's filings with the Securities and Exchange Commission.

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.

	ONSTREAM MEDIA CORPORATION

	By:	/s/ Robert E. Tomlinson
January 17, 2018		Robert E. Tomlinson, CFO

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