Current Report Filing (8-k)

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): September 28, 2016

Towerstream Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33449

20-8259086

(State or other

jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

88 Silva Lane

Middletown, RI

02842

(Address of principal executive offices)

(Zip Code)

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

(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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of the stockholders (the “Special Meeting”) of Towerstream Corporation (the “Company”) was held on September 28, 2016. A total of 2,429,429 shares of common stock, constituting a quorum, were present and accounted for at the Special Meeting. At the Special Meeting, the Company’s stockholders approved the following proposals:

(i) In accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in one or more non-public offerings, where the discount at which securities will be offered will be equivalent to a maximum discount of 30% below the market price of the Company’s common stock.

The potential issuance was approved and the votes were cast as follows:

For				Against			Abstain					Broker non-votes
1,876,272				513,538					39,619			0

(ii) In accordance with NASDAQ Listing Rule 5635(d), the potential issuance in excess of 20% of the Company’s outstanding shares of common stock in one or more non-public offerings, where the discount at which securities will be offered will be equivalent to a maximum discount of 20% below the market price of the Company’s common stock.

The potential issuance was approved and the votes were cast as follows:

For				Against			Abstain					Broker non-votes
1,996,763				388,424					44,242			0

(iii) Approval of any change of control that could result from the potential issuance of securities in the non-public offerings following approval of Proposal 1 or Proposal 2, as required by and in accordance with Nasdaq Marketplace Rule 5635(b).

The potential change of control was approved and the votes were cast as follows:

For				Against			Abstain					Broker non-votes
1,988,995				362,598					77,836			0

(iv) Approval of the Company’s 2016 Equity Incentive Plan, including the reservation of 682,000 shares of common stock thereunder.

The 2016 Equity Incentive Plan was approved and the votes were cast as follows:

For				Against			Abstain					Broker non-votes
2,018,974				296,757					113,657			41

As of the record date for the Special Meeting, 4,675,795 shares of common stock were issued and outstanding.

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.