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 21, 2016
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33449 |
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20-8259086 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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88 Silva Lane Middletown, RI |
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02842 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (401) 848-5848
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______________________________ (Former name or former address, if changed since last report) |
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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 8.01 Other Events.
As previously disclosed, on September 16, 2016, Towerstream Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Laidlaw & Company (UK) Ltd., as underwriter (the "Underwriter"), pursuant to which, among other things, the Company agreed to issue and sell to the Underwriter, and the Underwriter agreed to purchase from the Company, in an underwritten public offering (the "Offering"), an aggregate of 2,962,963 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at a public offering price of $1.35 per share of Common Stock. Gross proceeds from the Offering to the Company were approximately $4 million before the Underwriter's discount and expenses. The Offering closed on September 21, 2016.
Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriter an option, exercisable in whole or in part at any time for a period of 45 days from September 16, 2016, to purchase up to an additional 444,444 shares of Common Stock at a public offering price of $1.35 per share, to cover over-allotments, if any.
On September 22, 2016, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release Dated September 22, 2016 |
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.
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TOWERSTREAM CORPORATION |
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Dated: September 22, 2016 |
By: |
/s/ Philip Urso |
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Philip Urso |
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Interim Chief Executive Officer |
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Exhibit 99.1
Towerstream Announces the Closing of its Public Offering
MIDDLETOWN, R.I., Sept. 22, 2016 (GLOBE NEWSWIRE)—Towerstream Corporation (Nasdaq: TWER), a leading Fixed-Wireless Fiber Alternative company, announces the closing of its public offering of common stock for a total of approximately $4 million in gross proceeds to the Company. Sold in the offering were shares of the Company’s common stock at a public offering price of $1.35 per share of common stock. The Company has granted the underwriter an option for a period of up to 45 days from September 16, 2016 to purchase up to an aggregate of 444,444 shares of the Company's common stock to cover overallotments, if any.
The total gross proceeds of the public offering were before the underwriter’s discount and expenses. Laidlaw & Company (UK) Ltd. acted as the sole book-running manager for this offering.
A registration statement relating to these securities was previously filed on Form S-1 (333-212995) with the Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on September 16, 2016. A final prospectus relating to the offering may be obtained on the SEC’s website located at www.sec.gov, and electronic copies of the final prospectus may also be obtained from Laidlaw & Company (UK) Ltd., Attention: Syndicate Department, 546 Fifth Avenue, New York, NY 10036, by telephone at (212) 953-4900 or by email at syndicate@laidlawltd.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) is a leading Fixed-Wireless Fiber Alternative company delivering high-speed Internet access to businesses. The Company offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area.
Forward Looking Statements:
This press release contains "forward-looking statements" regarding matters that are not historical facts, including statements relating to the Offering. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic filings with the Securities and Exchange Commission, including the factors described in the section entitled "Risk Factors" in its annual report on Form 10-K for the fiscal year ended December 31, 2015, as amended and supplemented from time to time and the Company's Quarterly Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov. The parties do not undertake any obligation to update forward-looking statements contained in this press release.
INVESTOR CONTACT:
Terry McGovern
Vision Advisors
415-902-3001
mcgovern@visionadvisors.net