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

~~April~~May 2923, 2016

Date of Report (Date of earliest event reported)

LATTICE INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	005-34249	22-2011859
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7150 N. Park Drive, Suite 500
Pennsauken, New Jersey

08109

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (856) 910-1166

N/A ___________________________

(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

[ _] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ _] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ _] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material ~~Definitive~~definitive Agreement.

The disclosure contained in Item 83.0102 is ~~incorporated~~ incorporated by reference in this Item 1.01.

Item 23.0302 ~~Creation~~Unregistered ofSales ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aEquity ~~Registrant.~~Securities

~~The~~Pursuant ~~disclosure~~to ~~contained~~the terms of a Securities Purchase Agreement dated May 23, 2016 (the “Placement Agreement”), Lattice Incorporated (the “Company”) sold 6,033,331 shares of its common stock to 7 accredited investors for aggregate gross proceeds of $217,200. In connection with the sale, the Company paid a placement agent fee of $10,860 in ~~Item~~cash 8to Boenning & Scattergood, Inc.01 is(“B&S”) ~~incorporated~~and will issue byB&S ~~reference~~a warrant to purchase 181,000 shares of the Company’s common stock at the price of $0.06 per share. The investors were granted piggyback registration rights in ~~this~~connection ~~Item~~with the Placement Agreement. The securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.~~03.~~

~~Item 8.01 Other Events.~~2

As previously disclosed by Lattice Incorporated (the “Company”), on June 26, 2015, Global Tel*Link Corporation (“GTL”) filed an arbitration claim against the Company with JAMS pursuant to a Master Services Agreement between the Company and a predecessor to GTL, dated December 31, 2008 (the “MSA”). GTL alleged that the Company breached the MSA and that the Company owes GTL approximately $2.9 million, including interest.SIGNATURES

OnPursuant ~~April~~to ~~29,~~the ~~2016,~~requirements of the ~~Company~~Securities Exchange ~~and~~Act ~~GTL~~of ~~entered into~~1934, athe ~~settlement~~Registrant ~~agreement~~has ~~pursuant~~duly caused this report to ~~which:~~be signed on its behalf by the undersigned hereunto duly authorized.

· Lattice agreed to pay GTL $250,000 within five business days of the date of the settlement agreement;

Dated May 27, 2016	LATTICE INCORPORATED

	By:	/s/ Joe Noto
	Name: Title:	Joe Noto Chief Financial Officer

~~· Lattice issued a confession of judgment promissory note in the aggregate principal amount of $2,495,625 (the “Note”); and~~3

· Lattice entered into a Teaming Agreement with GTL.

The Note bears interest at the rate of 8% per year and provides a schedule of payments consisting of principal and interest through April 30, 2019. The obligations under the Note are secured by all of the Company’s assets pursuant to the terms of a Security Agreement (the “Security Agreement”). The Security Agreement provides for customary events of default.

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.

Dated May 5, 2016

LATTICE INCORPORATED

By: /s/ Joe Noto Name: Joe Noto Title: Chief Financial Officer

Filing Compare · Lattice INC