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): June 1221, 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)

~~Written~~[ ~~communications~~] Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 ~~CRF~~CFR ~~230~~240.~~425~~14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~[ ~~material~~] Pre-commencement communications pursuant to Rule ~~14a~~133-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[Item ]1.01 Entry into a Material Definitive Agreement

~~Pre~~In a Form 8-~~commencement~~K ~~communications~~filed ~~pursuant~~on toJanuary ~~Rule~~17, ~~14d-2~~2018, we disclosed that our subsidiaries, Infinite Conferencing, Inc. (b“Infinite”) ~~under~~and Entertainment Digital Network, Inc. (“EDNet”, and collectively with Infinite, the ~~Exchange~~“Seller”), ~~Act~~had entered into an interim sale and purchase agreement (17the ~~CFR~~“Interim ~~240.14d-2~~Agreement”) with Infinite Conferencing Partners, LLC (b“Buyer”)), effective January 10, 2018. Under the Interim Agreement, the parties intended that a total of $1.0 million would be paid for Buyer’s purchase from Seller of a certain number of Infinite and EDNet customer accounts. In this Form 8-K we are disclosing a similar, but larger, transaction in its final form that supersedes and replaces the transaction contemplated in the Interim Agreement.

[Accordingly, ]this Form 8-K is being filed to disclose that we have received gross proceeds of $2.5 million for our sale to Buyer of (i) the remainder of Infinite’s recently active customers (and the related future business to those customers) not previously sold to Partners, (ii) all of EDNet’s recently active customers (and the related future business to those customers) and (iii) certain of our webcasting division customers (and the related future business to those customers), which sold accounts in aggregate (“Fifth Tranche of Additional Sold Accounts”) represent historical annual revenues of approximately $3.9 million and includes accounts to compensate for attrition in the accounts previously sold to Buyer by Seller. As a result of the inclusion of webcasting accounts in this sale, parent company Onstream Media Corporation is now a party to the transaction and so collectively with Infinite and EDNet constitutes the “Seller”.

~~Pre-commencement~~Including ~~communications~~this ~~pursuant~~sale as well as all customer accounts previously sold by Seller to ~~Rule~~Buyer, ~~133-4(c)~~historical ~~under~~annual revenues from all accounts sold by Seller to Buyer were approximately $10.6 million per year, which represents approximately 94% of Seller’s total combined revenues for the ~~Exchange~~twelve ~~Act~~months ~~(17~~ended ~~CFR~~March ~~240~~31, 2018.~~13e-4(c))~~ Seller’s revenues do not include revenues from the other divisions and operations of Onstream Media Corporation, primarily DMSP. Including this sale as well as payments from Buyer from all previous sales of customer accounts, the Buyer has paid $8.5 million to Seller.

~~Item~~ 1~~.02~~

~~Termination~~In ofconnection awith ~~Material~~this ~~Definitive~~sale, ~~Agreement~~Infinite, EDNet, Onstream and Partners entered into:

As· an ~~previously~~Amended ~~disclosed~~and inRestated ~~our~~Management ~~8-K~~Services ~~filed~~Agreement ondated ~~March~~December 218, 2017, ~~on February 28, 2017, we entered into a Patent Purchase Agreement~~ (~~the~~ “~~Agreement~~Fifth Amended MSA”) with ~~Mr. Eriya Unten,~~ a ~~resident~~term ofexpiring ~~Japan~~on ~~and~~December an31, ~~unrelated third-party (the “Buyer”)~~2018, ~~for~~unless ~~our~~and ~~sale~~until ofterminated ~~U.S.~~by ~~Patents~~mutual ~~(Nos.~~consent ~~9,161,068~~of ~~and~~the ~~9,467,728)~~parties ~~and~~or ~~related~~pursuant ~~U.S.~~to ~~Patent~~certain ~~Applications~~termination ~~(Nos~~rights. ~~14/843,457~~All ~~and~~other ~~15/255,416),~~terms ~~which~~of ~~sale~~the ~~includes~~Fifth ~~our~~Amended ~~entire~~MSA ~~right,~~were ~~title~~substantially ~~and~~the ~~interest~~same inas ~~such~~the ~~Patents~~terms ~~and~~of the ~~rights,~~Third ifAmended ~~any,~~MSA toas ~~the~~disclosed ~~related~~in ~~Patent~~our ~~Applications,~~report ~~the~~on ~~causes~~Form of8-K ~~action~~filed toon ~~sue~~March ~~for infringement thereof~~6, 2017 and ~~any~~the ~~other~~Second ~~legal~~Amended ~~rights~~MSA ~~entitled~~included byas ~~the~~an ~~original~~exhibit ~~owner~~to ofour ~~the~~September ~~Patents~~30, ~~and~~2015 ~~Patent~~10-K ~~Applications~~filed ~~under~~on ~~the~~October ~~law.~~28, ~~The~~2016, ~~disclosures~~except inthat, ~~our~~as ~~March~~disclosed 2,in ~~2017~~our Form 8-K, asfiled ~~well~~on asJanuary ~~the exhibits to that document~~17, ~~are~~2018 ~~incorporated~~the ~~herein~~Preferred byReturn ~~reference.~~was ~~Also~~reduced ~~see~~from ~~Item~~30% ~~8.01~~per ~~below~~annum ~~with respect~~ to ~~subsequent~~20% ~~developments~~per ~~with~~annum, ~~respect~~effective toJanuary ~~the~~1, ~~Patent Applications~~2018.

As· an ~~previously~~Amended ~~disclosed~~and inRestated ~~our~~Membership ~~8-K~~Interest ~~filed~~Option onAgreement ~~June~~dated 2December 18, 2017 (“Fifth Amended Option Agreement”), inwhereby awe ~~letter~~have ~~dated~~the ~~May~~right 29through December 31, ~~2017~~2018 ~~and~~to ~~signed~~buy 100% ownership (i.e., all of the membership interests) of Partners by uspayment ~~and~~of the ~~Buyer~~purchase price of all previously sold accounts ($8.5 million, the ~~Buyer~~“Investment”) ~~requested~~plus ~~and~~a wepremium ~~granted~~(in anaggregate ~~extension~~with tothe ~~June~~Investment, the “Option Price”). The premium is 5.0% of the Investment plus 1.25,% ~~2017~~of the Investment for ~~the~~each ~~Buyer~~quarter or portion thereof (but not to ~~address~~exceed ~~certain~~5.0% ~~requirements~~for byany twelve month period), beginning on the ~~bank~~later ~~financing~~of ~~this~~December ~~transaction~~16, 2015 or the date each installment of the Investment was funded by the individual investors, and ending on the date of the exercise of our purchase right. We estimate that the Option Price as of December 31, 2018 would be approximately $9.9 million. The Fifth Amended Option Agreement also provides that if we exercise our purchase right under the Fifth Amended Option Agreement, each Partners member shall receive the guaranteed Preferred Return for ~~Buyer~~six months, to ~~close~~ the ~~transaction~~extent not already paid. All other terms of the Fifth Amended Option Agreement were substantially the same as the terms of the Third Amended Option Agreement as disclosed in our report on Form 8-K filed on March 6, 2017 and the Second Amended Option Agreement included as an exhibit to our September 30, 2015 10-K filed on October 28, 2016.

As ~~previously~~was ~~disclosed~~initially inprovided ~~our 8-K filed on July 20, 2017, on July 17, 2017 we agreed to the terms of a letter from the Buyer,~~ in ~~which~~ the ~~Buyer~~Interim ~~requested and we granted a further extension to close this transaction~~Agreement, ~~in exchange for~~ the ~~Buyer’s~~Amended ~~agreement to pay us $250,000 on or before July 25, 2017~~ and ~~$1,250,000~~Restated onMake orWhole ~~before August 31, 2017, such payments to be applied against the purchase price set forth in the~~ Agreement. Interminated the letter, the Buyer represented that it had received approval from two of the three financing banks and conditional approval from the third. Although the extension as set forth in the letter is for the necessary time to comply with the banks requirements and complete the entire transaction, in that letter the Buyer stated that it believed the transaction could be concluded by August 31, 2017. We received a payment of $248,606 payment from the Buyer on ~~August~~December 118, 2017. ~~However,~~and wewas ~~did~~ not ~~receive any additional payments from the Buyer after that date~~extended.

OnAlthough ~~June~~a ~~12,~~number ~~2018,~~of as the ~~result~~key ofterms in the ~~Buyer’s~~above ~~lack~~agreements ofhad ~~compliance~~already ~~with~~been established at the ~~agreed~~time ~~payment~~the ~~schedule~~Interim Agreement was entered into, the final agreements between Buyer and inSeller ~~light~~were ofnot executed, nor were the ~~anticipated~~related ~~issuance~~Bills of ~~two~~Sale ~~additional~~provided ~~patents~~to asthe ~~discussed~~Buyer, inuntil ~~Item~~June ~~8.01 below~~21, we2018. ~~terminated~~For ~~the~~administrative ~~Agreement~~reasons, byApril ~~giving~~30, ~~appropriate~~2018 ~~notice~~was toestablished as the ~~Buyer.~~effective Asdate aof ~~result~~the transfer of the ~~termination,~~Fifth weTranche ~~expect~~of Additional Sold Accounts to ~~retain~~Partners, ~~the~~as ~~$1.0~~of ~~million~~which ~~non-refundable~~date ~~deposit~~Partners ~~received~~accordingly ~~from~~began accruing the ~~Buyer~~Preferred inReturn ~~connection~~payable ~~with~~to the ~~Patent~~new ~~Purchase~~investors, ~~Agreement~~to asbe ~~well~~funded and paid to them as provided in the ~~subsequent~~Fifth Amended MSA. The $~~248,606~~2.5 ~~payment~~million ~~received~~investment was raised from ~~the~~a ~~Buyer~~number inof ~~August~~investors from October 2017. Anthrough ~~aggregate~~May of2018 ~~$434,211~~and ~~out~~we ofhad ~~these~~use ~~Buyer~~of ~~payments~~those ~~have~~funds ~~already~~as ~~been~~they ~~paid~~were remitted by usthose investors, in exchange for our payment, directly to ~~certain~~the investors, of ~~the~~an ~~former~~amount ~~owners~~equivalent ofto the ~~assets~~20% ofper ~~Auction~~annum ~~Video~~Preferred Return, ~~Inc.~~from ~~(“Former~~the ~~Owners”),~~date inwe ~~connection~~had ~~with~~use ~~agreements~~of wethe ~~made~~funds ~~with~~through ~~those~~the ~~Former~~April ~~Owners~~30, to2018 ~~share~~effective ~~certain~~date ~~proceeds~~noted above. The funds from athis ~~patent~~transaction ~~application~~were ~~included~~utilized inby ~~that~~us ~~acquisition~~primarily to make repayments of certain debt, ~~which~~including ~~patent~~short-term ~~application~~working ~~was~~capital ~~the~~advances, ~~basis~~as ofwell ~~the~~as ~~Patents~~to fund our operations and related ~~Patent~~accounts ~~Applications~~payable.

~~Notwithstanding~~We ~~the~~incurred ~~termination,~~certain weexpenses ~~have~~in ~~offered~~connection towith ~~enter~~raising ~~into~~these ~~new~~funds ~~negotiations~~and ~~with~~will ~~the~~also ~~Buyer~~incur ~~with~~ongoing ~~respect~~accounting toand ~~the~~other ~~sale~~administrative orexpenses ~~other~~related ~~disposition~~to ofthis ~~the~~transaction ~~Patents,~~with ~~including~~Partners. ~~the~~These ~~two~~expenses ~~additional~~are ~~patents~~not ~~anticipated~~expected to be ~~issued~~materially ~~shortly~~different, as ~~discussed~~compared into ~~Item~~those ~~8.01~~expenses ~~below,~~for ~~although we reserve the right, as is~~ our ~~intention,~~previous totransactions ~~negotiate~~with ~~the~~Partners ~~sale~~and oras ~~other~~disclosed ~~disposition~~in ofour ~~the~~June ~~Patents~~30, ~~including~~2016 ~~the~~Form ~~two~~10-Q ~~additional~~filed ~~patents,~~on ~~with~~October ~~other~~28, ~~interested third parties~~2016.

~~Our~~After ~~receipt~~allowing offor ~~additional funds related to~~ the ~~sale~~impact ~~or other disposition~~ of ~~the~~this ~~Patents and related Patent Applications is subject to risks and uncertainties that include~~transaction, ~~but~~the ~~are~~six ~~not~~investors ~~limited~~considered to, ~~our~~be ~~ability~~related toparties ~~locate and satisfactorily negotiate~~ with ~~interested~~respect ~~buyers, an interested buyer’s financial ability~~ to ~~fund~~Onstream aMedia ~~purchase,~~as ~~including~~of ~~but not limited to its ability to obtain any necessary financing,~~ the ~~impact~~April ~~of any applicable U.S. or other government regulations affecting a sale or other disposition~~30, ~~any~~2018 ~~changes~~effective indate ~~the status~~ of the ~~Patents~~transfer orof ~~related Patent Applications and/or~~ the ~~impact~~Fifth Tranche of ~~any~~Additional ~~actions~~Sold ~~resulting~~Accounts ~~from~~to ~~this~~Partners ~~announcement.~~owned ~~See~~approximately ~~“Cautionary~~19% ~~Note~~of ~~Regarding~~Partners’ ~~Forward-Looking~~total ~~Statements” below~~equity.

~~Item 8.01~~2

~~Other Events~~SIGNATURES

As Pursuant ~~previously~~to ~~disclosed in our 8-K filed on September 28, 2016, on September 2, 2015 we filed a Continuation Application with~~ the ~~USPTO~~requirements ~~and~~of the ~~USPTO~~Securities ~~issued~~Exchange aAct ~~related Filing Receipt, establishing a September 2, 2015 filing date for a new patent application (number 14/843,457). On June 4, 2018, the USPTO issued a Notice~~ of ~~Allowance and Fees Due~~1934, ~~which granted~~ the ~~claims~~registrant ashas ~~submitted~~duly bycaused usthis onreport ~~September 2, 2015. Once we pay the required $1,000 fee~~ to ~~the~~be ~~USPTO,~~signed ~~which is due~~ on orits ~~before~~behalf ~~September~~by ~~4, 2018 with no extension available, we expect to receive an Issue Notification from~~ the ~~USPTO~~undersigned ~~specifying~~hereunto ~~the~~duly Uauthorized.~~S. Patent Number and issuance date, as well as the Patent Term Adjustment and expiration date.~~

As previously disclosed in our 8-K filed on September 28, 2016, on September 2, 2016 we filed a Continuation Application with the USPTO and the USPTO issued a related Filing Receipt, establishing a September 2, 2016 filing date for a new patent application (number 15/255,416). On June 8, 2018, the USPTO issued a Notice of Allowance and Fees Due, which granted the claims as submitted by us on September 2, 2016. Once we pay the required $1,000 fee to the USPTO, which is due on or before September 10, 2018 with no extension available, we expect to receive an Issue Notification from the USPTO specifying the U.S. Patent Number and issuance date, as well as the Patent Term Adjustment and expiration date.


	ONSTREAM MEDIA CORPORATION
	By:	/s/ Robert E. Tomlinson
June 22, 2018	Robert E. Tomlinson, CFO

The disclosures with respect to the Patents and related Patent Applications in our September 28, 2016 8-K, as well as in our Form 10-Q as of and for periods ended June 30, 2016, are incorporated herein by reference. 3

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. In this particular matter, such risk and uncertainties include our ability to locate and satisfactorily negotiate with interested buyers, an interested buyer’s financial ability to fund a purchase, including but not limited to its ability to obtain any necessary financing, the impact of any applicable U.S. or other government regulations affecting a sale or other disposition, any changes in the status of the Patents or related 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.

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

June 15, 2018

Robert E. Tomlinson, CFO

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