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~~ January 213, ~~2018~~2019

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

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

[Soliciting ~~] Pre-commencement~~material ~~communications~~ pursuant to Rule ~~133~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~[ ~~1.01 Entry into a Material Definitive Agreement~~]

~~In a Form 8~~Pre-Kcommencement ~~filed~~communications onpursuant ~~January~~to ~~17,~~Rule ~~2018, we disclosed that our subsidiaries, Infinite Conferencing, Inc.~~ 14d-2(~~“Infinite”~~b) ~~and~~under ~~Entertainment Digital Network, Inc. (“EDNet”, and collectively with Infinite,~~ the ~~“Seller”),~~Exchange ~~had~~Act ~~entered into an interim sale and purchase agreement~~ (~~the~~17 ~~“Interim~~CFR ~~Agreement”) with Infinite Conferencing Partners, LLC (“Buyer”), effective January 10, 2018~~240. 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 814d-~~K we are disclosing a similar, but larger, transaction in its final form that supersedes and replaces the transaction contemplated in the Interim Agreement.~~2(b))

~~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”.]

~~Including~~Pre-commencement ~~this~~communications ~~sale~~pursuant ~~as well as all customer accounts previously sold by Seller~~ to ~~Buyer,~~Rule ~~historical~~133-4(c) ~~annual~~under ~~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 ~~twelve~~Exchange ~~months~~Act ~~ended~~(17 ~~March~~CFR ~~31, 2018~~240. 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. 13e-4(c))

InItem ~~connection~~1.01 ~~with~~Entry ~~this~~into ~~sale,~~a ~~Infinite,~~Material ~~EDNet,~~Definitive ~~Onstream and Partners entered into:~~Agreement.

~~· an~~On ~~Amended~~January ~~and Restated Management Services Agreement dated December 18~~3, ~~2017~~2019 (the “~~Fifth~~Closing ~~Amended MSA~~Date”), ~~with~~Onstream aMedia ~~term~~Corporation, ~~expiring~~a onFlorida ~~December~~corporation ~~31,~~(the ~~2018~~“Company”), ~~unless~~entered ~~and~~into ~~until~~an ~~terminated~~Asset byPurchase ~~mutual~~Agreement ~~consent of~~ (the ~~parties~~“Purchase orAgreement”) ~~pursuant~~with toIssuer ~~certain~~Direct ~~termination~~Corporation, ~~rights.~~a ~~All~~Delaware ~~other~~corporation ~~terms~~(the of“Buyer”), whereby the ~~Fifth~~Company ~~Amended~~sold ~~MSA~~and ~~were~~the ~~substantially~~Buyer ~~the~~purchased ~~same~~certain asassets ~~the~~related ~~terms~~primarily ofto ~~the~~customer ~~Third~~accounts, ~~Amended~~intellectual ~~MSA~~property, asfixed ~~disclosed~~assets inand ~~our~~assumed ~~report~~certain onexisting ~~Form~~contractual ~~8-K~~obligations ~~filed~~related onprimarily ~~March~~to 6,data ~~2017~~processing and ~~the~~storage, ~~Second~~bandwidth ~~Amended~~and ~~MSA~~facility ~~included~~leases asrelating ~~an exhibit~~ to ~~our~~the ~~September~~webcasting ~~30,~~business ~~2015~~of ~~10-K~~the ~~filed~~Company ~~on October 28~~(collectively, ~~2016,~~the ~~except~~“Business”). ~~that,~~The asaccounts ~~disclosed~~receivable inand ~~our~~the ~~Form~~accounts ~~8-K~~payable ~~filed~~related onto ~~January 17, 2018~~ the ~~Preferred~~Business ~~Return~~and ~~was~~existing ~~reduced~~as ~~from~~of ~~30%~~the ~~per~~Closing ~~annum~~Date towere ~~20%~~not ~~per~~included ~~annum,~~in ~~effective~~this ~~January~~purchase 1,and ~~2018~~sale.

~~· an~~Under ~~Amended~~the ~~and~~terms ~~Restated~~of ~~Membership~~the ~~Interest~~Purchase ~~Option~~ Agreement ~~dated~~and ~~December~~on ~~18,~~the ~~2017~~Closing ~~(“Fifth Amended Option Agreement”)~~Date, ~~whereby~~the weBuyer ~~have~~paid the ~~right~~Company ~~through~~a ~~December~~cash ~~31,~~payment ~~2018~~of ~~to buy 100% ownership (i.e.~~$2,787,627 ~~all of~~ (the ~~membership~~“Purchase ~~interests~~Price”), ofwhich ~~Partners~~was bynot ~~payment~~subject ofto ~~the~~any ~~purchase~~escrow ~~price~~or ofearnout ~~all~~conditions. ~~previously~~Pursuant ~~sold~~to ~~accounts~~an ~~($8.5~~Agreement ~~million,~~between the ~~“Investment”)~~Company ~~plus~~and aInfinite ~~premium~~Conferencing ~~(in aggregate with the Investment~~Partners, ~~the~~LLC (“~~Option Price~~Partners”)., ~~The premium is 5~~$1.0% ofmillion ~~the Investment plus 1.25%~~ of the ~~Investment~~Purchase ~~for~~Price ~~each~~was ~~quarter~~directed ~~or portion thereof (but not~~ to ~~exceed 5~~Partners.0% ~~for~~This ~~any~~was ~~twelve~~for ~~month period~~(i), ~~beginning~~$1.3 onmillion ~~the~~due ~~later~~by ~~of December 16, 2015 or~~ the ~~date~~Company ~~each~~to ~~installment~~Partners offor the ~~Investment~~Company’s ~~was~~January ~~funded by the individual investors~~3, ~~and~~2019 ~~ending~~repurchase onof ~~the~~all ~~date~~but one of the ~~exercise~~webcasting ofaccounts ~~our~~previously ~~purchase~~sold ~~right.~~by Wethe ~~estimate~~Company ~~that~~to ~~the~~Partners ~~Option~~in ~~Price~~a astransaction ofeffective ~~December~~April 3130, 2018, ~~would~~less be(ii) ~~approximately~~ $~~9.9~~300,000 ~~million.~~due ~~The~~to ~~Fifth~~the ~~Amended~~Company ~~Option~~from ~~Agreement~~Partners ~~also~~for ~~provides that if we exercise our purchase right under~~ the ~~Fifth~~Company’s ~~Amended~~January ~~Option Agreement~~3, ~~each~~2019 ~~Partners~~sale ~~member~~to ~~shall~~Partners ~~receive~~of ~~the~~all ~~guaranteed~~except ~~Preferred~~four ~~Return~~of ~~for six months, to~~ the ~~extent~~Company’s ~~not~~DMSP ~~already paid~~accounts. ~~All~~The ~~other~~sale ~~terms~~ of the ~~Fifth~~DMSP ~~Amended~~accounts ~~Option~~was ~~Agreement~~structured ~~were~~in ~~substantially~~all material respects the same as the ~~terms~~above ofreferenced ~~the~~April ~~Third~~30, ~~Amended~~2018 ~~Option~~transaction. ~~Agreement~~The asCompany’s ~~disclosed in our report on~~ Form 8-K filed on ~~March~~June 622, ~~2017~~2018, ~~and~~incorporated ~~the~~herein ~~Second~~by ~~Amended~~reference ~~Option~~in ~~Agreement~~its ~~included~~entirety, ascontains anthe ~~exhibit~~terms toand ~~our~~structure ~~September~~of ~~30,~~the ~~2015~~April ~~10-K filed on October 28~~30, ~~2016~~2018 transaction.

AsThe remainder of the Purchase Price ($1,787,627) not directed to Partners was ~~initially~~used ~~provided~~by inthe Company primarily for expenses and fees related to the ~~Interim~~above ~~Agreement~~transactions, ~~the~~repayment ~~Amended~~of ~~and~~certain ~~Restated~~Company ~~Make~~debt ~~Whole~~obligations ~~Agreement~~and ~~terminated~~payments onto ~~December~~satisfy 18certain past due lessor, ~~2017~~vendor and ~~was~~other ~~not~~obligations, ~~extended~~including repayment of previous working capital advances to the Company. Also, the five senior executives of the Company were paid $22,000 each toward unpaid compensation earned under the executive’s employment agreement plus $28,000 each as an incentive performance bonus earned by the executive resulting from their contribution to completing the above transactions.

~~Although~~The aPurchase ~~number~~Agreement ofcontains ~~the~~standard ~~key~~representations ~~terms~~and inwarranties ~~the~~regarding ~~above agreements had already been established at~~ the ~~time~~Company ~~the~~and ~~Interim Agreement was entered into,~~ the ~~final~~Business ~~agreements between Buyer~~ and ~~Seller~~certain ~~were~~limited ~~not~~representations ~~executed,~~and ~~nor~~warranties ~~were~~regarding the ~~related Bills of Sale provided to the~~ Buyer~~, until June 21, 2018~~. ~~For~~The ~~administrative~~Purchase ~~reasons,~~Agreement ~~April~~also ~~30,~~contains ~~2018~~indemnification ~~was~~provisions ~~established~~for as the ~~effective~~benefit ~~date~~ of the ~~transfer~~Buyer ofand the ~~Fifth~~Company. ~~Tranche~~Neither ~~of Additional Sold Accounts to Partners, as of which date Partners accordingly began accruing~~ the ~~Preferred~~Buyer ~~Return~~nor ~~payable to~~ the ~~new~~Company ~~investors,~~shall to be ~~funded~~liable ~~and~~for ~~paid~~more tothan ~~them as provided in the Fifth Amended MSA. The~~ $2.50 million ~~investment~~under ~~was~~the ~~raised~~indemnification ~~from~~provisions aexcept ~~number of investors from October 2017 through May 2018 and we had use of those funds as they were remitted by those investors,~~ in ~~exchange for our payment, directly to~~ the ~~investors,~~case of anfraud ~~amount~~or ~~equivalent~~willful tomisconduct. ~~the~~The ~~20% per annum Preferred Return~~Company, ~~from~~as ~~the~~well ~~date~~as ~~we had use of~~ the ~~funds~~Company’s ~~through~~Chief ~~the~~Executive ~~April 30~~Officer, ~~2018~~Chief ~~effective~~Financial ~~date~~Officer ~~noted~~and ~~above.~~three ~~The~~other ~~funds~~senior ~~from~~executives, ~~this~~agreed ~~transaction~~to ~~were~~5-year ~~utilized~~non-compete byprovisions usas ~~primarily~~part ~~to make repayments~~ of ~~certain~~the ~~debt,~~Purchase ~~including short-term working capital advances~~Agreement, assubject ~~well as~~ to ~~fund~~the ~~our~~exceptions ~~operations~~set ~~and~~forth ~~related accounts payable~~below.

WeIn ~~incurred~~connection ~~certain~~with ~~expenses~~the inPurchase ~~connection~~Agreement, ~~with~~the ~~raising~~Buyer ~~these~~and ~~funds~~the ~~and~~Company ~~will~~entered ~~also~~into ~~incur~~two ~~ongoing~~Reseller ~~accounting~~Agreements ~~and~~whereby ~~other~~the ~~administrative~~Company ~~expenses~~shall ~~related~~continue to ~~this~~utilize ~~transaction~~certain ~~with~~technology ~~Partners.~~relating ~~These~~to ~~expenses~~the ~~are~~Business ~~not~~with ~~expected~~respect to beportions ~~materially~~of ~~different,~~the asCompany’s ~~compared~~operations toand ~~those~~business ~~expenses~~which ~~for~~the ~~our~~Company ~~previous~~will ~~transactions~~be ~~with~~retaining ~~Partners~~after the Effective Date. The Reseller Agreements each have five-year terms and asmay ~~disclosed~~be inextended ~~our~~for ~~June~~an ~~30,~~unlimited ~~2016~~number ~~Form~~of 10one-Qyear ~~filed~~terms onthereafter. ~~October~~The ~~28,~~Buyer ~~2016.~~will receive 35% of all revenue generated by the Company from these

After allowing for the impact of this transaction, the six investors considered to be related parties with respect to Onstream Media as of the April 30, 2018 effective date of the transfer of the Fifth Tranche of Additional Sold Accounts to Partners owned approximately 19% of Partners’ total equity.2

2Reseller Agreements for the first two years and then receive 50% of all revenue generated by the Company for the final three years and during any extension of the term of the Reseller Agreements. The Company’s performance under the terms of these Reseller Agreements will not be violations of the non-competition requirements set forth above. Also, in connection with the Purchase Agreement, the Buyer agreed to exclusively use the Company’s teleconferencing service for a period of five years which may be extended for an unlimited number of one-year terms thereafter for a discounted pricing rate.

~~SIGNATURES~~This summary of certain terms of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated into this Current Report on Form 8-K (this “Form 8-K”) by reference.

~~Pursuant~~The Purchase Agreement is not intended to be a source of financial, business or operational information, or to provide any other factual information, about the ~~requirements~~Buyer, the Company or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of the ~~Securities~~Purchase ~~Exchange~~Agreement ~~Act~~and are made as of ~~1934,~~specific dates; are solely for the ~~registrant~~benefit ~~has~~of ~~duly~~the ~~caused~~parties ~~this~~(except ~~report~~as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement; and may be ~~signed~~subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on ~~its~~the ~~behalf~~representations, bywarranties and covenants or any description thereof as characterizations of the ~~undersigned~~actual ~~hereunto~~state ~~duly~~of ~~authorized~~facts or condition of the Buyer, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, as applicable, which subsequent information may or may not be fully reflected in public disclosures.

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

3The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Asset Purchase Agreement dated January 3, 2019 between Onstream Media Corporation and Issuer Direct Corporation (schedules and exhibits identified in the Purchase Agreement have been omitted pursuant to Item 601b.2 of Regulation S-K).

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 9, 2019

Robert E. Tomlinson, CFO

Filing Compare · Onstream Media CORP