Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2009, deltathree, Inc. (the "Company") entered into a binding letter of intent (the "Letter of Intent") with D4 Holdings, LLC (the "Investor"), a Delaware limited liability company, pursuant to which the Company will issue to the Investor 39,000,000 shares (the "Shares") of Class A Common Stock, par value $0.001 per share of the Company (the "Common Stock"), representing approximately 54.3% of the total number of shares of Common Stock issued and outstanding following the closing of the transaction, for an aggregate purchase price of $1,170,000, payable in cash. In addition, the Company will issue to the Investor warrants (the "Warrants"), exercisable for ten years, to purchase up to an additional 30,000,000 shares of Common Stock at an exercise price of $0.04 per share. The Shares and the Warrants will be issued pursuant to an exemption from registration under the Securities Act of 1933, as amended.

D4 Holdings, LLC is a private investment fund whose ownership includes the owners of ACN, Inc., a large international direct seller of telecommunications services.

The parties have begun preparing definitive transaction documents and intend to finalize and execute such transaction documents as soon as possible but in no event later than February 10, 2009, and have agreed to an exclusivity period ending on February 10, 2009. Upon the closing of the transaction, certain of the Company's existing directors will resign, and the board of directors of the Company will nominate to serve as directors of the Company a sufficient number of nominees of the Investor such that such nominees shall constitute a majority of the board of directors. Also, as promptly as possible but in no event later than 90 days after the closing of the transaction, the Company shall prepare and file a registration statement with the SEC covering the resale of the Shares and the shares of Common Stock underlying the Warrants.

This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein. This report is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. The securities described in this report have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent an effective registration statement covering such securities or an applicable exemption from such registration requirements.

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