On January 31, 2013, Towerstream Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Lazard Capital Markets LLC, as representative of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering (the "Offering") of 10,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an offering price to the public of $3.00 per share (the "Offering Price"). Under the terms of the Underwriting Agreement the Company has also granted the Underwriters a 45-day option to purchase up to an additional 1,500,000 shares of Common Stock at the Offering Price. The net proceeds to the Company from the sale of the Common Stock are expected to be approximately $27,725,000, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their over-allotment option. The offering is expected to close on or about February 5, 2013, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from this offering for the general working capital for the Company and its Hetnets subsidiary, potential acquisitions, and expansion in existing and new markets.

The Common Stock is being offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-174106) filed with the Securities and Exchange Commission (the "SEC") on May 10, 2011 and declared effective by the SEC on May 17, 2011, and a preliminary and final prospectus supplement filed with the SEC in connection with the Company's takedown relating to the offering. A copy of the opinion of Sichenzia Ross Friedman Ference LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit 5.1 hereto.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On January 30, 2013, the Company issued a press release announcing the commencement of the Offering. On January 31, 2013, the Company issued a press release announcing that it had priced the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

The Company provided an updated description of its business in connection with the Offering, which is filed as Exhibit 99.3 to this Current Report and is incorporated by reference herein.

The Company also provided certain updated and other new risk factors in the prospectus supplement used in connection with the Offering. These risk factors supplement the risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and its subsequent Quarterly Reports for each quarter ended in 2012 on Form 10-Q.

These risk factors are filed as Exhibit 99.4 to this Current Report and are incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                Description
1.1           Form of Underwriting Agreement, dated January 31, 2013 between the
              Company and Lazard Capital Markets LLC.

5.1           Opinion of Sichenzia Ross Friedman Ference LLP.

23.1          Consent of Sichenzia Ross Friedman Ference LLP (contained in
              Exhibit 5.1).

99.1          Press Release of Towerstream Corporation, dated January 30, 2013.

99.2          Press Release of Towerstream Corporation, dated January 31, 2013.

99.3          Business

99.4          Risk Factors