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1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry
Honig
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
11,825
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
22,997
(1)
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
11,825
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
22,997
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,822
(2)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.83%
(based on 394,399 shares of common stock outstanding as of February 13, 2018)
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14
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TYPE
OF REPORTING PERSON*
IN
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(1)
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Represents
22,997 shares of common stock held by GRQ Consultants, Inc. 401K (“401K”).
Barry Honig is the trustee of 401K
and in such capacity
has voting and dispositive power over the securities held by such entity.
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(2)
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Represents
(1) 11,825 shares of common stock held by Barry Honig and (ii) 22,997 shares of common
stock held by 401K.
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1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ
Consultants, Inc. 401K
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|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
|
|
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
22,997
(1)
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
22,997
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,997
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.83%
(based on 394,399 shares of common stock outstanding as of February 13, 2018)
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14
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TYPE
OF REPORTING PERSON*
OO
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(1)
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Barry
Honig is the trustee of 401K
and in such capacity has voting
and dispositive power over the securities held by such entity.
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Item
1. Security and Issuer
The
title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of Towerstream
Corporation, a Delaware corporation (“Issuer”). 76 Hammarlund Way, Middletown, RI 02842.
Item
2. Identity and Background
(a)
This statement is filed on behalf of Barry Honig and 401K (collectively the “Reporting Person”).
(b)
The Reporting Person’s address is 555 South Federal Highway, #450, Boca Raton, FL 33432.
(c)
Not applicable.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The Reporting Person is a citizen of the United States and the State of Florida.
Item
3. Source and Amount of Funds or Other Considerations
All
of the Issuer’s securities were purchased with the Reporting Persons’ personal funds or working capital.
Item
4. Purpose of Transaction
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. The Reporting
Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider their positions with respect
to the Issuer and formulate plans or proposals with respect to any of such matters, as more fully described below.
The
Reporting Person may engage in discussions with management and security holders of the Issuer and other persons with respect to
the subject class of securities, the Issuer, the Issuer’s industry, business, condition, operations, structure, governance,
management, capitalization, policies, plans, and prospects and related and other matters. In particular, the Reporting Person
may engage in discussions with management and security holders of the Issuer regarding the complexion of the Issuer’s board
of directors and options for increasing shareholder value. The Reporting Person plans and proposes to review and analyze such
Reporting Person’s interest in the Issuer on a continuing basis and may engage in such discussions, as well as discussions
with the Issuer, the Issuer’s directors and officers and other persons related to the Issuer, as the Reporting Person deems
necessary or appropriate in connection with the Reporting Person’s interest in the Issuer.
Depending
upon the factors described below and any other factor that is or becomes relevant, the Reporting Person may develop plans and
proposals to: (a) acquire additional amounts of the subject class of securities or different equity, debt, or other securities
of the Issuer, derivative securities related to securities of the Issuer or other securities related to the Issuer (collectively,
“Issuer-Related Securities”) or a combination or combinations of Issuer-Related Securities, including by purchase
or other method, pursuant to open market, private, tender offer, or other transactions, using borrowed or other funds or consideration
of or from any source described herein or other source or via a combination or combinations of such methods, transactions, consideration,
and sources; (b) dispose of all or part of the securities covered by this statement and any other Issuer- Related Securities,
including by sale or other method, pursuant to open market, private, or other transactions or via a combination or combinations
of such methods and transactions; (c) engage in financing, lending, hedging, pledging, or similar transactions involving the securities
covered by this statement or other Issuer-Related Securities or a combination or combinations of such transactions; (d) engage
in discussions and otherwise communicate with the Issuer, officers, directors, and security holders of the Issuer and other persons
related to the Issuer with respect to Issuer-Related Securities, the Issuer, the Issuer’s industry, business, condition,
operations, structure, governance, management, capitalization, dividend policy, other policies, plans, and prospects and related
and other matters; (e) suggest or recommend a transaction or transactions involving the acquisition, sale, or exchange of all
or part of the Issuer-Related Securities or assets of the Issuer, other actions or a combination or combinations of such actions,
in any case, which relates or relate to (or could result in) a change or changes to the Issuer’s business, condition, operations,
structure, governance, management, capitalization, policies, plans, and prospects and similar and other actions and changes; (f)
make a proposal or proposals involving the acquisition or sale of all or part of the Issuer-Related Securities or assets of the
Issuer; (g) make a proposal or proposals to request that the Issuer and/or the security holders of the Issuer consider an extraordinary
or other transaction, such as a merger or reorganization, or a combination or combinations of such transactions; and (h) engage
in a combination or combinations of the foregoing plans and/or proposals.
Each
such plan or proposal may be subject to, and depend upon, a variety of factors, including (i) current and anticipated trading
prices and the expected value of applicable Issuer-Related Securities, (ii) the Issuer’s financial condition and position,
results of operations, plans, prospects and strategies, (iii) general industry conditions, (iv) the availability, form and terms
of financing and other investment and business opportunities, (v) general stock market and economic conditions, (vi) tax considerations
and (vii) other factors. Each acquisition, disposition, transaction, discussion, communication, suggestion, recommendation, proposal
and other action described herein may be effected, made or taken, as applicable, at any time and/or from time to time without
prior notice. Although the plans and proposals described herein reflect the plans and proposals presently contemplated by the
Reporting Person with respect to the Issuer and the Issuer-Related Securities, as applicable, each such plan and proposal is subject
to change at any time and from time to time dependent upon contingencies and assumed and speculative conditions and other factors,
including actions taken by the Issuer, the Issuer’s board of directors, other security holders of the Issuer and other parties
and the outcome of the discussions, communications, transactions and other actions described herein. There can be no assurance
that any such plan or proposal will be consummated or pursued or result in any transaction described herein or other transaction
or that any action contemplated by any such plan or proposal (or any similar action) will be taken.
Item 5.
Interest in Securities of the Issuer
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(a)
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Barry
Honig beneficially owns, together with all affiliates, an aggregate of 34,822 shares
of the Issuer’s common stock, or 8.83% (based on 394,399 shares of common stock
outstanding as of February 13, 2018) of the Issuer’s issued and outstanding shares
of common stock. This beneficial ownership:
Represents
(ii) 11,825 shares of common stock held by Barry Honig and (ii) 22,997 shares of common stock held by 401K. Barry Honig
is the trustee of 401K
and in such capacity has voting
and dispositive power over the securities held by such entity.
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(b)
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Barry
Honig may be deemed to hold sole voting and dispositive power over 11,825 shares of common stock and shared voting and dispositive
power over 22,997 shares of common stock(1).
401K may be deemed to hold shared voting
and dispositive power over
22,997
shares of common stock(2).
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(1)
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Represents
(i) 11,825 shares of common stock held by Barry Honig and (ii) 22,997 shares of common stock held by 401K. Barry Honig is
the trustee of 401K and in such capacity has voting and dispositive power over the securities held by such entity.
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(2)
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Barry
Honig is the trustee of 401K
and in such
capacity has voting and dispositive power over the securities held by such entity.
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(c)
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N/A.
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(d)
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To
the best knowledge of the Reporting Person, except as set forth in this Schedule 13D, no person other than the Reporting Person
has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 34,822
shares of common stock reported in Item 5(a).
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(e)
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N/A.
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Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to the shares.
Item
7. Material to Be Filed as Exhibits
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated:
February 14, 2018
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/s/
Barry Honig
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Barry
Honig
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Dated:
February 14, 2018
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GRQ
CONSULTANTS, INC. 401K
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By:
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/s/
Barry Honig
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Barry
Honig, Trustee
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