UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from_______to_______



Commission file number 001-33449



TOWERSTREAM CORPORATION

(Exact name of registrant as specified in
its charter)



|Delaware
        (State or other jurisdiction of incorporation
        or organization)             |  | 20-8259086
        (I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|                                                                                                    |  |                                                        
|55 Hammarlund Way
        Middletown, Rhode Island
        (Address of principal executive offices) |  | 02842
        (Zip Code)                               



Registrant’s telephone number, including
area code (401) 848-5848



Securities registered pursuant to Section
12(b) of the Act:

|Title of each class                      |  | Name of each exchange on which registered
|---------------------------------------- |  | -----------------------------------------
|Common Stock, par value $0.001 per share |  | The NASDAQ Capital Market                



Securities registered pursuant to Section
12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes oNo x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act. Yes oNo x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes xNo o



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes xNo  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



| | Large accelerated filer o                                              | Accelerated filer  x         | 
| | ---------------------------------------------------------------------- | ---------------------------- | 
| | Non-accelerated filer  o (Do not check if a smaller reporting company) | Smaller reporting company  o | 





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes oNo x



The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business
day of the registrant’s most recently completed second fiscal quarter was $206,417,846.



As of March 14, 2013, there were 66,355,741 shares of common
stock, par value $0.001 per share, outstanding.













EXPLANATORY NOTE



We are filing this Amendment No. 1 on
Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as originally filed with the Securities
and Exchange Commission (the “SEC”) on March 18, 2013 (the “Original Filing”), for the sole purpose of
including the Company’s independent registered public accounting firm’s consent in the exhibit listing included in
Part IV.



This Amendment No. 1 does not change any
of the information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues
to speak as of the date of the Original Filing and we have not updated or amended the disclosures contained therein to reflect
events that have occurred since the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with our filings made with the SEC subsequent to the date of the Original Filing.



PART IV



Item 15. Exhibits and Financial Statement
Schedules.



|Exhibit No. | Description           
|----------- | ----------------------
|23.1        | Consent of Marcum LLP.











SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                     | TOWERSTREAM CORPORATION
|-------------------- | -----------------------
|                     |                        
|                     |                        
|Date: March 21 ,2013 | By:                    
|                     |                        
|                     |                        
|                     |                        
|                     |                        
|                     | By:                    
|                     |                        
|                     |                        
|                     |                        



In accordance with the Exchange Act, this
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name                         |  | Capacity                                                                              |  | Date          
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | --------------
|                             |  |                                                                                       |  |               
|/s/ Jeffrey M. Thompson      |  |                                                                                       |  |               
|Jeffrey M. Thompson          |  | Director, Chief Executive Officer and President
        (Principal Executive Officer) |  | March 21 ,2013
|                             |  |                                                                                       |  |               
|/s/ Joseph P. Hernon         |  |                                                                                       |  |               
|Joseph P. Hernon             |  | Chief Financial Officer
        (Principal Financial Officer and                      |  | March 21,2013 
|                             |  | Principal Accounting Officer)                                                         |  |               
|/s/ Philip Urso              |  |                                                                                       |  |               
|Philip Urso                  |  | Director - Chairman of the Board of Directors                                         |  | March 21,2013 
|                             |  |                                                                                       |  |               
|/s/ Howard L. Haronian, M.D. |  |                                                                                       |  |               
|Howard L. Haronian, M.D.     |  | Director                                                                              |  | March 21,2013 
|                             |  |                                                                                       |  |               
|/s/ William J. Bush          |  |                                                                                       |  |               
|William J. Bush              |  | Director                                                                              |  | March 21,2013 
|                             |  |                                                                                       |  |               
|/s/ Paul Koehler             |  |                                                                                       |  |               
|Paul Koehler                 |  | Director                                                                              |  | March 21,2013