UNITED STATES

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~~August 1716, 2013

UMAMI SUSTAINABLE SEAFOOD INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-52401	98-06360182
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1230 Columbia Street, Suite 440 San Diego, California		92101
(Address of Principal Executive Offices)		(Zip Code)

(619) 544-9177
(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~New~~On ~~Credit~~August ~~Facility~~16, 2013, Umami Sustainable Seafood Inc. (the “Company”) appointed Timothy Fitzpatrick to serve as Chief Executive Officer of the Company, effective immediately. In connection with his appointment as Chief Executive Officer, Mr. Fitzpatrick will step down from his position as Chief Financial Officer of the Company, effective August 16, 2013.

OnAlso ~~June17~~on August 16, 2013, ~~Umami~~the ~~Sustainable Seafood,~~Company’s ~~Inc.~~Board ~~(“Umami”), Kali Tuna d.o.o (“Kali”), a subsidiary~~ of ~~Umami,~~Directors ~~and MB LUBIN d.o.o.~~ (~~“Lubin”) entered into a new credit agreement (~~the “~~New Credit Facility~~Board”), ~~dated~~appointed ~~as of that date, with Erste&Steiermaerkische bank d~~Mr.d. ~~(“Erste~~Fitzpatrick ~~Bank”),~~to serve as ~~administrative~~a ~~agent,~~director ~~and~~of the ~~lenders~~Board, ~~party~~effective ~~thereto~~immediately.

~~The~~Mr. ~~New~~Fitzpatrick, ~~Credit~~46, ~~Facility~~served ~~replaces~~as the ~~previous~~Company’s ~~credit~~Chief ~~agreement~~Financial ~~dated~~Officer assince ofJanuary ~~July 25~~5, 2012. ~~(the~~He ~~“Original~~was ~~Credit~~general ~~Facility”)~~counsel ~~among~~of ~~Kali,~~Mindray asMedical ~~the~~International ~~borrower~~Limited, ~~Umami~~a ~~and~~medical device ~~Lubin~~company, asfrom ~~the~~September ~~guarantors,~~2006 ~~and~~to ~~Erste~~June ~~Bank,~~2011. asPrior ~~administrative~~to ~~agent~~joining ~~acting~~Mindray, onMr. ~~behalf~~Fitzpatrick ofworked ~~the~~as ~~lender,~~an ~~Croatian~~attorney ~~Bank~~in ~~For~~the ~~The~~United ~~Reconstruction~~States and ~~Development~~Hong ~~(“HBOR”),~~Kong. ~~that provided for a Croatian Kuna (“HRK”) 60 million (approximately $10~~Mr.4 ~~million) secured~~Fitzpatrick ~~revolving~~received ~~credit~~his ~~facility~~M.B.A. ~~The~~from ~~Original~~the ~~Credit~~Kellog-HKUST ~~Facility,~~Executive ~~which~~MBA ~~was~~Program ~~structured~~ in ~~two~~Hong ~~tranches~~Kong, ~~expired~~his onJ.D. ~~February~~from ~~28,~~the ~~2013~~University ~~and~~of ~~March 31~~California, ~~2013~~Los Angeles, ~~when~~his ~~amounts~~M.A. ~~due~~from ~~thereunder~~the ~~were~~University ~~repaid~~of inCalifornia, ~~full~~San Diego, and onhis ~~time~~B.A. from Hamilton College.

The ~~New~~terms ~~Credit~~of ~~Facility~~Mr. ~~provides~~Fitzpatrick’s employment ~~for~~agreement up(the “Employment Agreement”) entered into in connection with his appointment as Chief Financial Officer of the Company will continue to ~~HRK~~govern 60his ~~million~~employment ~~(approximately~~with ~~$10~~the Company as Chief Executive Officer.4 ~~million)~~The terms of the Employment Agreement are described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2012. ~~All~~In ~~commitments~~connection ~~under~~with Mr. Fitzpatrick’s appointment as Chief Executive Officer, the ~~New~~Company entered ~~Credit~~into ~~Facility~~a Non-Plan Stock Unit Award Agreement (the “Award Agreement”), dated August 16, 2013, with Mr. Fitzpatrick, pursuant to which Mr. Fitzpatrick was granted 2,000,000 restricted stock units (the “RSUs”). The RSUs will ~~mature~~vest in equal twenty-five percent installments on ~~April~~each 30of the first four six-month anniversaries of the award date, ~~2014~~subject to Mr. Fitzpatrick’s continued employment with the Company. The foregoing description of the Award Agreement is qualified in its entirety by reference to the text of the Award Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

~~The~~There ~~lenders~~was ~~under~~no ~~the~~agreement ~~New~~or ~~Credit~~arrangement ~~Facility~~entered ~~are~~into ~~secured~~between ~~by a pledge/lien on~~ the ~~majority~~Company ~~of Kali’s~~ and ~~Lubin’s~~Mr. ~~assets,~~Fitzpatrick ~~including~~in aconnection ~~pledge~~with ofMr. ~~Kali~~Fitzpatrick’s ~~equity holdings~~appointment into ~~Umami (7.86 million shares of Umami common stock). Umami and Lubin are corporate guarantors under~~ the ~~New~~Company’s ~~Credit Facility~~Board.

OnThere ~~June~~was ~~28,~~no ~~2013,~~arrangement ~~Kali~~or ~~(together~~understanding ~~with~~between ~~the~~Mr. ~~above~~Fitzpatrick ~~corporate~~and ~~guarantors)~~any ~~entered~~other ~~into~~person apursuant ~~short-term~~to ~~working~~which ~~capital~~Mr. ~~loan~~Fitzpatrick ~~agreement~~was ~~under~~appointed ~~the~~Chief ~~New~~Executive ~~Credit~~Officer ~~Facility that~~or ~~provides~~as upa todirector of ~~Japanese~~the ~~Yen~~Company. ~~(“JPY”)~~There ~~860~~are ~~million~~no ~~(approximately~~family ~~$8.7~~relationships ~~million)~~between ~~(the “JPY Loan Agreement”)~~Mr. ~~Upon full~~Fitzpatrick ~~draw-down~~and ofany ~~amounts~~director ~~available~~or ~~under~~executive ~~the~~officer ~~JPY Loan Agreement, the remainder~~ of the ~~New~~Company, ~~Credit~~and ~~Facility (i~~Mr.~~e.,~~ ~~approximately~~Fitzpatrick ~~HRK~~has 10no ~~million,~~direct or ~~$1.7~~indirect ~~million)~~material isinterest ~~expected~~in toany betransaction ~~provided~~required byto ~~HBOR~~be asdisclosed ~~lender~~pursuant ~~and~~to ~~Erste~~Item 404(a) ~~Bank~~of asRegulation ~~administrative agent, through an HRK short~~S-~~term working capital revolving loan~~K.

OnItem ~~July 8, 2013, Kali received approximately JPY 420 million (approximately $4~~7.2501 ~~million)~~Regulation ~~under~~FD ~~the New Credit Facility and the JPY Loan Agreement~~Disclosure. The JPY Loan Agreement under the New Credit Facility provides for new pricing terms that increase the applicable margin on the loans relative to the Original Credit Facility. The applicable interest rate on borrowings under the JPY Loan Agreement is the three month JPY LIBOR plus 650 basis points. Interest is payable monthly in arrears. Kali paid upfront fees equal to 0.85% of the full amount available under the JPY Credit Agreement.

~~The~~On ~~terms~~August ~~under~~16, ~~which~~2013, ~~amounts~~the ~~outstanding~~Company issued ~~under~~a press release announcing the ~~New~~management ~~Credit~~changes ~~Facility~~set ~~may~~forth in Item 5.02 of this Current Report on Form 8-K. A copy of the Company’s press release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed ~~accelerated~~“filed” ~~did~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not ~~materially~~be ~~change~~deemed ~~from~~to ~~those~~be incorporated by reference into any filing of the Company under the ~~Original~~Securities ~~Credit~~Act ~~Facility~~of 1933, as amended, or the Exchange Act.

~~The~~Item ~~press release, dated July 17, 2013, announcing the New Credit Facility is attached as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K~~Exhibits.

~~Item~~(d) ~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits

~~Amended~~10.1 ~~Credit~~Umami ~~Facility~~Sustainable Seafood Inc. Non-Plan Stock Unit Award Agreement, dated August 16, 2013, between Umami Sustainable Seafood Inc. and Tim Fitzpatrick.

~~On June17, 2013, Umami Sustainable Seafood, Inc~~99.1 ~~(“Umami”),~~Press ~~Kali Tuna d.o.o (“Kali”)~~Release, ~~a subsidiary of Umami, and MB LUBIN d.o.o. (“Lubin”) entered into a new credit agreement (the “New Credit Facility”),~~ dated asAugust ~~of that date~~16, ~~with Erste&Steiermaerkische bank d~~2013.~~d. (“Erste Bank”), as administrative agent, and the lenders party thereto.~~

The New Credit Facility replaces the previous credit agreement dated as of July 25, 2012 (the “Original Credit Facility”) among Kali, as the borrower, Umami and Lubin, as the guarantors, and Erste Bank, as administrative agent acting on behalf of the lender, Croatian Bank For The Reconstruction and Development (“HBOR”), that provided for a Croatian Kuna (“HRK”) 60 million (approximately $10.4 million) secured revolving credit facility. The Original Credit Facility, which was structured in two tranches, expired on February 28, 2013 and March 31, 2013, when amounts due thereunder were repaid in full and on time.SIGNATURES

~~The~~Pursuant ~~New~~to ~~Credit~~the ~~Facility~~requirements ~~provides~~of ~~for~~the upSecurities toExchange ~~HRK~~Act 60of ~~million~~1934, ~~(approximately~~the ~~$10.4~~registrant ~~million).~~has ~~All~~duly ~~commitments~~caused ~~under~~this ~~the~~Amendment ~~New~~to ~~Credit~~be ~~Facility~~signed ~~will~~on ~~mature~~its onbehalf ~~April~~by 30the undersigned, ~~2014~~thereunto duly authorized, on the 16th day of August 2013.

~~The~~UMAMI ~~lenders~~SUSTAINABLE ~~under~~SEAFOOD, ~~the~~INC. ~~New~~By: ~~Credit Facility are secured by a pledge~~/~~lien on the majority of Kali’~~s/ ~~and~~Timothy ~~Lubin’s assets, including a pledge of Kali’s equity holdings in Umami (7~~P.86 ~~million~~Fitzpatrick ~~shares~~Timothy ~~of Umami common stock)~~P. ~~Umami~~Fitzpatrick ~~and~~Chief ~~Lubin~~Executive ~~are corporate guarantors under the New Credit Facility.~~Officer

On June 28, 2013, Kali (together with the above corporate guarantors) entered into a short-term working capital loan agreement under the New Credit Facility that provides up to Japanese Yen (“JPY”) 860 million (approximately $8.7 million) (the “JPY Loan Agreement”). Upon full draw-down of amounts available under the JPY Loan Agreement, the remainder of the New Credit Facility (i.e., approximately HRK 10 million, or $1.7 million) is expected to be provided by HBOR as lender and Erste Bank as administrative agent, through an HRK short-term working capital revolving loan.

On July 8, 2013, Kali received approximately JPY 420 million (approximately $4.25 million) under the New Credit Facility and the JPY Loan Agreement. The JPY Loan Agreement under the New Credit Facility provides for new pricing terms that increase the applicable margin on the loans relative to the Original Credit Facility. The applicable interest rate on borrowings under the JPY Loan Agreement is the three month JPY LIBOR plus 650 basis points. Interest is payable monthly in arrears. Kali paid upfront fees equal to 0.85% of the full amount available under the JPY Credit Agreement.

The terms under which amounts outstanding under the New Credit Facility may be accelerated did not materially change from those under the Original Credit Facility.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits 99.1 Press Release, dated July 17, 2013, announcing the Amended Credit Facility

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 17th day of July 2013.

UMAMI SUSTAINABLE SEAFOOD INC. By: /s/ Timothy P. Fitzpatrick Timothy P. Fitzpatrick Chief Financial Officer

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