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: ~~June~~December 2031, 2013

(Date of Earliest Event Reported)

BEESFREE, INC.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

000-53212

(Commission File Number)

92-0189305

(I.R.S. Employer

Identification No.)

2101 Vista Parkway, Suite 122

West Palm Beach, Florida 33411

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 939-4860

____________________________________

(Former name, 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 230.425)

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 1.01 Entry into a Material Definitive Agreement.

AsPursuant ~~previously reported,~~to ona ~~March~~Securities ~~13,~~Purchase ~~2013~~Agreement (the “~~Initial Closing Date~~Purchase Agreement”), dated as of December 31, 2013, BeesFree, Inc., ~~a Nevada corporation~~ (the “Company”)~~, entered~~ ~~into~~raised ~~and~~aggregate ~~consummated~~gross aproceeds ~~Securities~~of $150,000. ~~Purchase~~The ~~Agreement~~Company ~~(the~~entered ~~“Initial~~into the Purchase Agreement”) with antwo accredited ~~investor~~ investors (the “~~March 2013 Investor~~Investors”) ~~for~~who ~~the~~purchased from ~~private sale (~~the ~~“Offering”)~~Company of15% aSenior ~~senior~~Secured ~~secured~~Convertible ~~convertible promissory~~Notes ~~note~~ (the “~~Note~~Notes”), in the aggregate principal amount of $~~210~~150,000. The ~~and~~Notes ~~also~~bear ~~issued~~interest ~~the~~at ~~investor~~ a ~~warrant~~rate ~~to purchase 1,400,000~~ of ~~shares~~15% ofper ~~the~~annum, ~~Company’s~~compounded ~~Common Stock (the “Warrant Shares”)~~quarterly. ~~Accordingly, for~~Principal ~~each~~and ~~$105,000~~accrued ~~invested,~~interest ~~investors~~on ~~were~~the toNotes ~~receive~~is ~~warrants~~convertible into ~~to purchase 700,000~~ shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). ~~Subsequent~~at toa ~~the~~conversion ~~Initial Closing Date, the Company~~price ~~revised the terms~~ of ~~the Offering to increase the number of shares of Common Stock underlying the warrants to~~ $1~~,050,000~~.00 ~~shares of Common Stock~~ per ~~$105,000~~share ~~invested and issued a warrant for an additional 700,000 shares of Common Stock to~~ (the ~~March~~“Conversion ~~2013 Investor~~Shares”). ~~Between~~Principal ~~June 20, 2013~~ and ~~June~~accrued ~~24,~~interest ~~2013,~~on the ~~Company~~Note ~~sold~~is ~~additional~~due ~~Notes~~ and ~~entered~~payable ~~into and consummated~~twenty-four ~~an Amended and Restated Securities Purchase Agreement~~ (~~the “Amended Purchase Agreement” and together with the Initial Purchase Agreement, the “Purchase Agreement”~~24) ~~whereby~~months ~~the~~from ~~Company sold additional Notes in~~ the ~~aggregate~~date ~~principal amount~~ of ~~$525,000 and issued Warrants to purchase 5,250,000 shares of Common Stock pursuant to~~ the Purchase Agreement.

The ~~Notes~~indebtedness ~~bear~~evidenced ~~interest~~by atthe aNotes ~~rate~~is ofsenior ~~15%~~to, and has ~~per~~priority ~~annum,~~in ~~compounded~~right ~~quarterly.~~of ~~Principal~~payment ~~and~~over, ~~accrued~~all ~~interest~~indebtedness onof ~~the~~Company, ~~Notes~~other isthan ~~convertible~~that ~~into~~held ~~shares~~by the holders of the Company’s existing ~~common~~15% ~~stock,~~Senior ~~par~~Secured ~~value~~Convertible ~~$0.001~~Notes ~~per~~in ~~share (~~the ~~“Common~~principal ~~Stock”)~~amount atof a$735,000, ~~conversion~~which ~~price~~are ofon $1a pari passu basis.50 ~~per~~The ~~share~~Notes ~~(the~~are ~~“Conversion~~secured ~~Shares”).~~by ~~Principal~~a first lien and ~~accrued~~security interest onin all of the ~~Notes~~assets isof ~~due~~the Company and ~~payable~~its ~~twenty~~wholly-~~four~~owned ~~(24)~~subsidiary, ~~months~~BeesFree ~~from~~USA, Inc., pursuant to the ~~date~~terms of ~~the~~a ~~Purchase~~ certain Security Agreement, dated as of December 31, 2013 (the “~~Maturity~~Security ~~Date~~Agreement”). In addition, the conversion price may be adjusted to reflect subdivisions or combinations of the Company’s Common Stock such as through stock splits, dividends, distributions and similar adjustments to its capital stock.

The ~~indebtedness~~Investors ~~evidenced~~also byreceived ~~the~~Warrants ~~Notes~~exercisable for a period isof ~~senior~~five years from issuance to purchase an aggregate of 450,000 ~~and~~shares ~~has~~of ~~priority~~the inCompany’s ~~right~~Common Stock (the “Warrant Shares”). The initial exercise price of ~~payment~~the ~~over~~Warrants is $1.00 per share, ~~all~~subject ~~indebtedness~~to adjustment to reflect subdivisions or combinations of the Company.’s ~~The~~Common ~~Notes~~Stock ~~are~~such ~~secured~~as bythrough astock ~~first~~splits, ~~lien~~dividends, distributions and similar adjustments ~~security~~to ~~interest~~its capital stock. Furthermore, if the fair market value (as defined in ~~all~~the Warrants) of ~~the~~one ~~assets~~share of Common Stock is greater than the ~~Company~~exercise ~~and~~price ~~its~~then ~~wholly-owned~~in ~~subsidiary~~effect, ~~BeesFree~~and ~~USA,~~the ~~Inc.,~~Warrant ~~pursuant~~Shares are not subject to ~~the~~an ~~terms~~effective registration statement or no current prospectus is available for the resale of athe ~~certain~~Warrant ~~Security~~Shares ~~Agreement,~~at ~~dated~~the astime of ~~March~~exercise, 13the Warrant Shares may be exercised, ~~2013~~in ~~(the~~whole or ~~“Security~~in ~~Agreement”)~~part, on a cashless basis.

~~From~~Registration the date of the Notes until the earlier of 90 days following such date that all of the Registrable Securities (as defined in the Purchase Agreement) are either included for resale in an effective registration statement or are eligible for resale without restriction pursuant to Rule 144(b)(1)(i) of the Securities Act of 1933, as amended, or a combination thereof, the conversion price of the Notes is subject to full-ratchet price protection in the event the Company issues or sells, or is deemed to have issued or sold, subject to certain standard exceptions, any shares of its Common Stock or securities convertible in Common Stock for consideration per share less than the Conversion Price of the Notes then in effect. In addition, the conversion price may be adjusted to reflect subdivisions or combinations of the Company’s Common Stock such as through stock splits, dividends, distributions and similar adjustments to its capital stock.Rights

The ~~Investors,~~Company ~~excluding~~also ~~the~~agreed ~~March~~under ~~2013 Investor~~the ~~for~~Purchase ~~this~~Agreement ~~calculation~~to, ~~also~~on one ~~received~~occasion ~~Warrants exercisable~~ for a two year period ofbeginning ~~five~~30 ~~years~~days from issuance ~~to purchase an aggregate 5,250,000 shares~~ of the ~~Company’s~~Notes ~~Common~~and ~~Stock~~Warrants, (register the ~~“Warrant~~Conversion Shares~~”).~~ ~~The initial exercise price of the Warrants~~and isWarrant ~~$1.50~~Shares ~~per~~upon ~~share, subject to adjustment. Furthermore, if~~ the ~~fair~~demand ~~market~~of ~~value (as defined in~~ the ~~Warrants)~~holders of ~~one~~the ~~share~~majority of ~~Common Stock is greater than~~ the ~~exercise~~Conversion ~~price~~Shares ~~then~~and inWarrant ~~effect~~Shares, and the ~~Warrant~~Company ~~Shares~~also agreed ~~are not subject~~ to anindemnify ~~effective~~the ~~registration~~Investors ~~statement or no current prospectus is available~~ for ~~the~~losses ~~resale~~arising out of ~~the~~or ~~Warrant~~resulting ~~Shares~~from atmaterial ~~the~~breaches ~~time~~ of ~~exercise~~representations, ~~the~~warranties, agreements ~~Warrant~~and ~~Shares~~covenants ~~may~~made beby ~~exercised, in~~the ~~whole~~Company or in ~~part,~~the onPurchase ~~a cashless basis~~Agreement.

The ~~Warrants~~foregoing ~~also~~summary ~~provides~~of ~~for full ratchet anti-dilution protection in~~ the ~~event~~terms ~~that~~and ~~any~~conditions ~~shares~~ of ~~Common~~the ~~Stock~~Purchase Agreement, orthe ~~securities~~Security ~~convertible into Common Stock~~Agreement, ~~are issued at less than~~ the ~~exercise~~Notes ~~price~~and ofWarrants ~~the~~do ~~Warrants,~~not ~~subject~~purport to ~~certain~~be ~~standard~~complete ~~exceptions,~~and ~~until~~is ~~the earlier~~qualified ~~of 90 days following such date that all of the Registrable Securities (as defined~~ in ~~the~~its ~~Purchase~~entirety ~~Agreement)~~by ~~are either~~reference ~~included for resale in an effective registration statement or are eligible for resale without restriction pursuant~~ to ~~Rule 144(b)(1)(i) of~~ the ~~Securities~~full ~~Act,~~text ~~or a combination thereof. In addition, the exercise price~~ of ~~the~~each ~~Warrants may be adjusted to reflect subdivisions or combinations~~ of the ~~Company’s~~aforementioned ~~Common~~documents ~~Stock~~attached ~~such~~ as ~~through~~Exhibits ~~stock splits~~hereto, ~~dividends, distributions~~ and ~~similar~~which ~~adjustments to~~are ~~its~~hereby ~~capital~~incorporated ~~stock~~herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Registration~~The ~~Rights~~information set forth in Item 1.01 hereof is incorporated herein by reference.

~~The~~Item ~~Company~~3.02. ~~also~~Unregistered ~~agreed~~Sales ~~under the Purchase Agreement to, on one occasion for a two year period beginning 30 days from issuance~~ of ~~the~~Equity Notes and Warrants, register the Conversion Shares and Warrant Shares upon the demand of the holders of the majority of the Conversion Shares and Warrant Shares, and the Company also agreed to indemnify the Investor for losses arising out of or resulting from material breaches of representations, warranties, agreements and covenants made by the Company in the Purchase Agreement.Securities

~~Through~~See ~~the~~Item ~~date~~1.01 ~~hereof,~~of ~~the~~this ~~Company~~Current ~~has received~~Report ~~gross~~on ~~proceeds~~Form ~~of $735~~8-K,~~000,~~ which ~~will~~Item is beincorporated ~~used~~herein by this reference, for a description of the ~~general~~terms ~~working~~of ~~capital~~the ~~needs~~Purchase Agreement, the Notes and Warrants, including the issuance of the ~~Company~~securities in connection therewith.

The ~~foregoing~~securities ~~summary~~issued ofabove ~~the~~were ~~terms~~issued ~~and~~under ~~conditions~~the exemption offrom ~~the~~registration ~~Purchase~~provided ~~Agreement,~~by Section 4(a)(2) of the ~~Security~~Securities ~~Agreement~~Act of 1933, ~~the~~as ~~Note~~amended. ~~and~~The ~~Warrant~~securities docontain ~~not~~a ~~purport~~legend torestricting transferability beabsent ~~complete~~registration ~~and~~or isapplicable ~~qualified~~exemption. inThe ~~its~~Investors ~~entirety by~~received ~~reference~~current toinformation about the ~~full~~Company ~~text~~and ofhad the ~~each~~opportunity ofto ~~the~~ask ~~aforementioned~~questions ~~documents~~about ~~attached~~the asCompany. ~~Exhibits~~The ~~hereto,~~Investors ~~and~~were ~~which~~each ~~are~~deemed ~~hereby~~to ~~incorporated herein~~be byan ~~reference~~accredited investor.

Item 29.0301 ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits:

~~The~~(a) ~~information~~Financial ~~set~~Statements ~~forth~~- inNot ~~Item 1.01 hereof is incorporated herein by reference.~~Applicable

~~Item~~(b) ~~3.02.~~Pro-Forma ~~Unregistered~~Financial ~~Sales~~Information of- ~~Equity~~Not ~~Securities~~Applicable

~~See~~(c) ~~Item~~Shell ~~1.01~~Company ofTransactions ~~this Current Report on Form 8~~-K, ~~which~~Not ~~Item is incorporated herein by this reference, for a description of the terms of the Purchase Agreement, the Note and Warrant, including the issuance of the securities in connection therewith.~~Applicable

~~The securities issued above were issued under the exemption from registration provided by Section 4~~(ad)~~(2)~~ of the Securities Act of 1933, as amended. The securities contain a legend restricting transferability absent registration or applicable exemption. The Investor received current information about the Company and had the opportunity to ask questions about the Company. The Investor was deemed to be an accredited investor.Exhibits:

~~Item 9~~10.011 ~~Financial~~Form ~~Statements~~of ~~and~~Securities ~~Exhibits:~~Purchase Agreement.

~~(a)~~10.2 ~~Financial~~Form ~~Statements~~of -Security ~~Not Applicable~~Agreement.

~~(b)~~10.3 ~~Pro-Forma~~Form ~~Financial~~of ~~Information~~15% -Senior ~~Not~~Secured ~~Applicable~~Convertible Promissory Note.

~~(c)~~10.4 ~~Shell~~Form ~~Company~~of ~~Transactions - Not Applicable~~Warrant.

~~(d) Exhibits:~~SIGNATURES

~~10.1~~Pursuant ~~Form~~to ofthe ~~Amended~~requirements ~~and~~of ~~Restated~~the Securities Exchange ~~Purchase~~Act ~~Agreement~~of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

10BEESFREE, INC.2 ~~Form~~By: of/S/ ~~Security~~JOSEPH ~~Agreement.(1)~~FASCIGLIONE Joseph Fasciglione Interim Chief Executive Officer

~~10.3~~Dated: ~~Form~~January of6, ~~15% Senior Secured Convertible Promissory Note.(1)~~2014

10.4 Form of Warrant.(1)

(1) Included as an exhibit to the Current Report on Form 8-K filed on March 15, 2013 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements 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.

BEESFREE, INC. By: /S/ JOSEPH N. FASCIGLIONE Joseph N. Fasciglione Interim President and Chief Executive Officer

Dated: June 26, 2013

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