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): ~~December~~November 64, ~~2010~~2011

NXT Nutritionals Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	333-147631
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

56933 ~~Jackson~~East ~~Street~~Columbus Ave.

~~Holyoke~~Springfield, MA ~~01040~~01105

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(413) ~~533~~747-9300

(ISSUER TELEPHONE NUMBER)

(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 (~~see~~ see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o 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.

On ~~December~~November 64, ~~2010~~2011 (the “Execution Date”), NXT Nutritionals Holdings, Inc. (the “Company”) and purchasers (the “Purchasers”) holding approximately 9193.5% of the aggregate number of (1) the original issue discount senior secured note (the “Notes”), (2) the series C warrants (the “Series C Warrants”) and (3) the shares of common stock underlying the Notes and the Series C Warrants (collectively, the “Securities”), entered into a ~~second~~fourth modification and amendment agreement (the “~~Second~~Fourth Amendment”). ~~The~~In order to take effect, the Amendment was required to be approved by Purchasers of at least 67% of the Securities. The Fourth Amendment became effective on November 4, 2011 and amends and modifies certain terms and provisions in the Notes and the Series C Warrants, as previously amended by the parties on September 1, 2010, December 6, 2010 and September 6, 2011.

Pursuant to the Fourth Amendment, the ~~commencement~~holders of ~~monthly~~the ~~redemption~~Securities ~~date~~waived oftheir ~~the~~right ~~Notes~~to ismonthly ~~extended~~redemptions toof ~~September~~the 1,Notes ~~2011,~~and extended the maturity date of the Notes ~~is extended~~ to ~~December~~the ~~31,~~four ~~2011~~year ~~and~~anniversary of the ~~original~~closing ~~issue~~of ~~discount~~a isproposed ~~amended~~2011 ~~such~~financing. In ~~that~~addition, the ~~principal~~conversion ~~amount~~price ~~equals~~will ~~each~~be ~~investor’s~~lowered ~~subscription~~to ~~amount~~$.25, ~~multiplied~~and bythe ~~1.60. In~~holders ~~addition~~of the ~~conversion~~Securities ~~price~~agreed ~~can~~to beremove ~~adjusted~~the onanti-dilution provisions and future participation rights set forth in the ~~following~~Notes ~~events:~~and Series C Warrants.

~~(i)~~Pursuant ~~First~~to ~~Quarter 2011 Form 10-Q. If~~ the ~~Company’s~~Fourth ~~filing of its March 31~~Amendment, ~~2011~~holders ~~Form~~of ~~10-Q with~~ the Securities ~~and~~agreed ~~Exchange~~to ~~Commission~~a ~~does~~subordination ~~not~~agreement ~~disclose~~pursuant ~~revenue~~to ofwhich ~~at least $5 million for~~ the ~~first~~holders ~~three months~~ of ~~2011, then~~ the ~~Conversion~~Securities ~~Price~~agreed ofto ~~the~~subordinate ~~Notes~~their ~~will~~security ~~decrease~~interests bysecuring ~~$.03 on~~ the ~~fifth~~Notes ~~(5th)~~to ~~trading day after~~ the ~~Company~~senior ~~files~~security ~~its~~interests ~~March~~to ~~31,~~be ~~2011~~granted ~~Form~~by ~~10-Q. Notwithstanding~~ the ~~foregoing,~~Company ~~if,~~to ~~during~~secure the ~~five~~investors ~~(5)~~in ~~trading days following~~ the ~~filing~~proposed ~~of the March 31,~~ 2011 ~~Form~~financing ~~10-Q,~~and ~~the~~to ~~average~~third ~~closing~~parties ~~bid~~that ~~price~~provide isfinancing ~~$.60~~for oraccounts ~~better~~receivables, ~~the~~inventory ~~aggregate~~and ~~trading~~raw ~~volume~~materials of ~~Company~~the ~~common stock is at least 1~~Company.5 ~~million~~The ~~shares~~Subordination ~~and~~agreement ~~all~~gives of the ~~shares~~2011 ~~underlying~~Note ~~the~~holders ~~Notes may be sold pursuant to an effective registration statement or Rule 144 (and~~ the ~~Company~~senior isdebt ~~then~~position inof ~~compliance with~~ the ~~current~~company’s ~~public information required under Rule 144), then no adjustment to the Conversion Price will be made hereunder~~assets.

~~(ii)~~Also ~~Second~~on ~~Quarter~~November 4, 2011, ~~Form~~approximately ~~10-Q.~~70% Ifof the ~~Company’s~~holders ~~filing~~ of ~~its~~convertible ~~June~~debenture ~~30, 2011 Form 10-Q with~~ (the ~~Securities~~“2009 Debentures”) and ~~Exchange~~five ~~Commission~~year ~~does~~Series ~~not~~A ~~disclose~~and ~~revenue~~Series ofB atwarrants ~~least~~(collectively, ~~$8 million for~~ the ~~first~~“2009 ~~six~~Warrants” ~~months~~and oftogether ~~2011,~~with ~~then~~ the ~~Conversion~~2009 ~~Price~~Debentures ofare ~~the~~referred ~~Notes will be adjusted~~ to ~~equal~~as the ~~lesser~~“2009 ~~of (i~~Securities”) ~~the~~entered ~~then~~into ~~effective~~a ~~Conversion~~modification ~~Price~~ and ~~(ii)~~amendment ~~ninety~~agreement (~~90%) percent of~~ the ~~average~~“First ~~closing~~Amendment”) ~~bid~~pursuant ~~price~~to ~~during~~which the ~~five~~2009 ~~(5)~~Debentures ~~trading~~and ~~Days following~~ the ~~filing~~2009 Warrants of the ~~June~~approving ~~30,~~holders ~~2011~~were ~~Form~~amended ~~10-Q,~~and ~~such~~modified ~~adjustment,~~as iffollows: ~~any,~~· ~~to occur on~~ the ~~fifth~~Conversion Price (~~5th)~~as ~~trading~~defined ~~day~~in ~~following~~ the ~~Company’s~~2009 ~~filing~~Debentures) ofand ~~its~~the ~~June~~Exercise ~~30,~~Price ~~2011~~(as ~~Form~~defined ~~10-Q.~~in ~~Notwithstanding~~ the ~~foregoing,~~2009 ~~if, during the five (5~~Warrants) ~~trading~~shall ~~Days~~be ~~following~~$0.25 ~~the~~per ~~filing~~share of ~~the~~common ~~June~~stock; ~~30,~~· ~~2011~~the ~~Form 10~~anti-Q,dilution ~~the~~provisions ~~average~~of ~~closing~~the ~~bid~~2009 ~~price~~Debentures isand ~~$.60~~under orSection ~~better,~~2(d) ~~the aggregate trading volume~~ of ~~Company~~the ~~common~~2009 ~~stock~~Warrants isare atwaived; ~~least~~and ~~1.5~~· ~~million~~the ~~shares~~Maturity ~~and~~Date ~~all~~(as ofdefined ~~the~~in ~~shares underlying~~ the ~~Notes~~2009 ~~may~~Debentures) shall be ~~sold~~amended ~~pursuant~~ to anextend ~~effective registration statement or Rule 144 (and~~ the ~~Company~~Maturity isDate ~~then~~to ~~in compliance with~~ the ~~current~~date ~~public~~which ~~information~~is ~~required~~48 ~~under~~months ~~Rule~~from ~~144), then no adjustment to~~ the ~~Conversion~~closing ~~Price~~of ~~will~~proposed be2011 ~~made hereunder~~financing.

AThe ~~copy~~foregoing descriptions of the First Amendment and Fourth Amendment is ~~attached~~not ~~hereto~~complete and is qualified in its entirety by reference to the full terms and conditions of the First Amendment and Fourth Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Modification and Amendment Agreement by and among the Company and the Holders identified on the signature pages thereto, dated December 6, 2010.

10.1	Fourth Modification and Amendment Agreement by and among the Company and the 2010 Securities holders identified on the signature pages thereto, dated November 4, 2011

10.2	First Modification and Amendment Agreement by and among the Company and the 2009 Securities holders identified on the signature pages thereto, dated November 4, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	NXT Nutritionals Holdings, Inc.
Date: December 7, 2010	By:	/s/ Francis McCarthy
Date: November 9, 2011	By:	/s/ Francis McCarthy
		Name: Francis McCarthy
		Title: President and Chief Executive Officer

Filing Compare · NXT Nutritionals Holdings, Inc.