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): ~~November~~January 2127, ~~2011~~2012

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.)

933 East Columbus Ave.

Springfield, MA 01105

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(413)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 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~~into a Material Definitive Agreement.

On ~~November~~January 2127, ~~2011~~2012, NXT Nutritionals Holdings, Inc. (the “Company” ~~or the “Registrant”~~) ~~and~~appointed ~~NXT~~Philip ~~Investment~~B. ~~Partners,~~Sheibley LLC, a Delaware limited liability company (“NIP”) executed a Securities Purchase Agreement (the “SPA”) pursuant to which NIP agreed to make investments (the “Investment”) in the Company in the form of a senior secured loan to the Company in the aggregate principal amount of at least $1,000,000 and up to $1,500,000 (the amount loaned shall be referred to as ~~the “Principal Amount of the 2011 Note”), bearing interest at 13% per annum, in exchange for~~ a ~~four~~non-~~year~~executive ~~13%~~member ~~Senior Secured promissory note (“2011 Note”). On November 21, 2011, pursuant to the SPA, the Company received an initial investment~~ of ~~$1,000,000 and issued~~ the ~~2011~~Board ~~Note in the original principal amount~~ of ~~$1,000,000~~Directors ~~along with 13,075,468 shares~~ of ~~Series A Convertible Preferred Stock (“Preferred Stock”) of~~ the Company ~~to NXT~~. The sum of the $1,000,000 initial investment was attributed 20% for the purchase of the 2011 Note and 80% for the purchase of the Preferred Stock. Pursuant to the terms of the SPA, the Company and NXT may agree to an additional investment of up to $500,000 on or prior to January 20, 2012. The Preferred Stock was issued by the Company pursuant to an exemption under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) due to the fact that it did not involve a public offering of securities and Rule 506 of Regulation D promulgated thereunder. The shares of Preferred Stock are “restricted securities” as such term is defined in the Securities Act. The rights and preferences of the Preferred Stock are set forth in the Series A Preferred Stock Certificate of Designation as attached to the SPA. The Preferred Stock issued under the SPA carries an annual dividend equal to the greater of: (a) 10% of the then outstanding Principal Amount of the 2011 Note as of December 31st of the applicable fiscal year for which the annual dividend is being paid; or (b) 10% of the Net Income (as defined in the 2011 Note) of the Company in excess of $500,000 for the applicable fiscal year of the Company and is convertible at the option of NIP into an equal number of shares of common stock of the Company representing 20% of the Company’s fully diluted capital stock at the time of conversion.

InMr. ~~connection~~Sheibley ~~with~~is ~~the~~an ~~closing~~experienced ofexecutive ~~the~~and ~~Investment,~~venture ~~the~~capitalist. ~~Company~~He ~~granted~~spent to30 ~~NIP~~years ~~a security interest in the Company’s assets~~ as ~~collateral~~a asmanagement ~~set~~consultant ~~forth~~with ~~in the Security Agreement dated November 21~~Accenture, ~~2011,~~where ashe ~~attached~~focused toon the ~~SPA.~~Life ~~Furthermore,~~Sciences ~~on November 21~~area, ~~2011~~holding ~~the Company’s subsidiaries also entered into~~ a ~~Subsidiary Guarantee~~variety ~~Agreement,~~of asleadership ~~attached~~positions toincluding ~~the~~North ~~SPA,~~American toindustry ~~guarantee~~lead ~~the Company’s prompt~~ and ~~complete~~Global ~~payment~~Lead ~~and~~for ~~performance~~Management ~~when~~Consulting. He ~~the~~also ~~obligations~~served ~~set~~as ~~forth~~a inmember of the ~~Subsidiary~~Products ~~Guarantee~~Operating ~~are~~Group ~~due~~Executive Committee.

~~Additionally,~~Mr. ~~pursuant~~Sheibley’s toconsulting awork ~~Registration~~focused Rights Agreement dated November 21, 2011 delivered pursuant to the SPA, the Company agreed to register 100% of the common shares issuable upon conversion of the Preferred Stock (the “Registrable Securities”) on adefining ~~Form S-1 (the “Registration Statement”) to be filed with the Securities~~ and ~~Exchange~~executing ~~Commission~~strategies ~~(the “SEC”) on or prior~~ to ~~the~~create ~~60th calendar day following the date the Company is required to file its Form 10~~leading-Kedge ~~for~~business ~~the fiscal year ending December 31~~capabilities, ~~2011~~working ~~(the~~with ~~“Filing Date”) and use its best efforts to have it declared effective within 180 calendar days after November 21, 2011 (the “Effectiveness Date”)~~U. In the event that the total number of the Registrable Securities exceeds the limitation imposed by the SEC staff under Rule 415, the number of Registrable Securities to be registered will be subject to cut back as provided in the Registration Rights AgreementS. ~~Subject to the terms of the Registration Rights Agreement, upon the occurrence of any event that shall incur liquidated damages (each an “Event”~~ and ~~the~~internationally-headquartered ~~date~~pharmaceutical ~~of the occurrence of any such Event~~companies, ~~the “Event Date”)~~biotech, ~~including,~~and ~~but~~medical ~~not~~product ~~limited to~~producers, ~~that~~as ~~the~~well ~~initial~~as ~~Registration~~contract ~~Statement~~research isorganizations. ~~not~~Mr. ~~filed~~Sheibley ~~prior~~also toplayed ~~the~~a ~~Filing~~leadership ~~Date~~role ~~or the initial Registration Statement including the Registrable Securities permitted by Rule 415 is not declared effective by the Effectiveness Date, (A) the Company shall pay to NIP an amount~~ in ~~cash,~~a asnumber ~~partial liquidated damages, equal to 0.5%~~ of ~~the~~joint-venture ~~aggregate~~and ~~subscription~~new ~~amount~~venture ~~paid~~start-up byengagements ~~NIP~~where ~~pursuant~~company tooperating ~~the~~model ~~SPA for any unregisterable securities then held by NIP,~~ and ~~(B)~~capability onstrategies ~~each~~needed ~~monthly anniversary of the Event Date until the Event is cured, the shall pay~~ to ~~NIP~~be andefined ~~amount in cash, equal to 1.0% of the aggregate subscription amount paid by NIP pursuant to the SPA~~ for ~~any~~successful ~~unregisterable securities then held by NIP, subject to a maximum amount of 6~~launch.~~0% of the aggregate subscription amount paid by NXT pursuant to the SPA.~~

~~The~~Since ~~term~~leaving ofAccenture, ~~the~~Mr. ~~SPA~~Sheibley ~~additionally~~has ~~requires~~focused ~~the~~on ~~holders~~venture ofcapital atinvestment ~~least~~and ~~65%~~consulting, ofhelping ~~the~~to ~~outstanding~~structure ~~principal~~a ~~amount~~number of ~~the~~financing ~~Company’s~~vehicles ~~2009~~for ~~convertible~~early-stage ~~debentures (the “2009 Debentures”) and five year Series A and Series B warrants (collectively~~companies, ~~the “2009 Warrants”~~ and ~~together~~participating ~~with the 2009 Debentures are referred to~~ as ~~the~~a ~~“2009~~board ~~Securities”)~~chair/member ~~to agree to and execute the First Amendment (as described below) and the holders~~ of at least 67% of the outstanding principal amount of the Company’s 0% Original Issue Discount Senior Secured Convertible Notes (the “2010 Notes”) to agree to and execute the Fourth Modification Agreement (as described below)several.

OnMr. ~~November~~Sheibley 4,was ~~2011,~~designated ~~the~~by ~~Company entered into a Fourth Modification and Amendment Agreement (~~the ~~“Fourth~~Series ~~Modification~~A ~~Agreement”)~~Preferred ~~with~~stockholders ~~the holders holding approximately 93.5% percent~~ of the ~~outstanding~~Company ~~principal~~pursuant ~~amount of~~to ~~(1)~~ the ~~2010~~terms ~~Notes,~~of ~~(2)~~that ~~the~~certain ~~related~~Securities ~~Series~~Purchase CAgreement ~~warrants~~between (the ~~“Series~~Company ~~C Warrants”)~~ and ~~(3)~~NXT ~~the~~Investment ~~shares of common stock underlying the Notes and the Series C Warrants. Pursuant to the Fourth Modification Agreement~~Partners, ~~the holders~~LLC, ~~upon~~a ~~closing~~Delaware oflimited ~~the~~liability ~~Investment~~company, ~~among~~dated ~~other~~November ~~things~~21, ~~have~~2011 ~~agreed to waived their right to monthly redemptions of the Notes and extend the maturity date of the Notes to the date that is 48-months from the Closing Date~~ (~~as defined in~~ the “SPA”) ofand ~~the~~appointed ~~Investment.~~to Infill ~~addition,~~an ~~the~~existing ~~holders~~but ~~have~~now ~~agreed~~vacant ~~(i)~~directorship ~~that the conversion price will be lowered to $0~~position.~~25,~~ A ~~(ii)~~copy ~~to a waiver~~ of the ~~anti-dilution~~SPA ~~provisions~~is ~~and~~attached ~~future~~as ~~participation~~Exhibit ~~rights~~10.1 ~~set forth in the Notes and Series C Warrants and (iii)~~ to ~~subordinate their security interests securing~~ the ~~2010 Notes to the senior security interests to be granted by the~~ Company’s toForm ~~secure~~8-K ~~the~~filed ~~Investment~~on ~~and~~November to29, ~~third parties that provide financing for accounts receivables~~2011, ~~inventory~~incorporated ~~and~~herein ~~raw~~by ~~materials of the Company~~reference.

~~Also~~In onconnection ~~November~~with 4,Mr. ~~2011,~~Sheibley’s ~~approximately~~appointment ~~70%~~to of the ~~holders~~Company’s Board of ~~the~~Directors, ~~outstanding~~on ~~principal~~January ~~amount~~27,2012 of the Company’s ~~2009 Securities~~ entered into a ~~First~~Director ~~Modification and Amendment~~ Agreement (the “~~First~~Director ~~Amendment~~Agreement”) ~~pursuant~~with toMr. ~~which,~~Sheibley. The ~~upon~~term ~~closing~~ of the ~~Investment,~~Director ~~the~~Agreement ~~2009~~runs ~~Debentures~~for ~~and~~a ~~the~~period ~~2009 Warrants~~ of ~~the~~one ~~approving holders were amended and modified, among other things,~~ (i1) toyear ~~reduce the~~from ~~Conversion~~January ~~Price~~27,2012 ~~(as defined in the 2009 Debentures)~~ and ~~the~~is ~~Exercise~~subject ~~Price (as defined in the 2009 Warrants)~~ to ~~$0.25~~a ~~per~~one ~~share of common stock,~~ (ii1) toyear ~~waive the~~renewal ~~anti-dilution~~upon ~~provisions of the 2009 Debentures and the 2009 Warrants and (iii) and extend the Maturity Date under the 2009 Debentures to the date that is 48~~re-~~months~~election, ~~from~~unless ~~the~~sooner ~~Closing Date (as defined in the SPA) of the Investment. As a result of the closing of Investment~~terminated, ~~those holders of the 2009 Securities who did not execute the First Amendment will incur a reduction of the Conversion Price (~~as ~~defined~~provided in the ~~2009~~Director ~~Debentures) and the Exercise Price (as defined in the 2009 Warrants) of their 2009 Debentures and 2009 Warrants to $0~~Agreement.~~09 per share of common stock. The Maturity Date under the 2009 Debentures remains unmodified for those holders of the 2009 Securities who did not execute the First Amendment.~~

~~Copies~~Item of5.02 ~~the~~Departure ~~Fourth~~of ~~Modification~~Directors ~~Agreement~~or ~~and~~Certain ~~the~~Officers; ~~First~~Election ~~Amendment~~of ~~are~~Directors; ~~attached~~Appointment asof ~~Exhibits~~Certain ~~10.1~~Officers; ~~and~~Compensatory ~~10.2~~Arrangements toof ~~the~~Certain ~~Registrant’s Form 8K filed on November 11, 2011, incorporated herein by reference~~Officers.

~~Item~~The ~~2.03~~information ~~Creation~~contained ofin aItem ~~Direct~~1.01 ~~Financial~~above ~~Obligation~~is orincorporated anherein ~~Obligation~~by ~~under~~reference anin ~~Off-Balance~~its ~~Sheet Arrangement of a Registrant~~entirety.

~~The~~Mr. ~~information~~Sheibley ~~pertaining~~has not been named, and is not currently expected to be named to any committees of the ~~sale~~Board of Directors of the ~~2011~~Company. ~~Note~~He ~~and~~is ~~Restricted~~not ~~Stock~~due inany ~~Item~~compensation ~~1.01~~under the Director Agreement, but is ~~incorporated~~entitled ~~herein~~to byreimbursement ~~reference~~for all reasonable out-of-pocket expenses incurred in ~~its~~attending ~~entirety~~any in-person meetings.

There is no information required by Item 3404(a) of Regulation S-K to be reported and there is no family relationship between Mr.02 ~~Unregistered~~Sheibley ~~Sales~~and any of ~~Equity~~the ~~Securities~~Company's directors or officers.

~~The~~Other ~~information~~than ~~pertaining~~the toDirector ~~the~~Agreement ~~sale~~there ofare ~~the~~no ~~2011~~compensatory ~~Note~~plans, ~~and~~contracts ~~Restricted~~or ~~Stock~~arrangements into ~~Item~~which 1Mr.01 Sheibley is ~~incorporated~~a ~~herein~~party byor ~~reference~~ in ~~its~~which ~~entirety~~he participates.

In connection with the closing of the Investment on November 21, 2011, the Company issued to NIP 13,075,468 shares of Series A Convertible Preferred Stock (the “Preferred Stock”). The rights and preferences of the Preferred Stock are set forth in the Series A Preferred Stock Certificate of Designation as attached to the SPA. The Preferred Stock issued under the SPA carries an annual dividend equal to the greater of: (a) 10% of the then outstanding Principal Amount of the 2011 Note as of December 31st of the applicable fiscal year for which the annual dividend is being paid; or (b) 10% of the Net Income (as defined in the 2011 Note) of the Company in excess of $500,000 for the applicable fiscal year of the Company and is convertible at the option of NIP into an equal number of shares of common stock of the Company representing 20% of the Company’s fully diluted capital stock at the time of conversion.

$800,000 of the initial Investment was attributed to the purchase of the Preferred Stock in accordance with the SPA. The Preferred Stock was issued by the Company pursuant to an exemption under Section 4(2) of the Securities Act due to the fact that it did not involve a public offering of securities and Rule 506 of Regulation D promulgated thereunder and was also made based on various representations of the NIP contained in the SPA. The shares of Preferred Stock are “restricted securities” as such term is defined in the Securities Act.

Item 9.01 Financial Statement and Exhibits.

(d)

Exhibits

Exhibit Number	Description
10.1	~~Securities~~Director ~~Purchase~~ Agreement dated ~~November~~January 2127, ~~2011~~2012.
10.2	2011 Note.
10.3	Subsidiary Guarantee.
10.4	Security Agreement.
10.5	Certificate of Designation relating to Series A Convertible Preferred Stock.
10.6	Lock-Up Agreement.
10.7	Registration Rights Agreement dated November 21, 2011.
10.8	Fourth Modification Agreement. (1)
10.9	First Amendment. (1)

(1) Incorporated herein by reference to the Registrant’s Form 8K filed on November 11, 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: November 28, 2011	By:	/s/ Francis McCarthy
Date: February 2, 2012	By:	/s/ Francis McCarthy
		Name: Francis McCarthy
		Title: President and Chief Executive Officer

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