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): ~~January~~ 29February 28, ~~2013~~2014

__________________

PARABEL INC.

(Exact name of registrant as specified in charter)

__________________

Delaware	000-24836	33-0301060
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1901 S. Harbor City Blvd., Suite 300 Melbourne, FL		32901
1901 S. Harbor City Blvd., Suite 600Melbourne, FL		32901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 321-409-~~7500~~7453

~~Not~~1901 ~~Applicable~~S. Harbor City Blvd., Suite 300 Melbourne, FL32901 (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):

[ ] 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 24.01 ~~Completion~~ Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~ Accountant.

On ~~January~~February 2928, ~~2013~~2014, ~~Parabel~~our ~~Ltd.,~~board ~~an exempt company under the Companies Law (2012 Revision)~~ of ~~the~~directors ~~Cayman~~dismissed ~~Islands~~Grant ~~(the~~Thornton ~~“Company”),~~LLP ~~entered into a senior secured convertible note in an original principal amount of $15,000,000~~ (~~the~~ “~~Senior Convertible Note~~GT”) ~~with Dhabi Cayman One Ltd., a company under the Companies Law (~~as ~~amended) of~~ the ~~Cayman~~Company’s ~~Islands~~independent ~~(the~~registered ~~“Purchaser”). The~~public ~~Purchaser~~accounting ~~also received an option to acquire additional notes on the same terms up to an aggregate principal amount of $5,000,000~~firm. ~~The Senior Convertible Note is secured by a first priority perfected security interest in all of the assets of the Company.~~

~~The~~GT’s report on the financial statements for the fiscal years ended December 31, 2012 and 2011, contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than a substantial doubt raised regarding the Company’s isability to continue as a ~~wholly-owned~~going ~~subsidiary~~concern. During the period from June 11, 2010 (the date of PAengagement) ~~LLC~~through February 28, 2014, (i) there were no disagreements with GT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GT, would have caused them to make reference to the subject matter of the disagreements in its reports on the financial statements for such year; and an(ii) ~~indirect~~there ~~controlled~~were ~~subsidiary~~no reportable events as defined in Item 304(a)(1)(v) of ~~Parabel~~Regulation ~~Inc~~S-K.

The ~~Senior~~Company ~~Convertible~~has ~~Note~~provided ~~matures~~a oncopy ~~January~~of ~~29,~~the ~~2018,~~above ~~unless~~disclosures ~~otherwise~~to ~~extended~~GT ~~upon~~and ~~the~~requested ~~written~~that ~~agreement~~GT ofprovide us with a letter addressed to the ~~Company~~U.S. Securities and Exchange Commission stating whether or not it agrees with the ~~Purchaser~~above disclosures. A copy of GT’s response letter is attached hereto as Exhibit 16.1.

~~The~~On ~~Senior~~February ~~Convertible Note bears interest at 8% per annum~~28, ~~compounds each calendar quarter and is payable in arrears on the maturity date~~2014, orour ~~at such earlier date or dates when the Company has cash available to be distributed as determined in the sole discretion of the~~ board of directors ofapproved the ~~Company.~~engagement ~~The~~of ~~interest~~Marcum ~~rate~~LLP ~~increases to 10% per annum upon the occurrence of~~(“Marcum”), ~~and~~as ~~during~~ the ~~continuance~~Company’s ~~of,~~new ~~certain~~independent ~~events~~registered ofpublic ~~default~~accounting firm.

~~The~~During ~~Senior~~the ~~Convertible~~fiscal ~~Note~~years ~~and~~ended ~~any~~December ~~accrued~~31, 2013 and ~~unpaid~~2012, ~~interest~~and ~~are~~the ~~convertible~~subsequent atinterim ~~the~~period ~~Purchaser’s~~prior ~~option~~to ~~into~~ the ~~number~~engagement of ~~shares~~Marcum, ~~of common stock of~~ the Company ~~(the~~has ~~“Common~~not ~~Stock”)~~consulted ~~equal~~Marcum toregarding (i) the ~~dollar~~application ~~amount being converted divided by $1.00 per share~~ of ~~Common~~accounting ~~Stock,~~principles ~~subject~~ to ~~adjustment~~any ifspecified ~~certain~~transaction, ~~events~~either ofcompleted ~~dilution~~or ~~occur. In~~proposed; ~~addition,~~(ii) the ~~Senior~~type ~~Convertible~~of ~~Note~~audit ~~and~~opinion ~~any~~that ~~accrued~~might ~~and~~be ~~unpaid~~rendered ~~interest~~on ~~are~~the ~~also~~Company’s ~~convertible~~financial bystatements; ~~the~~or ~~Company~~(iii) ~~upon~~any ~~the~~matter ~~approval~~that ofwas either the ~~holders~~subject of a ~~majority~~disagreement of(as ~~the~~defined ~~Senior~~in ~~Convertible~~Item ~~Notes~~304(a)(1)(iv) ~~then~~of ~~outstanding~~Regulation S-K) or ~~the~~a ~~Company~~reportable ~~conducting~~event a(as ~~public~~defined ~~offering~~ in ~~which~~Item ~~the~~304(a)(1)(v) ~~Company receives net proceeds~~ of atRegulation ~~least $50,000,000~~S-K).

The foregoing description of the Senior Convertible Note does not purport to be complete and is qualified in its entirety by the Senior Convertible Note attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 8.01. Other Events.

A press release with respect to the above-described private placement of the Senior Convertible Note was issued by Parabel Inc. on January 31, 2013, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~Exhibit~~16.1 Letter Nofrom Grant Thornton LLP. ~~Description~~

~~10.~~- 1 ~~Senior Secured Convertible Note, dated as of January 29, 2013, to the order of Dhabi Cayman One Ltd.~~-

99.1 Press Release dated January 31, 2013.

SIGNATURE

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 hereunto duly authorized.

	PARABEL INC.
Date: January 31, 2013	By:	/s/ Syed Naqvi
Date: March 6, 2014	By:	/s/ Syed Naqvi
	Name: Syed Naqvi
	Name:	Syed Naqvi
	Title: Chief Financial Officer
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Number	Description
10.1	Senior Secured Convertible Note, dated as of January 29, 2013, to the order of Dhabi Cayman One Ltd.
16.1	Letter from Grant Thornton LLP.
99.1	Press Release dated January 31, 2013.

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