Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2012, Stevia First Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale by the Company to the Purchasers of an aggregate of $500,000 in convertible debentures (collectively, the “Debentures”) and warrants to purchase 1,000,000 shares of the Company’s common stock (the “Warrants” and the shares issuable upon exercise of the Warrants, the “Warrant Shares”), for proceeds to the Company of $500,000 (the “Financing”).  The Company expects to the transaction to close by November 2, 2012.  After deducting for fees and expenses, the aggregate net proceeds from the sale of the Debentures and Warrants are expected to be approximately $445,000.

The Debentures issuable upon the closing of the Financing are non-interest bearing and will mature two years following their issuance date.  The Debentures are convertible at the Purchaser’s option into shares of the Company’s common stock (the “Conversion Shares”) at an initial conversion price of $0.50 per share, subject to adjustment for stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders.  Upon the earlier of the effectiveness of a registration statement registering the Conversion Shares and Warrant Shares or the date the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 under the Securities Act of 1933 (the “Securities Act”) without volume or manner-of-sale restrictions (such earlier date, the “Trigger Date”), the conversion price of the Debentures shall be reduced to the lesser of (i) the then conversion price or (ii) 90% of the average of the volume weighted average price of the Company’s common stock for the five trading days immediately prior to the Trigger Date, provided that the conversion price shall not be reduced to less than $0.35 per share (such adjusted conversion price, the “Reset Conversion Price”).  The Company may force conversion of the Debentures into Conversion Shares if, at any time following the Trigger Date, the volume weighted average price of the Company’s common stock for each of any five consecutive trading days exceeds 120% of the Reset Conversion Price.  The Debentures provide for certain restrictive covenants and events of default which, if any of them occurs, would permit or require the principal amount of the Debentures to become or to be declared due and payable.    

Pursuant to the terms of the Securities Purchase Agreement, at the closing of the Financing, each of the Purchasers will be issued a Warrant to purchase up to a number of shares of the Company’s common stock equal to 100% of the Conversion Shares initially issuable to such Purchaser pursuant to the Securities Purchase Agreement. The Warrants will have an initial exercise price of $0.70 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years.  Effective upon the Trigger Date, the exercise price of the Warrant shall be reduced to the lesser of (i) the then exercise price or (ii) 110% of the Reset Conversion Price.  The Warrants are subject to adjustment for subsequent equity sales by the Company, as well as for stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders.

As a condition of the closing of the Financing, the Company will enter into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”) pursuant to which the Company is obligated to file with the Securities and Exchange Commission one or more registration statements relating to the resale of Conversion Shares and Warrant Shares.  

Dawson James Securities, Inc. (“Dawson”) acted as placement agent for the Financing. Pursuant to the terms of a Placement Agent Agreement entered into by the Company and Dawson on October 29, 2012, the Company has agreed (a) to pay to Dawson placement agent fees equal to 8% of the aggregate purchase price paid by each Purchaser, (b) to issue to Dawson warrants to purchase 8% of the aggregate number of Conversion Shares issued in the Financing, and (c) to reimburse Dawson for certain expenses.

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The issuance and sale of the Debentures, Warrants, Conversion Shares and Warrant Shares (the “Securities”) has not been registered under the Securities Act. The Securities will be sold in reliance upon exemptions from registration under afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws.  Each of the Purchasers has represented that it is an accredited investor as defined in Regulation D and that it is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.  This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Securities.

The foregoing description of the Securities Purchase Agreement, the Registration Rights Agreement, the Debenture, the Warrants and the Placement Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each document. Copies of the form of Securities Purchase Agreement, the form of Debenture, the form of Warrant, the form of Registration Rights Agreement and the Placement Agent Agreement are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.  The Company’s press release announcing the Financing, issued on October 30, 2012, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.