Item 1.01.

Entry into a Material Definitive Agreement

On December 31, 2012, Independence Bancshares, Inc. (the "Company"), the bank holding company for Independence National Bank, a South Carolina national bank (the "Bank"), issued 17,648,750 shares of common stock to certain accredited and unaccredited investors, including members of the Company’s board of directors, for cash proceeds of approximately $14.1 million, at a price of $0.80 per share.  Information with regards to the offering is qualified in its entirety by reference to the Form of Subscription Agreement attached hereto as Exhibit 10.01, which exhibit is incorporated herein by reference.

In connection with the offering, the Company paid Hovde Securities, LLC, a FINRA registered broker-dealer, a cash payment of approximately $550,000, which represented a 6% commission of the gross proceeds from the offering.

The net proceeds of the offering will be used primarily to provide additional capital to the Bank to improve the Bank's capital levels, as well as to finance future business opportunities.  Future business opportunities are intended to include both traditional community banking services as well as opportunities in consumer finance, payments and mobile banking services, as previously disclosed in the Company's SEC filings.  The Bank is currently under a consent order with the OCC and must obtain OCC approval to expand its business model.  There can be no assurances that the Bank will receive OCC approval or be successful in implementing the steps necessary to expand its business model.

The Company granted investors in the offering registration rights.  The Company is obligated to use its best efforts to cause a registration statement registering the common stock for resale to be filed no later than 30 days from the date of the last closing of the offering and must be declared effective as soon as practicable following the last closing of the offering.  Moreover, the Company will maintain the effectiveness of the registration statement from its effective date until the earlier of: (i) the date that is one year after the last closing of the offering or (ii) the date all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 of the Securities Act of 1933.  Information with regards to the registration rights is qualified in its entirety by reference to the Form of Registration Rights Agreement attached hereto as Exhibit 10.02, which exhibit is incorporated herein by reference.

As of December 31, 2012, upon the issuance of the shares of common stock described herein, the Company has approximately 19.7 million shares of common stock issued and outstanding.

The issuance of the shares of common stock in the private placement was not registered under the Securities Act of 1933, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933 and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.  This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.

Item 3.02.

Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.