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.

Hydrophi Technologies Group, Inc. (the “Company”) entered into three securities purchase agreements (the “Purchase Agreements”) with two separate accredited investors (the “Investors”), on August 14, 2015, August 18, 2015 (collectively, the “August Purchase Agreements”), and September 30, 2015 (the “September Purchase Agreement”, together with the August Purchase Agreements, the “Purchase Agreements”).  Pursuant to the August Purchase Agreements, the Investors each purchased separately from the Company convertible notes in the aggregate principle amount of $205,555.56 (the “August Notes”), for the cash purchase amount of $185,000.00.  Pursuant to the September Purchase Agreement, one of the Investors purchased an additional convertible note from the Company in the aggregate principle amount of $28,888.89 (the “September Note”, together with the August Notes, the “Notes”), for a cash purchase amount of $26,000.  The Notes will mature, one year after their making, in August 2016 and September 2016, respectively, and each bears interest at 8% per annum.

Each Investor, separately, can convert its respective Notes, in whole or in part, from time to time, into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), by sending a notice of conversion to the transfer agent of the Company, commencing six months after issuance.  Each Investor separately has participation rights in certain subsequent placements of equity and equity-related securities of the Company prior to the first anniversary of each respective Purchase Agreement.

The Purchase Agreements contain customary representations, warranties and covenants by, among and for the benefit of the parties.  The Notes include customary event of default provisions and cross-default provisions in connection with any other agreements and/or instruments between the Company and the Investors.  Upon the occurrence of an event of default, the Notes will become immediately due and the Company will be required to pay a penalty interest amount.  The Notes include limitations on principal and interest prepayment and include investor protective provisions, including the right to receive benefits in the event of fundamental transactions and change of control transactions.

Each Investor, as a holder of a Note, will not be entitled to vote, to consent, to receive dividends, or to exercise any rights whatsoever as our shareholders.  If, however, the Company declares a dividend or makes a distribution of its assets (the “Distribution”), the Investors will be entitled to the Distribution to the same extent that the Investors would have participated therein if the Investor had held the number of shares of Common Stock then acquirable upon complete conversion of their Notes.

At no time will an Investor be entitled to convert any portion of their Notes, to the extent that after such exercise/conversion, the Investor (together with its affiliates) would beneficially own more than 4.99% of the outstanding shares of Common Stock as of such date, which limit may be increased to 9.99% at the election of the Investor but no greater than 9.99%.

The issuance of the Notes to the Investors under the Purchase Agreements was exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated under the Securities Act (“Regulation D”). The Company made this determination based on the representations of the Investors in the Purchase Agreements that each Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information about its investment and about the Company.

The foregoing descriptions of the Purchase Agreements and the Notes do not purport to be complete, and are qualified in their entirety by reference to each such document (or form thereof, as applicable), filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and incorporated herein by reference.

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item.

Item 3.02

Unregistered Sales of Equity Securities

The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item.

Item 9.01.

Financial Statements and Exhibits

The following is filed as exhibits to this Current Report on Form 8-K:

Exhibit

Number

Description of Document

4.1

Form of Convertible Note, dated August 14, 2015 and August 18, 2015, in aggregate principle amount of $205,555.56

4.2

Form of Form of Convertible Note, dated September 30, 2015, in aggregate principle amount of $28,888,89

10.1

Form of Securities Purchase Agreements, dated as of August 14, 2015 and August 18, 2015, by and between HydroPhi Technologies Group, Inc., and two accredited investors

10.2

Form of Securities Purchase Agreement, dated as of September 30, 2015 by and between HydroPhi Technologies Group, Inc., and an accredited investors

SIGNATURES

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.