UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

February 5, 2015 Date of Report (Date of earliest event reported): ~~October 9~~ACCELPATH, ~~2014~~INC (Exact name of registrant as specified in its charter)

ACCELPATH, INC (Exact name of registrant as specified in its charter)


Delaware	000-27023	45-5151193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

850 3rd Avenue, Suite 16C, NYC, NY 10022 (Address of principal executive offices and zip code) (212) 994-9875 Registrant’s telephone number, including area code

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:

.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 1.0201 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Termination~~On ofFebruary 5, 2015, AccelPath, INc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with ~~Energy~~STI ~~Innovative~~Signature ~~Products~~Spirits Group, LLC, a New York limited liability company (“~~EIP~~STI”), and the members of STI (collectively referred to as the Sellers). Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing 52% of the outstanding membership units of STI (the “Majority Interest”), to the Company. In exchange for the Majority Interest, the Company shall issue shares of a newly created Series K preferred stock (the “Preferred Stock”) with a stated value of $750,000 and $55,000 of restricted common stock of the Company and will assume $485,516.53 worth of STI’s debt. Further, the Sellers shall be entitled to additional shares of Preferred Stock with a stated value of $2,250,000 pursuant to a three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015.

AsThe ~~previously~~foregoing ~~disclosed,~~information onis ~~October~~a ~~24,~~summary ~~2013,~~of ~~AccelPath~~the ~~and EIP entered into an~~ Agreement ~~and~~involved ~~Plan of Reorganization~~ in ~~which~~the ~~EIP~~transaction ~~was~~described toabove, ~~become~~is anot ~~wholly-owned~~complete, ~~subsidiary~~and ofis ~~AccelPath.~~qualified Onin ~~October~~its 9,entirety ~~2014~~by ~~EIP~~reference ~~gave~~to ~~notice~~the tofull ~~Accelpath~~text of ~~its intention to terminate~~ the Agreement~~. As a result~~, ~~the~~which ~~parties~~is ~~shall~~attached ~~take~~an ~~all~~exhibit ~~action required~~ to ~~unwind~~this ~~the~~Current ~~transaction,~~Report ~~including~~on ~~the~~Form ~~return~~8-K. ~~and~~Readers ~~surrender~~should byreview ~~Accelpath of~~ the ~~common~~Agreement ~~stock~~for ~~its~~a ~~holds~~complete inunderstanding ~~EIP,~~of ~~and~~ the ~~return~~terms and ~~surrender~~conditions byassociated ~~EIP~~with ofthis ~~its 3,500 shares of Series I Preferred Stock of AccelPath~~transaction. ~~Accelpath shall retire all shares of Series I Preferred Stock to treasury.~~

Item 2.01 ~~Material~~Completion ~~Definitive~~of ~~Agreement~~Acquisition or Disposition of Assets.

On ~~October~~February 165, ~~2014~~2015, ~~AccelPath entered into an Securities Purchase Agreement with~~ the ~~common~~Company ~~stock~~closed ~~and preferred stock shareholders (~~the ~~“Sellers”) of Village Tea Distributors, Inc. (“Village Tea”) holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Upon the closing of the~~ transaction, ~~Village~~with ~~Tea~~STI ~~shall~~described ~~become~~in aItem ~~majority-owned subsidiary of AccelPath. Accelpath agrees to issue~~ 1~~,525 shares of a newly designated series of convertible preferred stock to the Sellers, which shall be designated as Series J Preferred Stock~~.01 The Series J Preferred Stock shall have a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accelpath at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Dateabove. ~~Accelpath agrees to assume $538,500.00 worth of the debt obligations of Village Tea in connection with the Agreement. The Parties anticipate the closing to occur on or before December 1, 2014.~~

Item 95.0103 ~~Exhibits~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Exhibit Number
2.01		Securities Purchase Agreement
2.02		Certificate of Designation for Series J Preferred Stock

On February 5, 2015, the Company created the new Series K preferred stock. A copy of the certificate of designation is filed as an exhibit to this Current Report on Form 8-K.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~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 thereunto duly authorized.~~(a)

~~ACCELPATH,~~Financial ~~INC~~statements of business acquired.

~~By:~~The financial statements required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

~~/s/ Gilbert Steedley~~(b)

~~CEO~~Pro forma financial information.

2The pro forma financial information required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

(d)

Exhibits.


Exhibit Number		Description
10.1		Securities Purchase Agreement by and among STI Signature Spirits, LLC, the members of STI, and the Company
99.1		Certificate of Designation of Series K Preferred Stock

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 thereunto duly authorized.

ACCELPATH, INC.

Date: February 10, 2015

By: /s/ Gilbert Steedley

Its: CEO

Filing Compare · ACCEL BRANDS, INC.