UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC ~~D.C.~~ 20549

FORM 8-K

CURRENT REPORT PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): May ~~Act~~15, ~~of 1934~~2013

Date of Report (Date of earliest event reported): December 20, 2012

GREEN BALLAST, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54568	~~000~~45-~~54568~~1629984		~~45-1629984~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification No.)~~
2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee		38118	~~38118~~
(Address of principal executive offices)		(Zip Code)	~~(Zip Code)~~
	(901) 260-4400
	(Registrant's telephone number, including area code) (Former name or former address, if changed since last report)

(901) 260-4400

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box 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 1.01 Entry into a Material Definitive Agreement.

OnThe ~~December 20, 2012, Green Ballast, Inc. (the “~~Company”) entered into ~~Purchase~~a ~~Agreements~~sixth ~~(collectively,~~amendment effective ~~the~~as ~~“Purchase~~of ~~Agreement”)~~May ~~with~~15, ~~certain~~2013 ~~accredited investors~~ (~~collectively,~~ the “~~Investors~~Gemini Note Amendment”), ~~pursuant~~ to ~~which the Company issued (i) six of~~ its 8% ~~Mandatorily~~Senior Secured Convertible ~~Notes (each, a “~~Note” ~~and~~issued on ~~collectively,~~April ~~the “Notes”) in the aggregate principal amount of $150~~15,~~000,~~ ~~and~~2011 ~~(ii)~~to anGemini ~~aggregate~~Master ~~of 150~~Fund,~~000~~ ~~shares of the Company’s common stock, $0~~Ltd.~~0001~~ ~~par value per share~~ (the “~~Common~~Gemini ~~Stock~~Note”)~~, to the Investors, for aggregate gross proceeds of $150,000 (the “Financing Transaction”)~~. ~~This~~ ~~$150,000,~~The ~~together~~Gemini ~~with~~Note ~~the~~Amendment ~~$200,000~~extended ~~raised by~~ the ~~Company~~maturity date onof ~~October 16, 2012, November 5, 2012, and November 28, 2012, makes~~ the ~~current~~Gemini ~~total~~Note ~~amount raised by the Company in its private offering of Notes and Common Stock equal~~ to ~~$650~~July 15,~~000~~ 2013.

The ~~Purchase Agreement contains representations and warranties by the~~ Company ~~and~~entered ~~the~~into ~~Investors~~a ~~and~~sixth ~~covenants~~amendment effective as of ~~the~~May ~~Company~~15, ~~and~~2013 ~~the Investors~~ (~~including indemnification from~~ the ~~Company~~“GBL inNote ~~the event it breaches its representations and warranties~~Amendment”), ~~which the Company believes are customary for transactions of this type. The Company agreed~~ to ~~use commercially reasonable efforts to effect a recapitalization of~~ its ~~capital~~8% ~~stock~~Senior bySecured ~~first~~Note ~~reducing~~issued ~~the~~on ~~number~~April of15, ~~shares~~2011 to ofGreen ~~its~~Ballast ~~outstanding~~LLC ~~Common Stock by the surrender of additional shares of Common Stock by existing stockholders of the Company~~ (the “~~Share~~GBL ~~Reduction~~Note”). ~~and~~The ~~then~~GBL ~~effecting~~Note aAmendment ~~reverse~~extended ~~split~~the maturity date of ~~its~~the ~~outstanding~~GBL ~~shares~~Note ofto ~~Common~~July ~~Stock.~~15, 2013

The ~~Notes~~Company ~~mature~~entered oninto ~~October~~an ~~16,~~amendment ~~2013~~effective as ~~and bear a simple interest rate~~ of 8%May ~~per annum~~15, ~~which~~2013 ~~began to accrue on~~ (the ~~respective~~“Bridge Notes onAmendment”) ~~December~~to ~~20,~~its ~~2012. Upon~~8% aMandatorily ~~closing~~Convertible ofNotes with a ~~subsequent~~maturity ~~private placement~~ date of ~~the~~October ~~Company’s~~16, ~~equity~~2013, orissued ~~equity~~to ~~linked~~certain ~~securities~~accredited investors (the “~~Subsequent~~Bridge ~~Offering~~Notes”). ~~and~~The ~~completion~~extension ofextended the deadline ~~Share Reduction (each, a “Conversion Event”), the outstanding principal amount of each Note is automatically convertible into shares of Common Stock. The number of shares of Common Stock~~ to beconsummate ~~issued upon conversion is equal to (~~a~~)(i)~~ ~~the~~Qualified ~~principal~~Financing ~~amount of the Note~~ (~~ii)~~as ~~divided~~defined ~~by the pre-money valuation of the Company used~~ in the ~~Subsequent~~Bridge ~~Offering, and then (iii~~Notes) ~~multiplied~~under bySection ~~the number of shares of Common Stock outstanding after the Conversion Event~~ 6(~~the “Base Number”~~c), ~~plus (b) 20%~~ of the ~~Base~~Bridge ~~Number. On the conversion date, all accrued but unpaid interest on the~~ Notes ~~will~~to beJuly ~~forgiven~~15, 2013.

The ~~Notes~~Company ~~contain~~entered ~~customary~~into ~~covenants,~~an ~~including~~amendment ~~restricting~~(the “Warrant ~~certain~~Amendment”) ~~payments~~ to becertain ~~made~~warrants byissued ~~the~~to ~~Company~~Gemini ~~until~~Master ~~all~~Fund, ~~amounts due and payable under the Notes are paid in full~~Ltd. ~~The~~ ~~Notes~~which ~~also~~became ~~contain~~effective ~~customary~~as ~~events~~ of ~~default upon the occurrence of which~~May 15, ~~subject~~2013. toAs ~~any~~a ~~cure period~~result, the ~~full~~exercise ~~principal~~price ~~amount~~for each of the ~~Notes,~~Company’s ~~together~~Class ~~with~~A ~~any~~warrants, ~~other~~exercisable ~~amounts~~into ~~owing~~1,500,000 inshares ~~respect~~of Common ~~thereof~~Stock, toand ~~the~~Class ~~date~~B ofwarrants, ~~such~~exercisable ~~event~~into ~~of default~~1,500,000 ~~shall~~shares ~~become~~of ~~immediately~~Common ~~due~~Stock and ~~payable~~Class ~~without~~C ~~any~~warrants, ~~action~~exercisable oninto ~~the~~2,000,000 shares ~~part~~ of ~~the~~Common ~~holders~~Stock, ofwas ~~the~~reduced ~~Notes~~to $0.15 Inper ~~addition,~~share. ~~failure~~As bya ~~the~~result, ~~Company to consummate~~ the ~~Subsequent~~warrants ~~Offering~~are onexercisable orfor ~~prior~~an toaggregate ~~April~~of 155,000,000 shares ~~2013~~of ~~constitutes~~Common Stock for an ~~event~~exercise price of ~~default~~$0.15 ~~under~~per ~~the Notes~~share.

IfThe ~~the~~foregoing ~~investors~~summary inof the ~~Subsequent~~Gemini ~~Offering~~Note ~~receive~~Amendment, the ~~warrants~~GBL orNote ~~other~~Amendment, ~~rights to subscribe for shares of~~ the ~~Company’s~~Bridge ~~Common~~Notes ~~Stock,~~Amendment ~~then~~and the ~~Investors~~Warrant ~~are~~Amendment ~~entitled~~set toforth ~~receive~~in ~~such~~this ~~warrants~~Item or1.01 ~~other~~are ~~rights~~qualified onin atheir entirety ~~pro~~by ~~rata~~reference ~~basis. The~~to ~~terms of~~ the ~~warrants~~text ~~received~~of byeach, ~~the~~which ~~Investors~~are ~~would~~incorporated beby ~~the~~reference ~~same~~herein as ~~the~~Exhibits ~~warrants~~4.1, ~~received~~4.2, by4.3 ~~the~~and ~~investors~~4.4 ~~in the Subsequent Offering~~respectively.

~~This~~Item ~~Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, any of the foregoing or other securities of the Company~~9.01 ~~Any~~Financial ~~such~~Statements offer may only be made by offering materials issued by the Company. The foregoing referenced securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and such securities may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the Securities Act and any applicable state securities laws or an exemption from such registration is available.Exhibits

Exhibit No.	Description
4.1	Amendment No. 6 to Green Ballast, Inc. 8% Senior Secured Convertible Note effective as of May 15, 2013, issued to Gemini Master Fund, Ltd.
4.2	Amendment No. 6 to Green Ballast, Inc., 8% Senior Secured Note effective as of May 15, 2013, issued to Green Ballast LLC.
4.3	Amendment to Green Ballast, Inc., 8% Mandatorily Convertible Notes effective as of May 15, 2013, issued to certain accredited investors.
4.4	Amendment to Warrants by and between the Company and Gemini Master Fund, Ltd. Dated April 16, 2013

The foregoing description of the terms and conditions of the Purchase Agreement and the Note is only a summary and is qualified in its entirety by the full text of the Purchase Agreement and the Note, the forms of which were previously filed as Exhibit 10.1 and Exhibit 4.1, respectively, on the Form 8-K filed by the Company on November 8, 2012 and are incorporated by reference herein.SIGNATURES

~~Item~~Pursuant ~~2.03 Creation~~to the requirements of athe ~~Direct~~Securities Exchange ~~Financial~~Act ~~Obligation~~of or1934, anthe ~~Obligation~~registrant ~~under~~has anduly ~~Off-Balance~~caused ~~Sheet~~this ~~Arrangement~~report ofto abe ~~Registrant~~signed on its behalf by the undersigned hereunto duly authorized.

~~The~~Date: May ~~information set forth under Item 1.01 of this Form 8-K regarding the issuance of Notes in the aggregate principal amount of $150~~28,~~000~~ ~~is incorporated herein by reference.~~2013

~~SIGNATURES~~Green Ballast, Inc. By: /s/ J. Kevin Adams Name: J. Kevin AdamsTitle: Chief Executive Officer

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.

		GREEN BALLAST, INC.
Date: January 2, 2012		By: /s/ J. Kevin Adams
		Name: J. Kevin Adams
		Title: Chief Executive Officer

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