UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(Dd) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~ of earliest event reported): June 25, 2012

Date of Report (Date of earliest event reported): May 15, 2012

PARABEL INC.

(Exact name of registrant as specified in charter)

Delaware	000-24836	~~000~~33-~~24836~~0301060	~~33-0301060~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(IRS Employer Identification No.)~~
1901 S. Harbor City Blvd., Suite 300 Melbourne, FL			32901
(Address of principal executive offices)			(Zip Code)

1901 S. Harbor City Blvd., Suite 300 Melbourne, FL		32901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 321-409-7500

Not Applicable (Former name or former address, if changed since last report.)

~~(Former~~Copies ~~Name or Former Address, if changed since last report)~~ to:

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Tel.: (212) 808-7800

Fax: (212) 808-7897

Attn: Daniel P. Raglan, Esq.

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 (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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

As reported in the quarterly report of Parabel Inc. (cthe “Company”) on Form 10-Q for the quarterly period ended March 31, 2012 (ithe “Form 10-Q”), ~~Appointment~~the Company had approximately $92.9 million of ~~Syed~~debt ~~Naqvi~~and accrued interest outstanding as ~~Chief~~of ~~Financial~~March ~~Officer~~31, 2012 that is owed to PetroTech Holdings Corp. (“PetroTech”) and Valens U.S. SPV I LLC (“Valens”). That debt and accrued interest was classified in the Form 10-Q as a current liability on the Company’s consolidated balance sheet as of March 31, 2012 under “current portion of notes payable – related party” and “accrued expenses – related party” as the maturity date of the full balance plus accrued interest was June 30, 2012.

On ~~May 17~~June 25, 2012, PetroTech and Valens agreed to extend the ~~Board~~maturity of ~~Directors~~this ofdebt ~~the~~from ~~Company~~June ~~appointed~~30, Mr2012 to June 30, 2017. ~~Syed~~ The ~~Naqvi~~agreements are filed as ~~Chief~~Exhibit ~~Financial~~10.1 ~~Officer~~and of10.2 to this Form 8-K and are incorporated herein by reference. In addition, these agreements provide that in the event the Company. or PA LLC hold, individually or together, cash or cash equivalents in excess of $50,000,000 in the aggregate, then any such amounts held in excess of $50,000,000 shall be applied to pre-pay the outstanding notes held by PetroTech and Valens to the extent of such excess.

~~From~~Item ~~January 2009 to April 2012, Mr~~2. ~~Naqvi~~03 ~~was~~Creation ~~the Principal~~ of ~~Zurich Advisors, LLC,~~ a ~~business~~Direct ~~advisory~~Financial ~~firm~~Obligation ~~that~~or hean ~~founded. From~~Obligation ~~November~~under ~~2001 to January 2009, Mr. Naqvi served as~~ an ~~executive~~ ~~officer of Celexpress, Inc, most recently as Chief Financial Officer. Prior to joining Celexpress, Inc., Mr. Naqvi provided financial management services to technology, e~~Off-~~commerce,~~Balance ~~telecommunication~~Sheet ~~and~~Arrangement ~~entertainment companies. Mr. Naqvi~~of ~~has also previously held positions with Telmed, Inc., HCA and LabCorp Holdings. He is~~ a ~~Certified Public Accountant and holds a B~~Registrant.~~B.A in accounting from Florida Atlantic University.~~

~~(e)~~The ~~Employment~~information ~~Agreement~~required ~~with~~by ~~Syed~~this ~~Naqvi~~item is included in Item 1.01 of this Form 8-K, which description is incorporated into this item by reference.

~~The~~Item ~~Company entered into an employment agreement with Mr~~9. ~~Naqvi,~~01 ~~effective as of May 15, 2012, which sets forth the parties’ duties and obligations with respect to Mr. Naqvi’s employment as Chief~~ Financial ~~Officer~~Statements ~~of the Company (the “Employment Agreement”). The Employment Agreement has an initial term of one year~~ and ~~will continue on a year-to-year basis thereafter until the executive’s employment is not renewed or otherwise terminated as set forth therein~~Exhibits.

~~Pursuant to the terms of the Employment Agreement, Mr. Naqvi will receive the following compensation and benefits:~~ (id) an annual base salary of $200,000 (subject to increase, but not decrease, in the sole discretion of the Company’s Board of Directors); (ii) eligibility to receive an annual performance bonus based upon the achievement of targets established in the sole discretion of the Company; (iii) a grant of stock options on a base number of 200,000 shares of the Company at a base grant price of $5.50 per share; (iv) eligibility to participate in all employee benefit plans and programs maintained from time to time for the Company’s employees; and (v) four weeks of annual paid vacation. Exhibits

InExhibit ~~the event Mr~~No. ~~Naqvi’s~~ employment is terminated for any reason (including by expiration of the term of the Employment Agreement), Mr. Naqvi shall be paid the following through the date of termination: (i) any accrued but unpaid base salary; (ii) reimbursement for any business expenses properly incurred; and (iii) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans or stock option plans (collectively, the “Accrued Benefits”). If Mr. Naqvi’s employment is terminated by the Company for “cause”, then Mr. Naqvi shall not be entitled to any further compensation or benefits other than the Accrued Benefits. If Mr. Naqvi’s employment is terminated by the Company “other than for cause”, then Mr. Naqvi shall be entitled to the Accrued Benefits and (subject to signing a mutual release) a lump sum amount equal to the number of days (at the base salary rate) between the date of termination and the next anniversary of the effective date of the Employment Agreement. If Mr. Naqvi’s employment is terminated by him for “good reason”, then Mr. Naqvi shall be entitled to the Accrued Benefits and (subject to signing a mutual release) a lump sum amount equal to the number of days (at the base salary rate) between the date of termination and the next anniversary of the effective date of the Employment Agreement. Mr. Naqvi can voluntarily resign his employment at any time, effective 31 days following the date on which a written notice to such effect is delivered to the Company. If Mr. Naqvi’s employment is terminated through a voluntary resignation and for no other reason, Mr. Naqvi shall be entitled to payment of the Accrued Benefits. In the event of termination of employment by reason of the executive’s death, Mr. Naqvi’s beneficiary or estate, as applicable, shall be entitled to the payment of the Accrued Benefits. Description

~~Following~~10.1 aOmnibus ~~termination~~Amendment byand ~~the~~Reaffirmation ~~Company~~Agreement, ~~for~~dated ~~cause~~June or25, ~~voluntary~~2012, ~~resignation~~ by ~~the~~and ~~executive,~~between ~~Mr. Naqvi~~PA ~~will~~LLC beand ~~subject~~LV toAdministrative aServices, ~~two-year~~Inc. ~~non-competition~~(as administrative and ~~non-solicitation~~collateral ~~agreement.~~agent Infor ~~addition, following~~PetroTech ~~termination~~Holdings ~~of employment~~Corp.), ~~Mr. Naqvi~~and ~~will~~acknowledged beand ~~subject~~agreed to aby ~~covenant~~Parabel ~~not to disparage the Company~~Inc.

~~The~~10.2 ~~above~~Omnibus ~~summary~~Amendment ofand ~~the Employment~~Reaffirmation Agreement, ~~does~~dated ~~not~~June ~~purport~~25, to2012, beby ~~complete~~ and isbetween ~~qualified~~PA inLLC ~~its~~and ~~entirety~~LV byAdministrative ~~reference~~Services, toInc. ~~the~~(as ~~Employment~~administrative ~~Agreement,~~and acollateral ~~copy~~agent offor ~~which~~Valens isU.S. ~~filed~~SPV asI ~~Exhibit~~LLC), ~~10.1~~and toacknowledged ~~this~~and ~~Current~~agreed ~~Report~~to onby ~~Form~~Parabel ~~8-K~~Inc. and ~~incorporated~~PetroTech ~~into~~Holdings ~~this Item 5~~Corp.~~02(e) by reference.~~

~~Item 7.01. Regulation FD Disclosure.~~2

On May 18, 2012, the Company issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the appointments of Mr. Naqvi. The information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release, attached as Exhibit 99.1 hereto, is being furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index attached hereto which is incorporated herein by reference.

SIGNATURE

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.

	PARABEL INC.		~~PARABEL INC.~~
Date: May 18, 2012			By:	/s/ Anthony John Phipps Tiarks
Date: June 27, 2012	By:	/s/ Syed Naqvi
			Name:	Anthony John Phipps Tiarks
		Name: Syed Naqvi
			Title:	Chief Executive Officer
		Title: Chief Financial Officer

EXHIBIT INDEX

ExhibitNumber		Description
10.1		Employment Agreement by and among Parabel Inc., PA LLC and Syed Naqvi, effective as of May 15, 2012.
99.1+		Text of the Press Release May 18, 2012

Exhibit No.

Description

~~+ Exhibit 99~~10.1 isOmnibus ~~being~~Amendment ~~furnished to the SEC pursuant to Item 7.01~~ and ~~shall~~Reaffirmation ~~not~~Agreement, bedated ~~deemed~~June ~~filed~~25, ~~with the SEC~~2012, ~~nor shall be deemed incorporated~~ by ~~reference~~and inbetween ~~any~~PA ~~filing~~LLC ~~with~~and ~~the~~LV ~~SEC~~Administrative ~~under~~Services, ~~the~~Inc. ~~Securities~~(as ~~Act~~administrative ofand ~~1934~~collateral oragent ~~the~~for ~~Securities~~PetroTech ~~Act~~Holdings ~~of 1933~~Corp.), ~~whether~~and ~~made~~acknowledged ~~before or after the date hereof~~ and ~~irrespective~~agreed ofto ~~any~~by ~~general~~Parabel ~~incorporation language in any filings~~Inc.

10.2	Omnibus Amendment and Reaffirmation Agreement, dated June 25, 2012, by and between PA LLC and LV Administrative Services, Inc. (as administrative and collateral agent for Valens U.S. SPV I LLC), and acknowledged and agreed to by Parabel Inc. and PetroTech Holdings Corp.

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