8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 29, 2012

GREEN BALLAST, INC.

 (Exact name of registrant as specified in its charter)

Delaware		000-54568		45-1629984
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee			38118
(Address of principal executive offices)			(Zip Code)
	(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 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 29, 2012, Green Ballast, Inc. (the “Company”) entered into a fourth amendment (the “APA Amendment”) to the Asset Purchase Agreement dated April 15, 2011 with Gemini Master Fund, Ltd. (“Gemini”). The purpose of the APA Amendment is to extend the date by which the Company must cause shares of its common stock  to be traded or quoted on a trading market. Pursuant to the APA Amendment, this date  has been extended from March 1, 2012 to April 1, 2012. In connection with the Asset Purchase Agreement, the Company has issued warrants to Gemini to purchase up to 5,000,000 shares of common stock.

Also on February 29, 2012,  the Company entered into a fourth amendment (the “Gemini Note Amendment”) to its 8% Senior Secured Convertible Note issued on April 15, 2011 to Gemini. The Gemini Note Amendment has extended the date by which the Company would be considered in default for failure to cause shares of its common stock to be traded or quoted on a trading market. Pursuant to the Gemini Note Amendment, this date has been extended from March 1, 2012 to April 1, 2012.

In addition to the above,  on February 29, 2012, the Company entered into a fourth amendment (the “GBL Note Amendment”) to its 8% Senior Secured issued on April 15, 2011 to Green Ballast LLC (“GBL”). The GBL Note Amendment has extended the date by which the Company would be considered in default for failure to cause shares of its common stock to be traded or quoted on a trading market. Pursuant to the GBL Note Amendment, this date has been extended from March 1, 2012 to April 1, 2012.

GBL holds 32,500,000 shares of common stock of the Company. IRC - Interstate Realty Corporation (“IRC”) is the managing member of GBL.  IRC is the beneficial owner of the shares of common stock held by GBL by virtue of its voting and investment power over the shares. The Company’s Chief Executive Officer, J. Kevin Adams is the chairman and chief executive officer of IRC.  

The APA Amendment, Gemini Note Amendment and GBL Note Amendment are hereby filed respectively as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2.

Item 9.01	FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.	Description
4.1	Amendment No.4 to 8% Senior Secured Convertible Note dated February 29, 2012.
4.2	Amendment No.4 to 8% Senior Secured Note dated February 29, 2012.
10.1	Amendment No.4 to Asset Purchase Agreement dated February 29, 2012 between Green Ballast, Inc. and Gemini Master Fund, Ltd.

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.

Date: March 5, 2012

Green Ballast, Inc.

By:  /s/ J. Kevin Adams

Name:	J. Kevin Adams
Title:	Chief Executive Officer

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 4 TO

GREEN BALLAST, INC.

8% SENIOR SECURED CONVERTIBLE NOTE

THIS AMENDMENT NO. 4, dated as of February 29, 2012 (the “Amendment”), to the 8% Senior Secured Convertible Note, dated as of April 15, 2011, as amended from time to time (the “Gemini Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company issued the Gemini Note to Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Holder”) on April 15, 2011; and

WHEREAS, the Company and the Holder desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company and the Holder agree as follows:

1. Section 7(a)(vi) of the Gemini Note is hereby amended by deleting Section 7(a)(vi) in its entirety and replacing it with the following:

vi.           if at any time after April 1, 2012, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, or the Company fails to use its best efforts to cause the Common Stock to be listed or quoted on a Trading Market after April 1, 2012; provided however, that in the event the Company (i) files an S-1 to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion thereof) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of this Note if the Commission fails to declare the S-1 effective by February 1, 2012, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

2.Except to the extent amended hereby, the Gemini Note shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the Gemini Note.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

HOLDER:

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, as investment manager

By:   /s/ Steven Winters

Name:	Steven Winters
Title:	Managing Member

2

EX-4.2

EXHIBIT 4.2

AMENDMENT NO. 4 TO

GREEN BALLAST, INC.

8% SENIOR SECURED NOTE

THIS AMENDMENT NO. 4, dated as of February 29, 2012 (the “Amendment”), to the 8% Senior Secured Note, dated as of April 15, 2011, as amended from time to time (the “GBL Note”), by Green Ballast, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company issued the GBL Note to Green Ballast LLC, a Tennessee limited liability company (the “Holder”) on April 15, 2011; and

WHEREAS, the Company and the Holder desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Company and the Holder agree as follows:

1. Section 6(a)(vi) of the GBL Note is hereby amended by deleting Section 6(a)(vi) in its entirety and replacing it with the following:

vi.           if at any time after April 1, 2012, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days, or the Company fails to use its best efforts to cause the Common Stock to be listed or quoted on a Trading Market after April 1, 2012; provided however, that in the event the Company (i) files an S-1 to register for resale the Holder’s Common Stock (including the Conversion Shares issuable upon conversion thereof) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of this Note if the Commission fails to declare the S-1 effective by February 1, 2012, thereby causing to delay or prevent the Common Stock from becoming eligible for listing or quotation for trading on a Trading Market;

2.Except to the extent amended hereby, the GBL Note shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the GBL Note.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

HOLDER:

GREEN BALLAST LLC

By:   /s/ Kevin Adams

Name:	Kevin Adams
Title:	Chief Executive Officer

2

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 4, dated as of February 29, 2012 (the “Amendment”), to the Asset Purchase Agreement, dated as of April 15, 2011 (the “Agreement”), as amended from time to time, between Green Ballast, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Seller”).

WHEREAS, the Company and the Seller (collectively, the “Parties”) entered into the Agreement on April 15, 2011; and

WHEREAS, the Parties desire to enter into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed:

1.The Company and the Seller agree as follows:

 Section 5(a) of the Agreement is hereby amended by deleting Section 5(a) in its entiretyand replacing it with the following:

(a)           Public Company.  On or prior to November 1, 2011, the Company shall file with the Commission either (i) a Form 10 to register the Common Stock under the Exchange Act or(ii) an S-1 to register for resale all Underlying Shares (which may include other shares of Common Stock, including without limitation a primary sale of Common Stock by the Company) under the Securities Act.  At all times after April 1, 2012 until such time as the Seller no longer holds the Gemini Note, the Company shall (i) cause itself to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed thereunder, and (ii) cause all shares of its Common Stock (including the Underlying Shares) to be listed, traded or quoted on a Trading Market. The Company shall take all actions, including preparing and filing any required documents, reasonably necessary to effect the listing or quotation of the Common Stock on a Trading Market on or prior to such date.  Without limiting the foregoing, so long as the Gemini Note is outstanding, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Seller and make publicly available in accordance with Rule 144(c) such information as is required for the Seller to sell the Securities and Underlying Shares under Rule 144.  The Company further covenants that it will take such further action as any holder of Securities or Underlying Shares may reasonably request, to the extent required from time to time to enable such Person to sell such Securities or Underlying Shares without registration under the Securities Act within the requirements of the exemption provided by Rule 144. Notwithstanding the foregoing, in the event that the Company (i) files an S-1 to register for resale all Underlying Shares in accordance with this Section 5(a) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of the covenant in this Section 5(a) if the Commission fails to declare the S-1 effective by February 1, 2012.

2.Except to the extent amended hereby, the Agreement shall remain in full force and effect.

3.All capitalized terms used herein, and not otherwise defined herein, have the respective meanings given to such terms in the Agreement.

4.This Amendment may be executed in any number of counterparts, each of which shall constitute an original document.  Electronic signatures, whether by fax, e-mail, or other electronic means, shall be treated as original signatures.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.

COMPANY:

GREEN BALLAST, INC.

By:   /s/ Kevin Adams  

Name:	Kevin Adams
Title:	Chief Executive Officer

SELLER:

GEMINI MASTER FUND, LTD.

By: GEMINI STRATEGIES, LLC, aS investment manager

By:   /s/ Steven Winters

Name:	Steven Winters
Title:	Managing Member