UNITED STATES

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

Date of Report (Date of Earliest Event Reported): April 8, 2013

OSAGE EXPLORATION AND DEVELOPMENT, INC.

(Exact name of small business issuer as specified in its charger)

Not Applicable

Former name or former address, if changed since last report

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 1.01 Entry into a Material Definitive Agreement

On April 5, 2013, we executed a first amendment to a note purchase agreement (“Amendment”), amending the $10,000,000 senior secured note purchase agreement (“Note Purchase Agreement”) dated April 27, 2012 with Apollo Investment Corporation (“Apollo”). The Amendment amended certain terms of the Note Purchase Agreement, including increasing the total facility to $20 million from $10 million, amending certain covenants for the remainder of the term of the Note Purchase Agreement, and providing a limited waiver for certain covenants as of March 31, 2013.

At execution of the Amendment we drew down $5 million and paid a $100,000 amendment fee to Apollo.

Item 9.01 Financial Statements and Exhibits

* Filed herewith

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 of the undersigned thereunto duly authorized.