Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

As previously disclosed on the Company’s Current Report on From 8-K filed with the Securities and Exchange Commission on May 6, 2015, on May 5, 2015, Stevia First Corporation (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale by the Company to the Purchasers, in a private placement, of an aggregate of 5,000,002 shares of the Company’s common stock (collectively, the “Shares”) and Series A Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, Series B Warrants to purchase up to an aggregate of 5,000,002 shares of the Company’s common stock, and Series C Warrants to purchase up to an aggregate of 2,500,001 shares of the Company’s common stock (the Series A Warrants, the Series B Warrants and the Series C Warrants, collectively, the “Warrants”, and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”), at a price of $0.30 per Share (the “Offering”). The Offering closed on May 11, 2015. After deducting for fees and expenses, the aggregate net proceeds to the Company from the sale of the Shares and Warrants are expected to be approximately $1,325,000.

On the closing of the Offering, the Company issued to each Purchaser shares of the Company’s common stock together with a Series A Warrant, a Series B Warrant and a Series C Warrant. Each Series A Warrant entitles the Purchaser to acquire up to a number of shares of the Company’s common stock equal to 100% of the Shares purchased by the Purchaser under the Securities Purchase Agreement, has an exercise price of $0.45 per share, is immediately exercisable, and expires on the five year anniversary of the date of issuance. Each Series B Warrant entitles the Purchaser to acquire up to a number of shares of the Company’s common stock equal to 100% of the Shares purchased by the Purchaser under the Securities Purchase Agreement, has an exercise price of $0.35 per share, is immediately exercisable, and expires on the nine month anniversary of the date of issuance. Each Series C Warrant entitles the Purchaser to acquire up to a number of shares of the Company’s common stock equal to 50% of the Shares purchased by the Purchaser under the Securities Purchase Agreement, has an exercise price of $0.40 per share, is immediately exercisable, and expires on the one year month anniversary of the date of issuance. The exercise price of the Series A Warrants is subject to adjustment for subsequent equity sales by the Company, and all of the Warrants are subject to adjustment for stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders. The exercisability of the Warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 9.99% of the Company’s common stock.

On the closing of the Offering, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file with the Securities and Exchange Commission one or more registration statements to register the Shares and Warrant Shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). The initial such registration statement must be filed with the Securities and Exchange Commission within 45 days after the closing of the Offering. The Company’s failure to satisfy certain filing and effectiveness deadlines and other requirements set forth in the Registration Rights Agreement may subject the Company to certain monetary damages.

On the closing of the Offering, the Company issued warrants to purchase up to 400,000 shares of the Company’s common stock to H.C. Wainwright &Co., LLC (“H.C. Wainwright”) as placement agent for the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Series A Warrants issued to the Purchasers, except that the exercise price is $0.375 per share.

The foregoing description of the Securities Purchase Agreement, the Registration Rights Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2015.

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.