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): September 29, 2015

MEDBOX, INC.

(Exact name of registrant as specified in its charter)

600 Wilshire Blvd. Ste. 1500

Los Angeles, CA 90017

(Address of principal executive offices) (zip code)

(800)-762-1452

(Registrant’s telephone number, including area code)

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):

Debenture Amendment

On September 29, 2015, Medbox, Inc. (the “Company”) entered into a side letter (the “Amendment”) with YA Global Master SPV, Ltd. (the “Investor”) relating to those certain Securities Purchase Agreements, dated as of September 19, 2014, as amended (the “September SPA”), and August 20, 2015, as amended (together with the September SPA, the “SPAs”), and amending the 5% Convertible Debenture issued April 3, 2015 under the September SPA (the “Debenture”), among the Company and the Investor.

Under the September SPA, the Company agreed to sell, and the Investor agreed to purchase the Debenture, along with the purchase of other debentures at separate closings. Pursuant to the Amendment, the parties agreed that the Investor shall waive its rights under certain provisions of the Debenture and the SPAs relating to conversion of the Debenture and the Company’s reservation of authorized and unissued capital stock for a period of 32 days from the date of the Amendment. In addition, the Company and the Investor agreed to amend the conversion price applicable to the conversion of the Debenture to be equal to the lower of (x) $0.75 (subject to adjustment pursuant to the Debenture), or (y) 51% of the lowest VWAP for the 60 consecutive trading days leading up to such conversion date. Previously, the conversion price was the lower of (x) $0.75 (subject to adjustment pursuant to such Debenture), or (y) 51% of the lowest VWAP for the 20 consecutive trading days leading up to such conversion date. Furthermore, the parties agreed that the sales of any shares of the Company’s common stock issued to the Investor upon conversion of the Debenture will be made pursuant to an exemption from registration of the shares under the Securities Act of 1933 (the “Securities Act”), such as Rule 144 of the Securities Act. Finally, the parties agreed that the Investor will convert the Debenture prior to any other debentures issued by the Company to the Investor.

Other than as reflected in the Amendment, the terms of the SPAs and the Debenture remained unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to its full text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.04.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, as transactions not involving any public offering, where the recipient of these securities was an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act who was acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. The recipient of securities in these transactions had adequate access, through employment, business or other relationships, to information about the Company.

Any issuances of securities to the Investor in relation to the amendment of the conversion price of the Debenture were also made by the Company in reliance upon the exemptions from registration under Section 3(a)(9) of the Securities Act, for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

No underwriters were involved in the foregoing issuances of securities.

(d) Exhibits

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.

EXHIBIT INDEX