On January 2, 2013, Cereplast, Inc. (the "Company") entered into an amendment to stock purchase agreement (the "Purchase Agreement Amendment") with Ironridge Technology Co. ("Ironridge"). The Purchase Agreement Amendment amended the terms of the stock purchase agreement between the Company and Ironridge, dated August 24, 2012 (as amended, the "Purchase Agreement"), such that (i) as a condition to additional closings under the Purchase Agreement, there must be a registration statement covering such number of shares reasonably necessary for conversion of all of the then outstanding shares of Series A Preferred Stock and such additional shares to be issued at such addition closing (rather than twice the number of such shares, as required under the Purchase Agreement prior to the parties' entering into the Purchase Agreement Amendment), and (ii) Ironridge may not assign any of its rights or obligations under the Purchase Agreement.

On January 2, 2013, Cereplast entered into an amendment to registration rights agreement (the "Registration Rights Agreement Amendment") with Ironridge. The Registration Rights Agreement Amendment amended the terms of the registration rights agreement between the Company and Ironridge, dated August 24, 2012 (as amended, the "Registration Rights Agreement"), to extend by 60 days, to March 30, 2013, the date by which the Company is required to have the registration statement filed pursuant to the Registration Rights Agreement declared effective.

(d) The following exhibits are filed with this report:

Exhibit
Number       Description

10.1         Amendment to Stock Purchase Agreement, dated January 2, 2013, between
             the Company and Ironridge.

10.2         Amendment to Registration Rights Agreement, dated January 2, 2013,
             between the Company and Ironridge.