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): JANUARY 9, 2013
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-147104 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On January 9, 2013, Envision Solar International, Inc., a Nevada
corporation (the "Company" or "Envision") entered into a selling agreement,
dated January 8, 2013, with Allied Beacon Partners, Inc. ("Allied Beacon"), a
registered securities broker dealer, pursuant to which Allied Beacon has agreed
to assist us on a "best efforts" basis with a private offering of up to
$1,200,000 to be made by the Company. Allied Beacon will receive compensation
equal to (i) an eight percent (8%) cash fee and (ii) common stock purchase
warrants equal to 5% of the shares issued with respect to any investment brought
into the offering by Allied Beacon. Such common stock purchase warrants will be
exercisable at an exercise price of $0.25 per share for a period of five years
from the date of issuance. A copy of this agreement is attached to this Report
as Exhibit 10.1.
On January 10, 2013, Envision entered into a consulting agreement (the
"Consulting Agreement") with GreenCore Capital, LLC ("GreenCore") pursuant to
which GreenCore will provide professional services to the Company in addition to
acting as a sales channel for the Company's products. Jay Potter, our Director,
is the chief executive officer of GreenCore. In consideration for providing
these services to the Company, GreenCore will be receive (i) $250 per hour for
all services which are preauthorized and directed by the Company's management
and (ii) a cash fee (or equivalent value in the Company's common stock at its
option) equal to 5% of the Sales Price (as that term is defined in the
Consulting Agreement) received by the Company from customers who are referred to
the Company by GreenCore. A copy of the Consulting Agreement is attached hereto
as Exhibit 10.2.
SECTION 2. FINANCIAL INFORMATION
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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On January 10, 2013, effective December 31, 2012, the Company entered into
a Third Extension and Amendment Agreement (the "Extension Agreement") with
Gemini Master Fund, Ltd and Gemini Strategies, LLC, (collectively "Gemini"), the
investor and collateral agent respectively, with respect to a series of
convertible notes payable owed by the Company to Gemini. The Extension Agreement
1) extends the maturity date of the convertible notes to December 31, 2013, 2)
adds $20,000 to the outstanding balance of the notes to settle previous expenses
owed, and 3) includes a $5,000 cash payment to be paid to Gemini by the Company
for legal costs incurred by Gemini related to this Extension Agreement.
Additionally, the Company has agreed to cause Robert Noble, our Chairman and our
principal stockholder, to deliver a lock-up agreement pursuant to which Mr.
Noble will agree to not sell or otherwise dispose of his stock until seventy
five percent of the loan balance is paid or our stock price meets certain
milestones, as defined. Mr. Noble has agreed to enter into the lock-up
agreement. The principal amounts of the debt outstanding to Gemini amount to
$1,406,325.45 immediately after this Extension Agreement.
SECTION 3. SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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See Section 8, Item 8.01 of this Report.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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See Section 1, Item 1.01 of this Report.
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SECTION 8. OTHER EVENTS
ITEM 8.01 OTHER EVENTS
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The Company is making a private placement of its common stock for general
working capital purposes. The private placement is being made pursuant to Rule
506 of Regulation D promulgated under Section 4(2) of the Securities Act of
1933, as amended.
Pursuant to this private placement, the Company is offering up to 4,000,000
units for a purchase price of $0.30 per unit (subject to the Company's option to
increase the number of units offered by an additional 333,333). Each unit
consists of two (2) shares of the Company's common stock and one warrant to
purchase an additional share of common stock at an exercise price of $0.20 per
share exercisable for a period of one year from the date of issuance. The sales
termination date for the offering is March 15, 2013, but may be extended for up
to an additional 90 days. As of the date of this Report, we have not yet raised
any capital pursuant to this offering.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
10.1 Selling Agreement with Allied Beacon Partners, Inc., dated
January 8, 2013.
10.2 Consulting Agreement with GreenCore Capital, LLC, dated January
10, 2013.
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.
ENVISION SOLAR INTERNATIONAL, INC.
January 11, 2013 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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