8-K 1 envision8ksept2011.txt 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 6, 2011 ENVISION SOLAR INTERNATIONAL, INC. ------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 333-147104 26-1342810 ---------------------------- -------------------------- -------------------- (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (858) 799-4583 -------------------------------------------------------------------------------- (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)) ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ------------------------------------------------------ On September 6, 2011, Envision Solar International, Inc., a Nevada corporation (the "Company") entered into a loan agreement and corresponding convertible promissory note in the original principal amount of $1,000,000 with an investor (the "Lender"). The note bears simple interest at an annual rate of nine percent (9%) with all principal and accrued interest payable on or before December 31, 2012, unless sooner converted into common stock. The holder of the note can convert any amount due under the note into shares of the Company's common stock at a conversion price of $0.29 per share. On September 6, 2011, the Company entered into a selling agreement with Allied Beacon Partners, Inc. ("Allied Beacon"), a registered securities broker dealer, to place the $1,000,000 convertible note. The Lender is a customer of Allied Beacon. Allied Beacon will be compensated four percent (4%) of the note balance in cash upon execution, four percent (4%) in cash for any amount of the loan balance subsequently converted into shares of the Company's common stock, and an additional two percent (2%) of any converted shares payable in the equivalent number of warrants to purchase the Company's common stock, each with a five (5) year term and a $0.29 strike price. Copies of these agreements are attached hereto as exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference. ITEM 2.03: CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT -------------------------------------------------------------------------------- The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------------------- (d) Exhibits 10.1 Loan agreement between Envision Solar International, Inc and Gerald Hickson. 10.2 Convertible Promissory Note between Envision Solar International, Inc. and Gerald Hickson. 10.3 Selling Agreement between Envision Solar International, Inc and Allied Beacon Partners, Inc. 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. September 9, 2011 By: /s/ Desmond Wheatley ----------------------------------------- Desmond Wheatley, Chief Executive Officer -2-