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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.
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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))
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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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
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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.
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(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
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Desmond Wheatley, Chief Executive Officer
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