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): MARCH 22, 2012
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. Under the original
note, the holder could convert any amount due under the note into shares of the
Company's common stock at any time six months after the note was issued, at a
conversion price of $0.29 per share.
On March 22, 2012, the Company and the Lender agreed to amend the note
so that upon its conversion into common stock, the note holder would be issued,
for accrued interest only, a number of shares of the Company's common stock
calculated with a conversion price of the closing sale price of the Company's
common stock on the OTC Bulletin Board on the date of the notice of conversion.
The original conversion price of $0.29 per share for all outstanding principal
remains unaltered. On March 22, 2012, the Lender submitted a conversion notice
to the Company for the entire outstanding balance of the convertible promissory
note. Accordingly, the Company will issue a total of 3,647,591 shares of its
common stock to the Lender, and the indebtedness evidenced by the note will be
entirely extinguished.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
None.
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.
March 23, 2012 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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