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 6, 2014
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-53204 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 3. SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
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As of March 6, 2014, Envision Solar International, Inc. (the "Company")
has sold a total of 4,050,000 units ("Units") of its securities to two
accredited investors raising total capital of $607,500 pursuant to the Company's
private placement of Units which commenced on January 14, 2014. Each Unit
consists of one share of common stock ("Share") and one common stock purchase
warrant ("Warrant"). The purchase price per Unit is $0.15. Each Warrant is
exercisable for a period of thirty six (36) months from the date of issuance at
an exercise price of $0.15 per Share. The private placement is being made
pursuant to Rule 506(b) of Regulation D promulgated under Section 4(2) of the
Securities Act of 1933, as amended.
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.
Date: March 11, 2014 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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