Attached files

file filename
EX-10.1 - SECURITIES PURCHASE AGREEMENT - ECOSPHERE TECHNOLOGIES INCesph_ex10z1.htm
EX-10.2 - CONVERTIBLE NOTE - ECOSPHERE TECHNOLOGIES INCesph_ex10z2.htm
EX-10.3 - WARRANT - ECOSPHERE TECHNOLOGIES INCesph_ex10z3.htm





 

 

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 20, 2015

______________

ECOSPHERE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

______________


Delaware

000-25663

20-3502861

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

3515 S.E. Lionel Terrace, Stuart, FL 34997

(Address of Principal Executive Office) (Zip Code)

(772) 287-4846

(Registrant’s telephone number, including area code)


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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

 











Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information contained under Item 3.02 is incorporated under this Item 2.03.


Item 3.02

Unregistered Sales of Equity Securities.

  

On March 20, 2015, Ecosphere Technologies, Inc. (the “Company”) received a loan of $250,000 from Brisben Water Solutions, LLC (the “Purchaser”). In connection with this loan, the Company delivered to the Purchaser a 10% secured convertible promissory note (the “Note”) due September 12, 2015 and convertible at $0.115 per share. Additionally, the Company issued the Purchaser a warrant to purchase 4,347,826 shares of the Company’s common stock exercisable at $0.115 per share.  The Note is subject to a security agreement with terms identical to those previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2014, which disclosure is incorporated herein by reference.

  

The Note and warrants described above were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder.


Item 9.01

Financial Statements and Exhibits.  


(d) Exhibits.


Exhibit No.

 

Exhibit

 

 

 

10.1

 

Securities Purchase Agreement, dated as of March 19, 2015

 

 

 

10.2

 

Convertible Promissory Note due September 12, 2015

 

 

 

10.3

 

Form of Warrant

















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.


         

ECOSPHERE TECHNOLOGIES, INC.

 

 

  

 

 

 

 

By:  

/s/ Dennis McGuire

 

 

Dennis McGuire

Chief Executive Officer

Date:  March 26, 2015