Attached files
file | filename |
---|---|
EX-10.3 - WARRANT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z3.htm |
EX-10.4 - SECURITY AGREEMENT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z4.htm |
EX-10.2 - CONVERTIBLE PROMISSORY NOTE - ECOSPHERE TECHNOLOGIES INC | esph_ex10z2.htm |
EX-10.1 - SECURITIES PURCHASE AGREEMENT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z1.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): July 9, 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
(Registrants 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 July 9, 2015, Ecosphere Technologies, Inc. (the Company) and Brisben Water Solutions, LLC (the Lender) entered into a loan arrangement pursuant to which the Lender loaned the Company $250,000 in exchange for (i) a 10% secured convertible promissory note (the Note) due September 12, 2015 convertible at $0.115 per share, (ii) a warrant to purchase 4,347,826 shares of the Companys common stock exercisable at $0.115 per share, and (iii) 2.5% of the limited liability company interests held by the Company in Ecosphere Mining, LLC, a Delaware limited liability company and the Companys subsidiary. The Note is secured by a first lien on 25% of the limited liability company interests held by the Company in Ecosphere Mining, LLC. In addition, the Note is secured by collateral the Lender previously had on other notes evidencing prior loans totaling $1,750,000, consisting of the Companys Ecos PowerCube® unit, the Companys Ecos GrowCubeÔ unit, the Companys patent on the Ecos PowerCube® unit, the Companys patent pertaining to the Companys technology related to treating the waters of Lake Okeechobee, a patent pending on the Companys Ecos GrowCubeÔ unit, and the right to proceeds from any sale of the Companys interest in Fidelity National Environmental Solutions, LLC (collectively, the security interests are the Collateral). In the event of any sale of the Collateral upon a default under the Note or any of the Companys prior notes held by the Lender, which are also secured by the Collateral, the Company would be entitled to any proceeds remaining after satisfaction of any amounts outstanding under the Note, the prior notes held by the Lender, and related costs.
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 |
|
|
|
| Securities Purchase Agreement, dated as of June 18, 2015 | |
| Convertible Promissory Note due September 12, 2015 | |
| Warrant, dated as of June 18, 2015 | |
| Security Agreement, dated as of June 18, 2015 |
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: July 15, 2015 |
|