UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2016

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ECOSPHERE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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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.

Ecosphere Technologies, Inc. (the “Company”) has entered into a series of material agreements extending $5,499,000 of its indebtedness including its secured indebtedness until December 15, 2017. At the same time the Company received $500,000 in working capital from its secured lender. With the transactions described in this Report, the Company believes that by restructuring $5,499,00 of its short-term debt into long-term debt it has taken significant steps to address the liquidity issues disclosed in its Form 10-K.

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

Item 3.02

Unregistered Sales of Equity Securities.

On June 3, 2016, the Company and Brisben Water Solutions, LLC (the “Lender”) entered into a loan arrangement pursuant to which the Lender loaned the Company $500,000 in exchange for a 10% secured convertible promissory note convertible into shares of common stock of the Company at $0.115 per share.  The loan matures December 15, 2017. As further consideration for the loan, the Company also issued the Lender 8,695,652 five-year warrants to purchase shares of the Company’s common stock, exercisable at $0.045 per share.

The Lender also agreed to extend the maturity of prior loans to the Company totaling $2,904,000 in principal to December 15, 2017. Additionally, the Company reduced the exercise price of 51,066,847 warrants held by the Lender from $0.115 to $0.045 per share and extended the expiration date of the warrants to June 3, 2021. In connection with the foregoing, the Company issued the Lender an Amended and Restated Note combining the principal amounts of all the Lender’s outstanding loans to the Company (the “Note”). The Company also issued the Lender two Amended and Restated Warrants combining all of the Lender’s outstanding warrants.

The obligations under the Note are secured by an Amended and Restated Security Agreement (the “Security Agreement”) between the parties. In addition to the prior collateral, the collateral securing the Note consists of the Company’s Ozonix® patents, except for all agricultural uses. Previously disclosed provisions pursuant to which, until repayment of the Note, the Company has agreed to apply certain revenues and proceeds toward repayment of the Note remain in effect.  

On June 6, 2016, the Company entered an agreement with four holders (the “Holders”) of the Company’s convertible notes, with an outstanding balance in the aggregate amount of $2,000,000, to extend the maturity of such notes, originally due December 15, 2016, to December 15, 2017. In connection with the extension of the maturity date, the Company reduced the exercise price of 18,333,331 warrants held by the Holders from $0.115 to $0.045 per share and extended the expiration date of the warrants to June 3, 2021. The Holders also agreed that at any time there is an effective registration statement on Form S-1 or other appropriate form, they will exercise the warrants for cash rather than on a cashless basis.

On June 9, 2016, the Company entered into agreements with two funds to extend the due dates of their past due notes totaling $595,000 to December 15, 2017. Additionally, the Company reduced the conversion price of the funds’ notes to $0.045 per share and the exercise price of the funds’ 1,562,500 warrants to $0.045 per share. In exchange, the funds agreed to convert the notes prior to exercising warrants to the extent that there is authorized capital. They also agreed that at any time there is an effective registration statement on Form S-1 or other appropriate form, they will exercise the warrants for cash rather than on a cashless basis.

All notes 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.

The foregoing description of the Note and the Security Agreement is qualified in its entirety by the full text of the Note, which is filed as Exhibit 10.1 hereto, and the Security Agreement, which is filed as Exhibit 10.2 hereto, each of which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.  

(d) Exhibits.

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.