Current Report Filing (8-k)
February 21 2017 - 2:44PM
Edgar (US Regulatory)
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): February 15, 2017
ENVISION SOLAR INTERNATIONAL,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53204
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26-1342810
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5660 Eastgate Drive, San Diego, CA
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone
number, including area code:
(858) 799-4583
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(Former name or former address if changed
since last report.)
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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.
See Item 8.01 of
this Report.
SECTION 8. OTHER EVENTS
Item 8.01. Other
Events.
On February 15, 2017, eight holders of
that certain convertible promissory note in the original outstanding principal
amount of $600,000 payable by Envision Solar International, Inc., a Nevada
corporation (the "Company"), which they acquired from Robert Noble on October
14, 2016 at par, submitted Notices of Conversion of this promissory note to
this Company. The aggregate outstanding balance of the promissory note on the
date of the submission of the Notices, which is the effective date in the conversions,
including outstanding principal and accrued but unpaid interest, is $704,709.
The conversion price is $0.15 per share. Accordingly, the Company is issuing a
total of 4,698,060 shares of its common stock among the holders of the
convertible promissory note, pro rata in accordance with their relative
ownership of the note. These eight noteholders are also among the investors
who participated in the purchase of 11,587,440 shares of common stock from
Robert Noble on December 30, 2016. Robert Noble was previously a director of
the Company. He resigned on December 24, 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.
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ENVISION SOLAR INTERNATIONAL, INC.
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Date: February 21, 2017
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By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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