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): June 13, 2018

 

ENVISION SOLAR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-53204   26-1342810
(Commission File Number)   (I.R.S. Employer Identification No.)
     
     
5660 Eastgate Drive, San Diego, CA   92121
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (858) 799-4583

 

 
 
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

     
 

 

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 13, 2018, Envision Solar International, Inc., a Nevada corporation (the “Company”), entered into an amendment to an outstanding convertible promissory note (the “Note”), payable to Pegasus Enterprises, L.P., a California limited partnership, Mark Mandell and William Griffith, as tenants-in-common (collectively, “Pegasus”), our former landlord, with an outstanding balance of approximately $182,658. The Note payable to Pegasus had a maturity date of December 31, 2016. The Note was amended as follows: (i) the maturity date was extended to December 31, 2019, and (ii) Pegasus agreed to a lock-up covenant covering any shares that may be issued to the Note holder upon a conversion, if any, of all or any portion of the outstanding balance of the Note, or any other shares of our common stock or securities convertible into common stock, whereby Pegasus agreed not to sell, contract for sale, pledge or otherwise dispose of any such shares or securities until December 31, 2019. A copy of the Amendment to the Note is attached to this Report as Exhibit 10.1.

 

SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

10.1 Amendment to Convertible Promissory Note payable by Envision Solar International, Inc. to Pegasus Enterprises, L.P., a California limited partnership, Mark Mandell and William Griffith, tenants-in-common, dated June 13, 2018.

 

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: June 18, 2018 By:  /s/ Desmond Wheatley
    Desmond Wheatley, Chief Executive Officer

 

 

 

  2  
 

Exhibit 10.1

 

 

AMENDMENT TO

10% SUBORDINATED CONVERTIBLE PROMISSORY NOTE

 

ENVISION SOLAR INTERNATIONAL, INC.

 

This Amendment (the "Amendment") to the 10% Subordinated Non-Negotiable Note (the "Original Note"), in the original principal amount of $100,000, hereby amends the Original Note effective the 31st day of December 2016, as follows, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, by agreement of Envision Solar International, Inc., originally a California corporation that has merged effective February 2010 to a Nevada Corporation but kept the same name (the "Company"), the issuer of the Original Note, and Mark Mandell, William Griffith, and Pegasus Enterprises, a California limited partnership, as tenants in common (the "Holder"), the payee of the Original Note, as follows:

 

1. The Maturity Date of the Note is December 31, 2019.

 

2. It is understood and accepted by all parties that the Company was able to raise certain funds in 2016 and 2017, and those funds have been applied to the operations and working capital of the Company in an effort to sustain the Company and was not applied to principal payments on this note. The following language in the first paragraph of the Note on page two of the Note is hereby waived:

 

" . . provided, however, that in the event the Company receives more than $1,000,000 from any financing or series of financings (whether related or unrelated), in the form or debt, equity or any combination thereof, prior to the Maturity Date, 25% of the proceeds of any such financing in excess of $1,000,000 shall be used to pay down this Note and all of the other Notes (as hereinafter defined), pro rata; provided, further, that no funds provided to the Company by Gemini Master Fund, Ltd. ("Gemini") or any person or entity that co-invests with Gemini in the Company shall be credited towards this $1,000,000 threshold."

 

3. As of March 31, 2018, the outstanding principal amount of the Note and all accrued but unpaid interest was $182,658.00.

 

4. Holder agrees not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock before December 31, 2019.

 

5. The Original Note will remain in full force and effect (and interest will continue to accrue until the principal amount is paid in full) without modification except as modified by this Amendment. In the event of any contradiction between the terms of this Amendment and the Original Note, the terms of this Amendment will govern.

 

IN WITNESS WHEREOF, this Amendment is executed by the Company and the Holder to be effective as of June 13 th , 2018.

 

 

COMPANY:   Envision Solar International, Inc.
     
    By: /s/ Desmond Wheatley                 
    Desmond Wheatley, Chief Executive Officer
     
     
HOLDER:   /s/ Mark Mandell                                  
    Mark Mandell
     
    /s/ William Griffith                                
    William Griffith
     
    /s/ Mark Mandell                                 
    Pegasus Enterprises, LP