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 8, 2013
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-147104 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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))
SECTION 3. SECURITIES AND TRADING MARKETS
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Section 8, Item 8.01 of this Report.
SECTION 8. OTHER EVENTS
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ITEM 8.01 OTHER EVENTS
Effective February 8, 2013, Envision Solar International, Inc., a Nevada
corporation (the "Company"), increased the number of units the Company is
offering in its currently open private placement due to the positive initial
response to this offering. Pursuant to this private placement, the Company is
increasing the number of units being offered by 2,966,667 to 7,300,000 units for
a purchase price of $0.30 per unit. Each unit consists of two (2) shares of the
Company's common stock and one warrant to purchase an additional share of common
stock at an exercise price of $0.20 per share exercisable for a period of one
year from the date of issuance. The sales termination date for the offering is
March 15, 2013, but may be extended for up to an additional 90 days. As of the
date of this Report, the Company has raised $1,453,500 under this offering,
increasing our issued common shares by 9,690,000 to a total of 67,787,609 common
shares issued and outstanding.
The Company is making the private placement of its common stock for general
working capital purposes. The private placement is being made pursuant to Rule
506 of Regulation D promulgated under Section 4(2) of the Securities Act of
1933, as amended (the "Act").
This notice does not constitute an offer to sell nor a solicitation to buy
a security. Any offer to sell or a solicitation to buy a security from the
Company is made only to prospective investors with whom the Company or its
registered placement agent has a pre-existing relationship and only by the
complete Confidential Private Placement Memorandum covering the Company's common
stock and warrants in the private placement, including the risk factors
described in the Memorandum.
The securities offered in the Company's private placement have not been
registered under the Act or any state securities laws. No shares may be resold,
assigned or otherwise transferred unless a registration statement under the Act
is in effect, or the Company has received evidence satisfactory to it that such
transfer does not involve a transaction requiring registration under the Act and
is in compliance with the Act.
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.
February 13, 2013 By: /s/ Chris Caulson
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Chris Caulson, Chief Financial Officer
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