Attached files
file | filename |
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EX-10.2 - AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE - ECOSPHERE TECHNOLOGIES INC | esph_ex10z2.htm |
EX-10.1 - AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z1.htm |
EX-10.3 - FORM OF WARRANT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z3.htm |
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): February 10, 2015
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ECOSPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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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 February 10, 2015, Ecosphere Technologies, Inc. (the Company) received a loan of $250,000 from Brisben Water Solutions, LLC (the Purchaser). In connection with this loan, the Company delivered to the Purchaser a 10% secured convertible promissory note due September 12, 2015 and convertible at $0.115 per share. Additionally, the Company issued the Purchaser a warrant to purchase 4,347,826 shares of the Companys common stock exercisable at $0.115 per share.
The Notes and the Warrants 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. |
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| Amended and Restated Securities Purchase Agreement, dated as of February 10, 2015 | |
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| Amended and Restated Convertible Promissory Note due September 12, 2015 | |
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| Form of Warrant |
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. | |
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| By: | /s/ Dennis McGuire |
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| Dennis McGuire Chief Executive Officer |
Date: February 12, 2015 |
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