Attached files
file | filename |
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EX-10.1 - SECURITIES PURCHASE AGREEMENT - ECOSPHERE TECHNOLOGIES INC | esph_ex10z1.htm |
EX-10.2 - CONVERTIBLE NOTE - ECOSPHERE TECHNOLOGIES INC | esph_ex10z2.htm |
EX-10.3 - 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): March 20, 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 March 20, 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 (the 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 Note is subject to a security agreement with terms identical to those previously described in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2014, which disclosure is incorporated herein by reference.
The Note 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.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| Securities Purchase Agreement, dated as of March 19, 2015 | |
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| 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: March 26, 2015 |
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