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): DECEMBER 23, 2011
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))
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On December 23, 2011, Envision Solar International, Inc. (Company)
entered into a Second Extension and Amendment Agreement with Gemini Master Fund,
Ltd (Investor) and Gemini Strategies, LLC (Collateral Agent) related to the
series of outstanding notes held by Investor. The total debt outstanding for
such notes as of December 31, 2011, the effective date of the agreement,
amounted to $1,255,942.43. The amendment effectively extends the maturity date
of the notes to December 31, 2012, and reduces the per annum interest rate from
12% to 10%. Additionally, one of the original notes, with a December 31 2011
balance of $65,635.06, that was not previously convertible, is amended to be
convertible into shares of common stock of the Company. The conversion price for
all of these notes is amended from $0.25 to $0.20.
A copy of this agreement is attached hereto as exhibit 99.1 and is
incorporated herein by reference.
ITEM 2.03: CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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The information provided in item 1.01 of this Current Report on Form
8-K is incorporated by reference into this item 2.03.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
99.1 Second Extension and Amendment Agreement with Gemini Master Fund, Ltd
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.
December 23, 2011 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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