8-K 1 esph_8k.htm CURRENT REPORT Current Report

 

 

 

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): November 3, 2016

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ECOSPHERE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

______________


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

(Registrant’s 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.


On November 3, 2016, Ecosphere Technologies, Inc. (the “Company”) and Brisben Water Solutions, LLC (the “Lender”) closed on a loan arrangement, effective as of October 5, 2016, pursuant to which the Lender loaned the Company $500,000 in exchange for a 10% secured promissory note. The loan matures December 15, 2017.


The obligations under the note are secured by a security agreement between the parties. In addition to the collateral granted under prior previously disclosed security agreements between the parties, the Company extended the Lender’s security interest in the Company’s patents to all global fields of use, and granted the Lender a security interest in 57,232,278 shares of Sea of Green Systems, Inc., a Florida corporation and subsidiary of the Company, which are presently held by the Company.


Item 9.01   Financial Statements and Exhibits.  


(d) Exhibits.


Exhibit No.

 

Exhibit

 

 

 

10.1

 

Promissory Note, dated as of October 5, 2016

 

 

 

10.2

 

Security Agreement, dated as of October 5, 2016













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.

 

 

  

 

 

 

 

By:

/s/ Dennis McGuire

 

 

Dennis McGuire

Chief Executive Officer

Date:  November 9, 2016