SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2018
SOLAR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(I.R.S. Employer Identification No.)|
|5660 Eastgate Drive, San Diego, CA||92121|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (858) 799-4583
|(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2018, Envision Solar International, Inc., a Nevada corporation (the “Company”), entered into an amendment to an outstanding convertible promissory note (the “Note”), payable to Pegasus Enterprises, L.P., a California limited partnership, Mark Mandell and William Griffith, as tenants-in-common (collectively, “Pegasus”), our former landlord, with an outstanding balance of approximately $182,658. The Note payable to Pegasus had a maturity date of December 31, 2016. The Note was amended as follows: (i) the maturity date was extended to December 31, 2019, and (ii) Pegasus agreed to a lock-up covenant covering any shares that may be issued to the Note holder upon a conversion, if any, of all or any portion of the outstanding balance of the Note, or any other shares of our common stock or securities convertible into common stock, whereby Pegasus agreed not to sell, contract for sale, pledge or otherwise dispose of any such shares or securities until December 31, 2019. A copy of the Amendment to the Note is attached to this Report as Exhibit 10.1.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
Item 9.01 Financial Statements and Exhibits.
|10.1||Amendment to Convertible Promissory Note payable by Envision Solar International, Inc. to Pegasus Enterprises, L.P., a California limited partnership, Mark Mandell and William Griffith, tenants-in-common, dated June 13, 2018.|
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.|
|Date: June 18, 2018||By:||/s/ Desmond Wheatley|
|Desmond Wheatley, Chief Executive Officer|