UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 22, 2012
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))
SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
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See Section 8, Item 8.01 in this Report.
SECTION 8. OTHER EVENTS
Item 8.01 Other Events
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Envision Solar International, Inc., a Nevada corporation (the
"Company") is making a private placement of its common stock for general working
capital purposes. The private placement is being made pursuant to Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as
amended.
In this private placement, the Company is offering up to 8,000,000
shares of the Company's common stock for a purchase price of $0.25 per share,
seeking to raise $2 million (plus an 800,000 share over allotment option). The
closing is currently scheduled for April 30, 2012, but may be extended for up to
an additional 30 days.
This notice does not constitute an offer to sell or a solicitation to
buy a security. Any offer to sell or a solicitation to buy a security from the
Company is made only to prospective investors with whom the Company has a
pre-existing relationship and only by the complete Executive Summary and
exhibits thereto, dated March 22, 2012 (the "Memorandum") covering the Company's
common stock in the private placement, including the risk factors described in
the Memorandum.
The securities offered in the Company's private placement have not been
registered under the Act or any state securities laws. No shares may be resold,
assigned or otherwise transferred unless a registration statement under the Act
is in effect, or the Company has received evidence satisfactory to it that such
transfer does not involve a transaction requiring registration under the Act and
is in compliance with the Act.
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.
April 2, 2012 By: /s/ Chris Caulson
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Chris Caulson, Chief Financial Officer
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