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ESPH > SEC Filings for ESPH > Form 8-K on 24-Dec-2013All Recent SEC Filings




Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

From December 18 through December 23, 2013, Ecosphere Technologies, Inc. (the "Company") sold $1,700,000 of convertible notes (the "Notes") to four institutional investors and three individual investors including a director of the Company. The Notes: (i) are convertible at $0.30 per share, (ii) are due two years from the investment date, and (iii) pay 10% interest per annum on the earlier of (x) the maturity date or (y) conversion. Additionally, the Company issued the investors a total of 11,333,328 five-year warrants exercisable at $0.35 per share. In connection with the investment, the Company agreed to register the shares of common stock underlying the Notes and warrants. The Notes and warrants sold have not been registered under the Securities Act of 1933 (the "Act") and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder.
All of the investors were accredited and had a pre-existing business relationship with the Company and there was no general solicitation.

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