ESPH / Ecosphere Technologies, Inc. - SEC Filings, Annual Report, Proxy Statement

Ecosphere Technologies, Inc.
US ˙ OTC
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
CIK 1071760
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ecosphere Technologies, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
November 20, 2017 10-Q

Quarterly Report - QUARTERLY REPORT

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-25663

November 15, 2017 NT 10-Q

ESPH / Ecosphere Technologies, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-25663 NOTIFICATION OF LATE FILING CUSIP NUMBER 27922X105 (Check one): Form 10-K Form 20-F Form 11-K ü Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2017 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on F

August 21, 2017 10-Q

Quarterly Report - QUARTERLY REPORT

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-25663 Ecos

August 15, 2017 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 10, 2017 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

May 22, 2017 10-Q

Quarterly Report - QUARTERLY REPORT

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-25663 Eco

May 16, 2017 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 4, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 1, 2017 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission (

April 17, 2017 10-K

Ecosphere Technologies ANNUAL REPORT (Annual Report)

Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-K ??????? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000

April 17, 2017 EX-21.1

List of Subsidiaries Sea of Green Systems, Inc. November 10, 2014 Florida

Subsidiaries Exhibit 21.1 List of Subsidiaries Sea of Green Systems, Inc. November 10, 2014 Florida

April 3, 2017 NT 10-K

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2017 EX-10.1

SECURED PROMISSORY NOTE Issuance Date: February 28, 2017 Maturity Date: December 15, 2017

PROMISSORY NOTE EXHIBIT 10.1 SECURED PROMISSORY NOTE $500,000.00 Issuance Date: February 28, 2017 Maturity Date: December 15, 2017 FOR VALUE RECEIVED, Ecosphere Technologies, Inc. (the ?Company?), a Delaware corporation, and Sea of Green Systems, Inc. (?SOGS?), a Florida corporation and subsidiary of the Company, jointly and severally, hereby promise to pay to the order of Brisben Water Solutions

March 6, 2017 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 esph8k.htm 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): February 28, 2017 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jur

March 6, 2017 EX-10.2

SECURITY AGREEMENT

SECURITY AGREEMENT EXHIBIT 10.2 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 28th day of February, 2017 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Interest. In conne

February 24, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 19, 2017 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

November 21, 2016 10-Q

Ecosphere Technologies QUARTERLY REPORT (Quarterly Report)

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-25663

November 15, 2016 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2016 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commiss

November 9, 2016 EX-10.2

SECURITY AGREEMENT

SECURITY AGREEMENT Exhibit 10.2 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 5th day of October, 2016 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Interest. In connect

November 9, 2016 EX-10.1

SECURED PROMISSORY NOTE Issuance Date: October 5, 2016 Maturity Date: December 15, 2017

SECURED PROMISSORY NOTE Exhibit 10.1 SECURED PROMISSORY NOTE $500,000.00 Issuance Date: October 5, 2016 Maturity Date: December 15, 2017 FOR VALUE RECEIVED, Ecosphere Technologies, Inc. (the ?Company?), a Delaware corporation, hereby promises to pay to the order of Brisben Water Solutions LLC or its assigns (the ?Holder?), the principal sum of $500,000.00 together with interest at 10% per annum on

September 16, 2016 EX-10.1

AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE

Amended and Restated Convertible Promissory Note EXHIBIT 10.1 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, TH

September 16, 2016 EX-10.2

AMENDED ROYALTY AGREEMENT

FORM OF AMENDED ROYALTY AGREEMENT EXHIBIT 10.2 AMENDED ROYALTY AGREEMENT This Amended Royalty Agreement (the ?Agreement?) is entered into as of this 12th day of September, 2016 (the ?Effective Date?) by and between Ecosphere Development Company LLC, a Washington limited liability company (the ?Company?), and Brisben Water Solutions LLC (?Brisben? and together with the Company, the ?Parties?). For

September 16, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 esph8k.htm 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): September 13, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Ju

August 22, 2016 EX-10.12

SUPPLEMENTARY AGREEMENT BETWEEN GREEN FUNDING 1 AND ECOSPHERE

SUPPLEMENTARY AGREEMENT Exhibit 10.12 SUPPLEMENTARY AGREEMENT BETWEEN GREEN FUNDING 1 AND ECOSPHERE This Supplementary Agreement (?Agreement?), dated as of June , 2016, amends those certain Note Purchase Agreement, Senior Secured Promissory Note, Security Agreement, and Business Consulting Agreement of the same date (?Company Agreements?) by and between , a company (the ?Investor?) and Ecosphere T

August 22, 2016 EX-10.9

SENIOR SECURED PROMISSORY NOTE

SENIOR SECURED PROMISSORY NOTE Exhibit 10.9 SENIOR SECURED PROMISSORY NOTE $ , 2016 FOR VALUE RECEIVED, ECOSPHERE DEVELOPMENT COMPANY LLC, a Washington limited liability company (the ?Borrower?), hereby unconditionally promises to pay to the order of , a company (the ?Lender?), at the offices of Lender at , or at such other place as the Lender or any holder hereof may from time to time designate,

August 22, 2016 EX-10.8

NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT Exhibit 10.8 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this ?Agreement?) is entered into as of , 2016, among Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), Ecosphere Development Company LLC, a Washington limited liability company (the ?Company? or ?EDC?), and , a Delaware limited liability company (the ?Investor?). RECITALS The Company, a wh

August 22, 2016 EX-10.10

SECURITY AGREEMENT

SECURITY AGREEMENT Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (?Agreement?) dated as of , 2016 is by and between ECOSPHERE DEVELOPMENT COMPANY LLC, a Washington limited liability company (the ?Borrower?), with and in favor of , a company (together with its successors and assigns, the ?Lender?). R E C I T A L S WHEREAS, on the date hereof, the Borrower is delivering to the Lender a Se

August 22, 2016 10-Q

Ecosphere Technologies QUARTERLY REPORT (Quarterly Report)

10-Q 1 esph10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

August 22, 2016 EX-10.11

Business Consulting Agreement dated as of __________, 2016, between _____________, a ______________ company (the “Consultant”), and Ecosphere Development Company LLC, a Washington limited liability company (the “Company”).

Business Consulting Agreement Exhibit 10.11 Business Consulting Agreement dated as of , 2016, between , a company (the ?Consultant?), and Ecosphere Development Company LLC, a Washington limited liability company (the ?Company?). The Company desires to obtain the services of the Consultant and the Consultant desires to render services to the Company. In consideration of the mutual covenants and agr

August 16, 2016 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 16, 2016 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 7, 2016 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 30, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

June 13, 2016 SC 13D/A

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D AMENDMENT NO. 5 Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. 5)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone

June 9, 2016 EX-10.5

ECOSPHERE TECHNOLOGIES, INC. 3515 S.E. Lionel Terrace Stuart, FL 34997 June 6, 2016

Form of Extension Agreement EXHIBIT 10.5 ECOSPHERE TECHNOLOGIES, INC. 3515 S.E. Lionel Terrace Stuart, FL 34997 June 6, 2016 To: Re: Extension of Due Date of Convertible Notes and Amendment of Warrants. Dear : Thank you for your willingness to accommodate Ecosphere Technologies, Inc. (?Ecosphere?) by agreeing to extend the due date of your Convertible Notes in exchange for amendments to your Warra

June 9, 2016 EX-10.6

AMENDED AND RESTATED CONVERTIBLE NOTE

Form of Amended Note EXHIBIT 10.6 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH AP

June 9, 2016 EX-10.3

Date: June 2, 2016

Amended and Restated Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAW

June 9, 2016 EX-10.1

AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE

Amended and Restated Convertible Promissory Note EXHIBIT 10.1 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, TH

June 9, 2016 EX-10.4

Date: June 2, 2016

Amended and Restated Warrant EXHIBIT 10.4 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAW

June 9, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 esph8k.htm 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): June 3, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdic

June 9, 2016 EX-10.2

SECURITY AGREEMENT

Amended and Restated Security Agreement EXHIBIT 10.2 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 2nd day of June, 2016 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security In

June 9, 2016 EX-10.7

Date: June 6, 2016

Form of Amended Warrant EXHIBIT 10.7 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WIT

May 27, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 23, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

May 23, 2016 10-Q

Ecosphere Technologies QUARTERLY REPORT (Quarterly Report)

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-25663 Eco

May 17, 2016 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 13, 2016 SC 13D/A

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D AMENDMENT NO. 4 Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. 4)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone

May 9, 2016 8-K

Ecosphere Technologies CURRENT REPORT (Current Report/Significant Event)

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): May 4, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission (

May 9, 2016 EX-10.2

SECURITY AGREEMENT

Amended and Restated Security Agreement EXHIBIT 10.2 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 4th day of May, 2016 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Int

May 9, 2016 EX-10.1

AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE

Amended and Restated Convertible Promissory Note EXHIBIT 10.1 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, TH

May 9, 2016 EX-10.3

Date: May 4, 2016

Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUC

April 18, 2016 10-K/A

Ecosphere Technologies ANNUAL REPORT - AMENDMENT NO. 1 (Annual Report)

Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-K/A (Amendment No. 1) ??????? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commiss

April 14, 2016 10-K

Ecosphere Technologies ANNUAL REPORT (Annual Report)

Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-K ??????? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000

March 30, 2016 NT 10-K

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2016 EX-10.1

AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE

Amended, Restated and Consolidated Convertible Promissory Note Exhibit 10.1 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO T

March 8, 2016 EX-10.2

SECURITY AGREEMENT

SECURITY AGREEMENT Exhibit 10.2 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 29th day of February, 2016 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Interest. Ecospher

March 8, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 esph8k.htm 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): March 2, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdi

January 12, 2016 EX-10.3

ECOSPHERE TECHNOLOGIES, INC.

Form of Warrant Exhibit 10.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO T

January 12, 2016 EX-10.1

SECURITIES PURCHASE AGREEMENT

Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of January 5, 2016, between Sea of Green Systems, Inc., a Florida corporation (the ?Company?), Ecosphere Technologies, Inc., a Delaware corporation and principal shareholder of the Company (the ?Parent?) and each of the Purchasers signatory hereto (each

January 12, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 6, 2016 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissi

January 12, 2016 EX-10.2

SEA OF GREEN SYSTEMS, INC. CONVERTIBLE PROMISSORY NOTE

Form of Note Exhibit 10.2 THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFE

December 18, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 15, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

November 17, 2015 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 8, 2015 SC 13D/A

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D AMENDMENT NO. 3 Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone

September 3, 2015 EX-10.1

EXTENSION AGREEMENT

Extension Agreement EXHIBIT 10.1 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this ?Agreement?) is entered into as of this 25th day of August, 2015 (the ?Effective Date?), by and among Brisben Water Solutions LLC (the ?Lender?), William O. Brisben (?Brisben?), Ecosphere Technologies, Inc. (the ?Company?), and Sea of Green Systems, Inc., (?SOGS,? and together with the Lender, Brisben and the Compa

September 3, 2015 EX-10.2

EXTENSION AGREEMENT

EXTENSION AGREEMENT EXHIBIT 10.2 EXTENSION AGREEMENT THIS EXTENSION AGREEMENT (this ?Agreement?) is entered into as of this 25th day of August, 2015 (the ?Effective Date?), by and among Heller Capital Partners, LLC (?Heller Capital?), The Heller Family Foundation, Inc. (?Heller Family?), Ronald & Joyce Heller TTEES Ronald I Heller Rev Trust FBO Ronald Heller UAD 12/23/1997 (?Heller Trust?), David

September 3, 2015 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 28, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissi

August 17, 2015 NT 10-Q

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 29, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): July 17, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

July 20, 2015 SC 13D/A

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D AMENDMENT NO. 2 Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone

July 15, 2015 EX-10.2

CONVERTIBLE NOTE

CONVERTIBLE NOTE EXHIBIT 10.2 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLIC

July 15, 2015 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 9, 2015 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. Employe

July 15, 2015 EX-10.3

Date: June 18, 2015 $ 0.115 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.

Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUC

July 15, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is entered into as of this 18th day of June, 2015, by and between Brisben Water Solutions LLC (the ?Purchaser?) and Ecosphere Technologies, Inc. (the ?Company?) (collectively, the Purchaser and the Company, are the ?Parties?). WHEREAS, this Agreement contemplates a transact

July 15, 2015 EX-10.4

SECURITY AGREEMENT

SECURITY AGREEMENT EXHIBIT 10.4 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 18th day of June, 2015 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Interest. Ecosphere he

May 22, 2015 RW

Ecosphere Technologies REGISTRATION WITHDRAWAL

Registration Withdrawal Ecosphere Technologies, Inc. 3515 S.E. Lionel Terrace Stuart, FL 34997 May 22, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Ecosphere Technologies, Inc. Registration Statement on Form S-1 Filed January 21, 2014 File No. 333-193436 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Secu

May 18, 2015 SC 13D/A

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D AMENDMENT NO. 1 Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone

May 14, 2015 8-K

Ecosphere Technologies CURRENT REPORT (Current Report/Significant Event)

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): May 8, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission (

May 14, 2015 EX-10.2

CONVERTIBLE NOTE

CONVERTIBLE NOTE EXHIBIT 10.2 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLIC

May 14, 2015 EX-10.3

$ 0.115 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ECOSPHERE TECHNOLOGIES, INC.

Form of Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPEC

May 14, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 esphex10z1.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 8th day of May, 2015, by and between Brisben Water Solutions LLC (the “Purchaser”) and Ecosphere Technologies, Inc. (the “Company”) (collectively, the Purchaser and the Company, are the “Parties”). WHEREAS, this Agreement

May 14, 2015 EX-10.4

SECURITY AGREEMENT

SECURITY AGREEMENT EXHIBIT 10.4 SECURITY AGREEMENT This Security Agreement (the ?Agreement?) is entered into as of this 8th day of May, 2015 by and between Ecosphere Technologies, Inc., a Delaware corporation (?Ecosphere?), and Brisben Water Solutions LLC (the ?Lender? and together with Ecosphere, the ?Parties?). The Parties hereby agree as follows: 1. Creation of Security Interest. Ecosphere here

April 1, 2015 NT 10-K

Ecosphere Technologies NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 30, 2015 SC 13D

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 (Amendment No. )* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) William O. Brisben 23 N. Beach Road Jupiter Island, FL 33455 Telephone: (513) 607-1990 (Name, Address and Telephone N

March 27, 2015 EX-10.1

Date: _____________, 2015

WARRANT Exhibit 10.1 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUC

March 27, 2015 8-K

Ecosphere Technologies CURRENT REPORT (Current Report/Significant Event)

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): March 23, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

March 26, 2015 EX-10.3

Date: _____________, 2015

WARRANT Exhibit 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUC

March 26, 2015 EX-10.2

CONVERTIBLE NOTE

CONVERTIBLE NOTE Exhibit 10.2 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLIC

March 26, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is entered into as of this 19th day of March, 2015, by and between Brisben Water Solutions LLC (the ?Purchaser?) and Ecosphere Technologies, Inc. (the ?Company?) (collectively, the Purchaser and the Company, are the ?Parties?). WHEREAS, this Agreement contemplates a transac

March 26, 2015 8-K

Ecosphere Technologies CURRENT REPORT (Current Report/Significant Event)

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): March 20, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

February 25, 2015 8-K

Other Events

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): February 13, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

February 13, 2015 EX-10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Amended and Restated Securities Purchase Agreement EXHIBIT 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of this day of February, 2015, by and between Brisben Water Solutions LLC (the “Purchaser”) and Ecosphere Technologies, Inc. (the “Company”) (collectively, the Purchaser and the Company, are the “Parties”). W

February 13, 2015 EX-10.3

Date: February , 2015

Form of Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPEC

February 13, 2015 EX-10.2

AMENDED AND RESTATED CONVERTIBLE NOTE

Amended and Restated Convertible Promissory Note EXHIBIT 10.2 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, TH

February 13, 2015 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / MCGUIRE DENNIS & JACQUELINE - SC 13G/A Passive Investment

Schedule 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 13, 2015 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 esph8k.htm 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): February 10, 2015 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jur

December 8, 2014 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / HELLER RONALD I - SC 13G/A Passive Investment

Schedule 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) November 28, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

December 8, 2014 SC 13G

ESPH / Ecosphere Technologies, Inc. / NAGELBERG DAVID S - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) November 28, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

December 4, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 28, 2014 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

December 4, 2014 EX-10.2

Date: November __, 2014

Form of Warrant EXHIBIT 10.2 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPEC

December 4, 2014 EX-10.1

CONVERTIBLE NOTE

Form of Note EXHIBIT 10.1 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE

December 3, 2014 EX-10.1

Employment Renewal Term Sheet

Employment Renewal Term Sheet EXHIBIT 10.1 Employment Renewal Term Sheet November 20, 2014 Michael R. Donn, Sr. Position: Chief Operating Officer, Ecosphere Technologies, Inc. Term: 2 years beginning December 1, 2014 Reporting to: Dennis McGuire, Sr., CEO Primary Duties: · Oversee all corporate operations including facilities management · Oversee manufacturing operations · Contract review and coor

December 3, 2014 EX-10.3

Ecosphere Technologies, Inc. Third Amendment to the Amended and Restated 2006 Equity Incentive Plan (Effective November 26, 2014)

Third Amendment to the Amended and Restated 2006 Equity Incentive Plan EXHIBIT 10.

December 3, 2014 EX-10.2

Employment Renewal Term Sheet

Employment Renewal Term Sheet EXHIBIT 10.2 Employment Renewal Term Sheet November 20, 2014 Jackie McGuire Position: Senior Vice President of Administration, Ecosphere Technologies, Inc. Term: 2 years beginning December 1, 2014 Reporting to: Dennis McGuire, Sr., CEO Primary Duties: · In charge of Administration and Human Resources for the Company · Oversees corporate records policy, procedures, and

December 3, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 26, 2014 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

November 10, 2014 NT 10-Q

ESPH / Ecosphere Technologies, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 24, 2014 SC 13G

ESPH / Ecosphere Technologies, Inc. / Brisben William - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) September 15, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) þ Rule 13d-1(c)

September 18, 2014 EX-10.4

SECURITY AGREEMENT

SECURITY AGREEMENT EXHIBIT 10.4 SECURITY AGREEMENT This Security Agreement (the “Agreement”) is entered into as of this 12thday of September, 2014 by and between Ecosphere Technologies, Inc., a Delaware corporation (“Ecosphere”), and Brisben Water Solutions LLC (the “Lender” and together with Ecosphere, the “Parties”). The Parties hereby agree as follows: 1. Creation of Security Interest. Ecospher

September 18, 2014 EX-10.2

CONVERTIBLE NOTE

CONVERTIBLE NOTE EXHIBIT 10.2 THE SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLIC

September 18, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 12th day of September, 2014, by and between Brisben Water Solutions LLC (the “Purchaser”) and Ecosphere Technologies, Inc. (the “Company”) (collectively, the Purchaser and the Company, are the “Parties”). WHEREAS, this Agreement contemplates a tra

September 18, 2014 EX-10.3

Date: September 12, 2014

Form of Warrant EXHIBIT 10.3 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPEC

September 18, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 15, 2014 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commi

September 12, 2014 CORRESP

ESPH / Ecosphere Technologies, Inc. CORRESP - -

Response Letter September 12, 2014 Filed via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ms. Kate Tillan Accounting Branch Chief Re: Ecosphere Technologies, Inc. (the “Company”) Form 10-K for the fiscal year ended December 31, 2013 Filed March 17, 2014 File No. 000-25663 Dear Ms. Tillan: This letter is in respo

March 17, 2014 10-K

Ecosphere Technologies ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000-25663 Ecosphe

February 19, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 21, 2014 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commiss

February 19, 2014 EX-99.1

AMERICAN ARBITRATION ASSOCIATION Commercial Arbitration Rules Ecosphere Technologies, Inc. v. Halliburton Energy Services, Inc. AAA No. 32 198 Y 00099 13 ORDER NO. 8 RE: DISPOSITIVE MOTION

DISPOSITIVE MOTION EXHIBIT 99.1 AMERICAN ARBITRATION ASSOCIATION Commercial Arbitration Rules Ecosphere Technologies, Inc. v. Halliburton Energy Services, Inc. AAA No. 32 198 Y 00099 13 ORDER NO. 8 RE: DISPOSITIVE MOTION 1. Pursuant to inter alia Procedural Order Nos. 1 and 3 in this arbitration and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), Respondent Hallib

February 14, 2014 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / MCGUIRE DENNIS & JACQUELINE - SC 13G/A Passive Investment

SC 13G/A 1 esphsc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 14, 2014 SC 13G

ESPH / Ecosphere Technologies, Inc. / HELLER RONALD I - SC 13G Passive Investment

Schedule 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 21, 2014 EX-10.35

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EXHIBIT 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 1st day of January, 2013 (“Effective Date”), between Ecosphere Technologies, Inc., a Delaware corporation (the “Company”), and Dennis McGuire (the “Executive”). For the purposes of this Agreement: (i) the term the “Company” shall include all Affiliates thereof; (ii) the term “

January 21, 2014 S-1

Registration Statement - REGISTRATION STATEMENT

Registration Statement As filed with the Securities and Exchange Commission on January 17, 2014 Registration No.

January 21, 2014 EX-10.37

BUSINESS CONSULTING SERVICES AGREEMENT

BUSINESS CONSULTING SERVICES AGREEMENT EXHIBIT 10.37 BUSINESS CONSULTING SERVICES AGREEMENT This Business Consulting Services Agreement (the “Agreement”) is entered into effective as of January 8, 2013 by and between Ecosphere Technologies, Inc., a Delaware corporation (the “Company”), and Charles Vinick (the “Consultant”). WHEREAS, the Company desires to retain the services of the Consultant and

January 21, 2014 EX-10.38

BUSINESS CONSULTING SERVICES AGREEMENT

BUSINESS CONSULTING SERVICES AGREEMENT EXHIBIT 10.38 BUSINESS CONSULTING SERVICES AGREEMENT This Business Consulting Services Agreement (the “Agreement”) is entered into effective as of January 1, 2013 by and between Ecosphere Technologies, Inc., a Delaware corporation (the “Company”), and Dean Becker L.L.C. (the “Consultant”). WHEREAS, the Company desires to retain the services of the Consultant

January 21, 2014 EX-10.36

ROYALTY AGREEMENT

ROYALTY AGREEMENT EXHIBIT 10.36 ROYALTY AGREEMENT THIS ROYALTY AGREEMENT (“Agreement”) is made and entered as of the 1st day of January, 2013 (“Effective Date”) by and between Dennis McGuire, and having an address of 3231 SE St. Lucie Blvd., Stuart, FL 34997 ("Inventor") and Ecosphere Technologies, Inc., a Delaware corporation, and having an address of 3515 SE Lionel Terrace, Stuart, FL 34996 ("Co

January 21, 2014 EX-10.14

UNIT PURCHASE AGREEMENT

UNIT PURCHASE AGREEMENT EXHIBIT 10.14 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2013, by and between (i) ECOSPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Seller”), and (ii) FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF” or “Buyer”). The Seller owns 49,802 Units of ECOSPHERE ENERGY SERVICES, LLC, a Delaware limited liab

December 24, 2013 8-K

Unregistered Sales of Equity Securities

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 18, 2013 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. Em

December 17, 2013 8-K

Submission of Matters to a Vote of Security Holders

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): December 13, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

October 31, 2013 DEF 14A

- PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy

September 20, 2013 EX-99.1

Ecosphere Technologies, Inc. Unaudited Condensed Pro Forma Balance Sheet

Exhibit 99.1 Exhibit 99.1 Ecosphere Technologies, Inc. Unaudited Condensed Pro Forma Balance Sheet March 31, March 31, 2013 (Unaudited) 2013 (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Assets Current assets Cash and cash equivalents $ 433,694 4,496,201 1,2 $ 4,929,895 Other current assets 4,664,459 (705,358 ) 1 3,959,101 Total current assets 5,098,153 8,888,996 Investment i

September 20, 2013 EX-99.2

Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Year Ended December 31, 2012

Exhibit 99.2 Exhibit 99.2 Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Year Ended December 31, 2012 (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Revenues $ 31,132,298 $ (10,788,031 ) 1 $ 20,344,267 Costs and expenses 29,967,088 (6,995,433 ) 1 22,971,655 Income (loss) from operations 1,165,210 (3,792,598 ) 1 (2,627,388 ) Allocation of inc

September 20, 2013 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - AMENDED CURRENT REPORT

Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 20, 2013 EX-99.3

Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Quarter Ended March 31, 2013

Exhibit 99.3 Exhibit 99.3 Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Quarter Ended March 31, 2013 (Unaudited) (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Revenues $ 861,619 $ (756,994 ) 1 $ 104,625 Costs and expenses 3,186,094 (1,549,492 ) 1 1,636,602 Loss from operations (2,324,475 ) 792,498 1 (1,531,977 ) Allocation of loss from unc

August 30, 2013 CORRESP

-

Response Letter August 30, 2013 Filed via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549-4631 ATTN: Brian Cascio Accounting Branch Chief Re: Ecosphere Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2012 Filed April 2, 2013 Form 8-K dated May 24, 2013 Filed May 31, 2013 File No. 000-25663 Dear Mr. Cascio:

August 21, 2013 8-K

Other Events - 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): August 8, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

August 9, 2013 EX-99.2

Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Year Ended December 31, 2012

Exhibit 99.2 Exhibit 99.2 Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Year Ended December 31, 2012 (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Revenues $ 31,132,298 $ (10,788,031 ) 1 $ 20,344,267 Costs and expenses 29,967,088 (6,995,433 ) 1 22,971,655 Income (loss) from operations 1,165,210 (3,792,598 ) 1 (2,627,388 ) Allocation of inc

August 9, 2013 EX-99.3

Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Quarter Ended March 31, 2013

Exhibit 99.3 Exhibit 99.3 Ecosphere Technologies, Inc. Unaudited Pro Forma Condensed Statement of Operations Quarter Ended March 31, 2013 (Unaudited) (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Revenues $ 861,619 $ (756,994 ) 1 $ 104,625 Costs and expenses 3,186,094 (1,549,492 ) 1 1,636,602 Loss from operations (2,324,475 ) 792,498 1 (1,531,977 ) Allocation of loss from unc

August 9, 2013 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 9, 2013 EX-99.1

Ecosphere Technologies, Inc. Unaudited Pro Forma Balance Sheet

Exhibit 99.1 Exhibit 99.1 Ecosphere Technologies, Inc. Unaudited Pro Forma Balance Sheet March 31, March 31, 2013 (Unaudited) 2013 (Unaudited) Pro Forma (Unaudited) As Reported Adjustment Pro Forma Assets Current assets Cash and cash equivalents $ 433,694 (423,238 ) 1 $ 10,456 Cash and cash equivalents - 4,919,439 2 4,919,439 Restricted cash 25,000 - 25,000 Receivables, net 461,590 (449,770 ) 1 11

August 6, 2013 CORRESP

-

Response Letter August 6, 2013 Filed via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549-4631 ATTN: Brian Cascio Accounting Branch Chief Re: Ecosphere Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2012 Filed April 2, 2013 Form 8-K dated May 24, 2013 Filed May 31, 2013 File No. 000-25663 Dear Mr. Cascio:

August 6, 2013 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets - 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): July 31, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

May 31, 2013 EX-99.1

Ecosphere Technologies, Inc. Pro Forma Balance Sheet

Pro forma financial statements EXHIBIT 99.1 Ecosphere Technologies, Inc. Pro Forma Balance Sheet March 31, March 31, 2013 2013 (Unaudited) Pro Forma (Unaudited) As Reported Adjustments Pro Forma Assets Current assets Cash and cash equivalents $ 433,694 (423,238 ) 1 $ 10,456 Cash and cash equivalents — 4,919,439 2 4,919,439 Restricted cash 25,000 25,000 Receivables, net 456,788 (449,770 ) 1 7,018 I

May 31, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 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): May 24, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commission

May 13, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 17, 2013 8-K

Other Events - 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): April 15, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

March 19, 2013 NT 10-K

- NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 18, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): March 12, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

February 21, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): February 15, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

February 20, 2013 8-K

Unregistered Sales of Equity Securities

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): February 19, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

February 8, 2013 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / MCGUIRE DENNIS E - AMENDMENT TO SC 13G Passive Investment

esphsc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 7, 2013 8-K

Other Events, Shareholder Director Nominations

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): February 7, 2013 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. Emp

February 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 30, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commiss

January 11, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): January 8, 2013 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissi

December 28, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): December 20, 2012 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commis

November 8, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 8, 2012 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commiss

November 8, 2012 EX-99.1

Ecosphere Technologies Reports Third Quarter 2012 Results $24.3 Million Revenues thru Q3 2012 Compared to $12.8 Million Revenues thru Q3 2011 Key Highlights

Press Release EXHIBIT 99.1 Ecosphere Technologies Reports Third Quarter 2012 Results $24.3 Million Revenues thru Q3 2012 Compared to $12.8 Million Revenues thru Q3 2011 Key Highlights · Year-to-date 2012 revenues up 90% over same period 2011 · Year-to-date IP licensing and manufacturing revenue up 212% · Year-to-date operating cash flow over $3 million versus $99 thousand in same period 2011 · Thi

October 9, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): October 3, 2012 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissi

August 2, 2012 EX-99.1

ECOSPHERE TECHNOLOGIES REPORTS SECOND QUARTER 2012 RESULTS Q2 Net Income of $506 Thousand, Up 39% Sequentially

Press Release EXHIBIT 99.1 ECOSPHERE TECHNOLOGIES REPORTS SECOND QUARTER 2012 RESULTS Q2 Net Income of $506 Thousand, Up 39% Sequentially STUART, Fla., August 2, 2012 - Ecosphere Technologies, Inc. (OTCBB: ESPH), a diversified water engineering, technology licensing and environmental services company, today announced financial results for the second quarter of 2012. The Company grew revenue 264% y

August 2, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): August 2, 2012 ECOSPHERE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-25663 20-3502861 (State or Other Jurisdiction (Commissio

July 3, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 Gene H. Davis POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Adrian Goldfarb, Michael D. Harris and Daryl B. Cramer, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) prepare and execute the attached Form ID Application Acknowledgement; (2) prepare and execute for and on behalf of the undersigned, in

May 7, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): May 7, 2012 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

May 7, 2012 EX-99.1

ECOSPHERE TECHNOLOGIES REPORTS FIRST QUARTER 2012 RESULTS Q1 Net Income of $365 Thousand with $1.1 Million in Cash Flow From Operations

Exhibit 99.1 ECOSPHERE TECHNOLOGIES REPORTS FIRST QUARTER 2012 RESULTS Q1 Net Income of $365 Thousand with $1.1 Million in Cash Flow From Operations STUART, Fla., May 7, 2012 - Ecosphere Technologies, Inc. (OTCBB: ESPH), a diversified water engineering, technology licensing and environmental services company, today announced financial results for the first quarter of 2012. The Company grew revenue

March 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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): March 15, 2012 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. Emplo

March 8, 2012 EX-99.1

ECOSPHERE TECHNOLOGIES REPORTS FOURTH QUARTER AND FULL YEAR 2011 RESULTS Q4 Cash Flow From Operations $2.5 Million Q4 Revenue Up 227% Year/Year 2011 Revenue Up 135% Year/Year

EXHIBIT 99.1 ECOSPHERE TECHNOLOGIES REPORTS FOURTH QUARTER AND FULL YEAR 2011 RESULTS Q4 Cash Flow From Operations $2.5 Million Q4 Revenue Up 227% Year/Year 2011 Revenue Up 135% Year/Year STUART, Fla., Mar. 8, 2012 (GLOBE NEWSWIRE) - Ecosphere Technologies, Inc. (OTCBB:ESPH), a diversified water engineering, technology licensing and environmental services company, today announced financial results

March 8, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 8, 2012 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. Employ

February 14, 2012 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / MCGUIRE DENNIS & JACQUELINE - AMENDMENT NO. 3 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 14, 2012 SC 13G/A

ESPH / Ecosphere Technologies, Inc. / GRADY KEVIN P - AMENDMENT NO. 3 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ecosphere Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 27922X105 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 9, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 5, 2012 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. Emp

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