UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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~~May 281, 2017

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ECOSPHERE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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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~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.0312b-2).

~~Creation~~Emerging ofgrowth acompany ~~Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~☐

OnIf ~~February~~an ~~28,~~emerging ~~2017,~~growth ~~Brisben Water Solutions~~company, ~~LLC~~indicate agreed to lend $500,000 to Ecosphere Technologies, Inc., a Delaware corporation (the “Company”) and its subsidiary Sea of Green Systems, Inc., a Florida corporation (“SOGS”) in exchange for a promissory note (the “Note”). The Company and SOGS will be jointly and severally liable for the repayment of the Note. The loan evidenced by ~~the~~check ~~Note~~mark ~~may~~if ~~be funded in tranches. As of~~ the ~~date~~registrant ~~of this report, $187,511~~ has ~~been~~elected ~~borrowed~~not ~~under~~to ~~the~~use ~~Note. Loan funds advanced under~~ the ~~Note~~extended ~~bear~~transition ~~interest~~period atfor ~~10%~~complying ~~per~~with ~~annum~~any ~~from~~new ~~the~~or ~~date~~revised offinancial ~~funding.~~accounting ~~The~~standards ~~Note~~provided ~~matures~~pursuant ~~December 15, 2017. At any time prior~~ to ~~maturity,~~Section ~~amounts~~13(a) of ~~principal and accrued interest under~~ the ~~Note~~Exchange ~~will be convertible into shares of common stock of SOGS~~Act. ☐

~~The~~Item ~~obligations~~5.02 ~~under~~Departure ~~the~~of ~~Note~~Directors ~~are~~or ~~secured~~Certain byOfficers; aElection ~~security~~of ~~agreement~~Directors; ~~between~~Appointment ~~the~~of ~~parties~~Certain ~~which~~Officers; ~~includes~~Compensatory ~~the~~Arrangements ~~collateral~~of ~~granted~~Certain ~~under prior previously disclosed security agreements~~Officers.

~~Item~~On 9May 1, 2017, Ecosphere Technologies, Inc.01 (the “Company”) amended the exercise price for certain stock options held by non-employee directors of the Company. 1,926,003 stock options held by Charles Vinick were repriced to $0.045 from previous exercise prices ranging from $0.12 to $0.40. In addition, 3,150,000 stock options held by Dean Becker were repriced to $0.045 from $0.35. The vesting and expiration dates of the repriced stock options, as well as all other terms, remain unchanged.

~~Financial Statements and Exhibits.~~ SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.		Exhibit
	ECOSPHERE TECHNOLOGIES, INC.
10.1		Promissory Note, dated as of February 28, 2017
	By:	/s/ Dennis McGuire
10.2		Security Agreement, dated as of February 28, 2017
		Dennis McGuire Chief Executive Officer
Date: May 4, 2017

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: March 6, 2017

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