
The total expenses of this offering will be approximately $507,934. See “ Underwriting” on page 115 of this prospectus for a description of these arrangements. We have also agreed to reimburse the underwriters for certain expenses. Proceeds to us before offering expenses (2)ĭoes not reflect additional compensation to the underwriters in the form of warrants to purchase up to 115,000 shares of common stock (assuming the over-allotment option is fully exercised) at an exercise price equal to 110% of the public offering price. Underwriting discounts and commissions (1) ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.

INVESTORS SHOULD ONLY CONSIDER AN INVESTMENT IN THESE SECURITIES IF THEY CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. In reviewing this prospectus, you should carefully consider the matters described in the section titled “ Risk Factors” beginning on page 18 of this prospectus. The share and per share information in this prospectus reflects, other than in our Financial Statements and the Notes thereto, a reverse stock split of the authorized and outstanding common stock of 1-for-50 which became effective on April 15, 2019. Quotes of stock trading prices on an over-the-counter marketplace may not be indicative of the market price on a national securities exchange. On April 15, 2019, the last reported sales price for our common stock as quoted on the OTC-QB Market was $0.17 per share ($8.50 on a post reverse split basis). Our common stock was traded on the OTC-QB Market, operated by OTC Markets Group, under the symbol “EVSI.” As of April 16, our common stock and warrants are listed on The NASDAQ Capital Market under the symbols “EVSI” and “EVSIW”, respectively.

The Units will not be certificated and the shares of common stock and the warrants comprising such Units are immediately separable and will be issued separately in this offering. Each warrant is immediately exercisable for one share of common stock at an exercise price of $6.30 per share (or 105% of the price of each share of common stock sold in the offering) and will expire five years from the date of issuance. This is a firm commitment public offering of 2,000,000 Units at an offering price of $6.00 per unit, each Unit consisting of one share of common stock, $0.001 par value per share, and one warrant to purchase one share of common stock, of Envision Solar International, Inc., a Nevada corporation. One Warrant to Purchase One Share of Common Stock One Shareof Common Stock (par value $0.001)
