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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
Commission File No.: 0-28887
Date of Report: October 18, 2005
GREENSHIFT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
111 Howard Boulevard, Suite 108, Mt. Arlington New Jersey 07856
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(Address of principal executive offices) (Zip Code)
(973) 942-7700
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On October 18, 2005 GreenShift sold to Cornell Capital Partners, LP a
Convertible Debenture in the principal amount of $1,475,000. GreenShift paid to
Cornell Capital Partners a commitment fee of $147,500 in connection with the
sale, and paid a $15,000 structuring fee to Yorkville Advisors Management, LLC.
Accordingly, GreenShift received net proceeds of $1,312,500.
The Debenture bears interest at 5% per annum, payable monthly commencing on
December 1, 2005. The principal amount of the Debenture is payable on October
12, 2007, except GreenShift must prepay the Debenture if it raises $7,000,000
from the sale of equity securities. GreenShift's obligations under the Debenture
are secured by a pledge of all of its assets, subject to Cornell's agreement to
subordinate its security interest to any line of credit that GreenShift obtains
from a bank or other financial institution. GreenShift may prepay the Debenture
at any time without penalty.
Cornell is entitled to convert the Debenture into GreenShift common stock,
provided that Cornell cannot convert into shares that would cause Cornell to own
more than 4.9% of GreenShift's outstanding common stock. The conversion price
will be the average of the three lowest closing market prices during the 30 days
preceding conversion.
Item 9.01 Financial Statements and Exhibits
Exhibits:
10-a Secured Convertible Debenture due October 12, 2007
10-b Amended and Restated Security Agreement dated October 12, 2005 between
GreenShift Corporation and Cornell Capital Partners, LP.
10-c Amended and Restated Stock Pledge Agreement dated October 12, 2005
among GreenShift Corporation, Cornell Capital Partners, LP and David
Gonzalez, Esq.
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.
GREENSHIFT CORPORATION
/S/ Kevin Kreisler
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By: KEVIN KREISLER
Chief Executive Officer
Date: October 24, 2005