SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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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: February 2, 2006
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) 398-8183
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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))
Amendment No. 1
This amendment is being filed because the relationship among the parties
described in the original filing has been modified by an Amended Securities
Purchase Agreement.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On February 7, 2006, GreenShift, Cornell Capital Partners and Highgate House
Funds replaced the Securities Purchase Agreement dated February 2, 2006 with an
Amended Securities Purchase Agreement. The Amended Agreement provides for the
purchase by Cornell of two Debentures. Cornell will immediately purchase a
Debenture in the principal amount of $1,900,000. In ninety days Cornell will
purchase a second Debenture in the principal amount of $1,949,631. In addition,
simultaneous with the sale of the first Debenture to Cornell, GreenShift will
issue to Highgate House Funds, Ltd. a Debenture with identical terms in the
principal amount of $1,150,369, and Highgate House Funds will cancel certain
debentures issued in 2005 by INSEQ Corporation, a GreenShift portfolio company,
the amount due on which totals $1,150,369.
The Debentures will be convertible into GreenShift common stock at Cornell's
option, but only if GreenShift ceases to be registered as a Business Development
Company. In that event, the conversion price of the Debentures shall be equal to
the lesser of (a) $.10 or (b) the average of the three lowest closing market
prices of the Company's Common Stock for the thirty days preceding conversion.
Cornell and Highgate House will be entitled to convert the Debentures on the
basis of the conversion price into GreenShift common stock, provided that
neither holder can convert into shares that would cause it to own more than 4.9%
of GreenShift's outstanding common stock.
The Debenture will bear interest at 5% per annum and the principal amount will
be payable on February 8, 2009. GreenShift's obligations under the Debentures
are secured by a pledge of all of its assets, subject to the agreement of
Cornell and Highgate House to subordinate their security interest to any line of
credit that GreenShift obtains from a bank or other financial institution.
GreenShift may prepay the Debentures at any time without penalty.
GreenShift will pay a commitment fee of $384,963 and a $15,000 structuring fee
to Yorkville Advisors Management, LLC. Accordingly, GreenShift will receive net
proceeds of $3,449,668 upon issuance of the Debentures. In addition, the
Securities Purchase Agreement provides that if GreenShift at any time ceases to
be registered at a Business Development Company, GreenShift will issue to
Cornell and to Highgate House Funds five year Warrants to purchase 45,000,000
common shares. The warrants will permit Cornell and Highgate House Funds to
purchase 15,000,000 shares at $.15 per share, 15,000,000 shares at $.20 per
share, and 15,000,000 shares at $.25 per share.
Additionally, on February 1, 2006, GreenShift entered into a Subscription
Agreement with Highgate House Funds, Ltd., pursuant to which Highgate purchased
3,203,447 shares of GreenShift common stock for $0.084 per share, which amount
was equal to the average of the three lowest closing market prices of the
Company's Common Stock for the thirty days preceding conversion.
Item 9.01 Financial Statements and Exhibits
Exhibits:
10-a Amended and Restated Securities Purchase Agreement dated February 7, 2006
among GreenShift Corporation, Cornell Capital Partners LP and Highgate
House Funds, Ltd.
10-b Form of Secured Convertible Debenture due February 8, 2009.
10-c Second Amended and Restated Security Agreement dated February 2, 2006
between GreenShift Corporation and Cornell Capital Partners, LP.
10-d Second Amended and Restated Stock Pledge Agreement dated February 2, 2006
among GreenShift Corporation, Cornell Capital Partners, LP, Highgate House
Funds, Ltd. and David Gonzalez, Esq.
10-e Form of Warrant to Purchase Common Stock that may be issued to Cornell
Capital Partners and Highgate House Funds, Ltd.
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: February 7, 2006