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: June 26, 2007
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.)
One Penn Plaza, Suite 1612, New York, NY 10119
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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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)) [GRAPHIC OMITTED]
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Effective June 26, 2007, and to support the costs associated with the Company's
previously announced consolidation efforts, the Company entered into a
Securities Purchase Agreement with Cornell Capital Partners, LP, under which
Cornell purchased a Convertible Debenture in the amount of $570,000. The
Debenture was issued as of June 26, 2007 and Cornell paid the $570,000 purchase
price on June 26, 2007.
The Company agreed to file with the Securities and Exchange Commission a
registration statement to enable Cornell to resell to the public the common
stock issuable on conversion of the Debenture and the common stock issuable on
exercise of certain warrants.
The Company retains the right to redeem this Debenture, as well as all other
debentures issued by the Company to Cornell, at a rate equal to the principal
amount being redeemed plus 20%, plus accrued interest. The Company previously
announced its plans to refinance and restructure all of its convertible debt.
The Company'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 the Company obtains from a bank or other financial
institution.
The Debenture will bear interest at 12% per annum. Accrued interest and the
principal amount will be payable on June 26, 2009. If the Debenture is not
redeemed by the Company and upon effectiveness of a registration statement, the
Debenture shall be convertible into Company common stock at a rate equal to the
lesser of $0.03 per share or ninety percent of the lowest closing market prices
of the Company's Common Stock for the thirty days preceding conversion. Cornell
will be entitled to convert the Debenture on the basis of the conversion price
into the Company's common stock, provided that Cornell cannot convert into
shares that would cause Cornell to own more than 4.9% of the Company's
outstanding common stock.
The Company will pay a commitment fee of $57,000 and a $20,000 to structuring
fee to Yorkville Advisors Management, LLC. Accordingly, the Company will receive
net proceeds of $493,000 upon issuance of the Debenture. The Company will also
issue to Cornell a five year Warrant to purchase 10,000,000 common shares at
$0.05 per share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10.a Securities Purchase Agreement effective June 26, 2007 among GreenShift
Corporation and Cornell Capital Partners, LP
10.b Form of Convertible Debenture due June 2009
10.c Form of Warrant to Purchase Common Stock to be issued to Cornell Capital
Partners, LP
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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KEVIN KREISLER
Chief Executive Officer
Date: June 26, 2007