Current Report Filing (8-k)
June 29 2015 - 3:03PM
Edgar (US Regulatory)
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.: 0-50469
Date of Report: June 26, 2015
(Exact name of registrant as specified in its charter)
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Delaware
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59-3764931
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(State of other jurisdiction of incorporation or organization
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(IRS Employer Identification No.)
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5950 Shiloh Road East Suite N, Alpharetta, GA
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30005
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(Address of principal executive offices)
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(Zip Code)
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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))
Item 5.03 Amendments to Certificate of Incorporation
Effective at close of business on June 29, 2015, GreenShift Corporation filed with the Secretary of State of the State of Delaware a certificate of amendment to the Company’s certificate of incorporation to give effect to a 1-for-100 reverse stock split. The Company’s common stock will begin trading on a post-reverse split basis on June 30, 2015.
Item 9.01 Financial Statements and Exhibits
Exhibits
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3-a
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Certificate of Amendment of Certificate of Incorporation filed on June 26, 2015, effective on June 29, 2015 at 6:00 p.m. Eastern Daylight Time.
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SIGNATURE
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.
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Dated: June 29, 2015
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GREENSHIFT CORPORATION
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By:
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/s/ Kevin Kreisler
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Kevin Kreisler
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Chief Executive Officer
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Exhibit 3.1
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OF CERTIFICATE OF INCORPORATION OF
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GreenShift Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“GCL”), does hereby certify:
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FIRST: That in a meeting held on May 15, 2015, the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the approval of the amendment by the stockholders. The resolutions authorized a reverse split of the Corporation’s common stock in a ratio of 1-for-100:
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ARTICLE V is amended to effect a reverse split of the Corporation’s common stock by adding ARTICLE V, Section (h) reading as follows:
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On June 29, 2015 (“Effective Date”) at 6:00 p.m. Eastern Daylight Time, a reverse stock split (“Reverse Stock Split”) will occur, as a result of which each one hundred (100) issued and outstanding shares of Common Stock of the Corporation (“Old Common Stock”) shall automatically, without further action on the part of the Corporation or any holder of such Common Stock, be reclassified and converted into one (1) share of the Corporation’s Common Stock (“New Common Stock”). The Reverse Stock Split will be effected as follows:
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1.
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Following the Effective Date, each holder of a certificate(s) representing outstanding shares of the Corporation’s Old Common Stock (“Old Certificate(s)”) will be entitled to receive, upon surrender of such Old Certificate(s) to the Corporation’s transfer agent for cancellation, a certificate (“New Certificate”) representing the number of shares of New Common Stock owned by such stockholder following the Reverse Stock Split.
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2.
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From and after the Effective Date, Old Certificates shall confer no right upon the holders thereof other than the right to exchange them for New Certificates pursuant to the provisions hereof.
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3.
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The Corporation will not issue fractional shares. The number of shares to be issued to each shareholder will be rounded up to the nearest whole number if, as a result of the Reverse Stock Split, the number of shares owned by any shareholder would not be a whole number.
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SECOND: Stockholders of the Corporation representing the necessary number and class of shares as required by statute, acting by written consent in lieu of meeting in accordance with Section 228 of the GCL, consented to the adoption of said amendment by signing written consents and delivered the signed consents to the Corporation as required by the provisions of said Section 228.
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THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the GCL.
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FOURTH: That the effective date of this amendment shall be June 29, 2015.
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/s/ Kevin Kreisler
Kevin Kreisler, President
Greenshift (PK) (USOTC:GERS)
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