"The 55,211,905 shares were issued in separate transactions with three investors,each of whom exercised its right to convert derivative securities issued by GreenShift in prior periods."
ALSO
". . , as the investors were sophisticated, were given access to information about GreenShift,and had taken the securities for investment. There were no underwriters."
http://www.sec.gov/Archives/edgar/data/1269127/000126912709000010/gers8k3609-2.txt
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Here is my first guess:
From the 3Q. Although we see no names - notice the last two sentences. The amount is in the ball park and the 1 Jan '09 date is right on. No sign of lender conversion options or procedures other than the implied "missed payments". It says a "series" of convertible notes, which could mean 3 or more - so that matches up with possible three investors. The dollar amount is a little high - but it could have been five investors and only three decided to convert?
CONVERTIBLE NOTES
On September 4, 2008, the Company's subsidiary, GS CleanTech Corporation, entered into a series of convertible notes totaling $1,734,579. The notes shall bear interest at a rate 15% per annum and mature on December 31, 2010. Commencing on February 1, 2009, payments are due at a rate equal to the greater of the interest accrued on the unpaid principal or $100,000 times the principal amount divided by $3,000,000. Beginning July 1, 2009, payments are due based on an eighteen month amortization, with all principal and accrued interest paid on or before December 31, 2010. The notes are convertible into shares of GS CleanTech subsidiary preferred stock (par $0.001) at the closing by GS CleanTech of a planned Preferred Stock Financing at a 15% discount to the final terms of any such Preferred Stock Financing. If any portion of the note is prepaid in cash, GS CleanTech shall pay a 10% redemption premium at the time of redemption. If the Preferred Stock Financing does not close on or before January 1, 2009, the interest and redemption premium will increase to 20%. The balance of the loans was $1,734,579 as of September 30, 2008.
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Well here is my second best guess:
1. Acutus Capital LLC $750,000 3Q '08
2. Serenity Capital, LLC $211,523 + $11,667 interest 07'Annual
3. Cyrus Capital, LLC ... $100,000 07'Annual
Acutus Capital: The CD was listed as $500,000 in 2Q, $750,000 in 3Q. Acutus Capital, L.L.C controlled by: James L. Sonageri, 411 Hachensack Ave. NJ. As late as January '08 his office received copies of loan agreement notices for GS Agrifuels. Earlier he is listed as a Senior Vice President and General Counsel for GS Clean Tech. The site below has him as a Super Lawyer.
http://www.superlawyers.com/new-jersey/lawyer/James-L-Sonageri/7c4da3b1-cbac-4856-b986-0c5acbb16cf5.html
http://www.sec.gov/Archives/edgar/data/1102414/000110241404000005/telco13dacutus.txt
{Thanks to a reader - Lagenorhynchus Acutus is a deepwater Atlantic white-sided dolphin species which ranges across the North Atlantic from Long Island to Norway. "Acutus" means "sharp" or "pointed" (Latin)}
Serenity Capital, LLC ('07 Annual)
As of December 31, 2006, the principal amount due on the debenture was $211,523. Interest is accrued at a rate of 5% on the principal balance. As of December 31,2006, $11,667 of interest is accrued on this debenture. Serenity is owned by a family member of the Company's chairman. (Lawrence, CEO's Father)
http://www.sec.gov/Archives/edgar/data/1269127/000126912707000046/gsct10k06.txt
Cyrus Capital, LLC ('07 Annual)
As of December 31, 2006, principal amount due on the debenture was$100,000. Interest is accrued at a rate of 5% on the principal balance. As of December 31, 2006, $4,644 of interest is accrued on this debenture. Cyrus is owned by a family member of the Company's chairman. (Scott, CEO's Brother)
http://www.sec.gov/Archives/edgar/data/1269127/000126912707000046/gsct10k06.txt
Am I sure? No. These are the only single investor CDs (still open) I can find going back to the '07 Annual. These could have been paid and another investor came in. I could have missed something. In any case, the real questions are:
1. Will this money now be reinvested in the company using new CDs or loans and get that Riga COEs up and running? The dollar amount raised is very close to what was needed to pay the construction debts.
2. Are these investors through selling. Will any shares left (if any) be sold into Monday's post GE deal market?
3. How much of the loss of the GE deal is already worked into the market price? From a trading high of .08 on Dec 17th to the half sent of our last close - The market has worked some of it into the price. Monday and Tuesday we find out how much.
The chart shows about $1,110,087 owed before conversion on these three CDs. 55,211,905 shares were converted. $1,110,087/55,211,905 = 2 cents/share.
SkunK "Extra Detailed Note for Knuckleheads"
I originally just said (see the 07A for details) - I had hoped those who wanted more detail would use my reference to get it. But I just went back into the A'07 and posted more details to keep the knuckleheads from jumping to conclusions. (Too late! lol)
"The debenture is convertible at the lesser of $0.02 or 80% of the average closing market price of the Company's common stock prior to the date of conversion."
I 'trust' that is simpler. Even if the closing price was 2-3 cents, as it was 9 out of the 20 trading days in January when (we can see by the volume) they were converted, the AVERAGE price of at least the three investors conversions on different days could easily been converted for about .02 cents - because of the terms of the conversion. NOTICE it is not a series of days before where we take an average. The conversion is based on the close of the day prior. These terms of conversion are for Serenity and Cyrus. The terms of conversion for Acutus were not published that I can see. Three days closed in January at .024 - which times 80% is almost .02. Wow - Close Enough for you?? January opened with a high of .03 and low close at .013.
General Note Just to Knuckleheads: If you want "all" the information, then read the primary sources. The SEC filings, the Articles, the Press Releases. I normally will even give you a link. I read all that and normally either reference a sample from the start or pick portions to make a point. Although I have done it a few times - It is not "cricket" to post entire articles. As intellectual property one owes the writer the posting of their link so that you will visit their site. I occasionally remind my readers to do it with my material. When I lead you to a link it is not because I am trying to keep you from using it or trying to hide the information in the link. I guess that is obvious to some but not to others. lol
One more thing. I keep a comment section for guests. This blog is my house on the net. You are my honored guests in my house. As long as you act like one. No freedom of incivility in my house. On this site I am the Benevolent SkunK King.
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Any case just gave you two ideas to run with.
If you repost this DD - don't forget my linK.
SkunK
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