Greenshift Corporation (GERS)

[Dutch1]

What are the facts? (please correct me if I'm wrong)

These are published by AttisThese are published by Attis. Let's assume they are correct, unless GERS denies them, which they didn't so far

Attis Industries Inc. (NASDAQ: ATIS) (the “Company” or “Attis”), a diversified innovation and technology holding company, today announced its execution and closing on a series of transactions with GreenShift Corporation (“GreenShift”) effective May 25, 2018, resulting in the Company’s acquisition of an 80% stake in FLUX Carbon LLC (“JVCo”)

JVCo’s rights cover a series of patents granted to GreenShift’s wholly-owned subsidiary, GS CleanTech Corporation (“CleanTech”), involving the extraction of oil from corn ethanol coproducts.

It seems the facts are: Attis is holding 80% of the FLUX Carbon LLC (“JVCo”)
and JVCo’s rights cover a series of patents granted to GreenShift (“JVCo”)

Also there is this sec filing saying:

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of MAY 25, 2018 (“Effective Date”), is entered into by and among ATTIS INDUSTRIES INC., a New York corporation (“Buyer”), and GREENSHIFT CORPORATION, a Delaware corporation (“Seller” or “GreenShift”).

The deal is between Attis and Greenshift

WHEREAS, Seller, through its wholly-owned subsidiary, GS CLEANTECH CORPORATION (“CleanTech”), develops and commercializes technologies that facilitate the more efficient use of natural resources, and owns an intellectual property portfolio comprised, inter alia, of patented, patent-pending and proprietary processes designed to increase the efficiency and profitability of corn ethanol production facilities by intercepting and processing corn ethanol co-products into value-added renewable offsets for fossil fuel-derived fuels, plastics, adhesives, and other products (“CleanTech IP”);

Greenshift ("Seller") wholly-owned subsidiary Cleantech owns the IP

WHEREAS, Buyer, through its wholly-owned subsidiary, ATTIS INNOVATIONS LLC (“Attis”), has acquired and developed intellectual properties which cover, inter alia, the conversion of products and co-products produced by processes covered by the CleanTech IP

This seems to say that Attis has used Cleantech processes to develop and acquire additional IP.

WHEREAS, JVCo is the direct and indirect owner, inter alia, of additional intellectual property rights that are complimentary to the CleanTech IP and the Attis IP

I read this as: The JVCo owned until the transaction IP by themselves but these aren't the ones owned by Attis and Cleantech, thses are additional.

Conveyance of CleanTech IP. For so long as Buyer, Attis, and JVCo are in compliance with all applicable terms of the Transaction Documents, upon the later to occur of the (i) Seller Performance Date, (ii) the Buyer Performance Date, or (iii) the date on which all CleanTech Matters pending as of the Closing Date have been resolved (which later to occur date shall be referred to herein as the “Compliant Transfer Date”), CleanTech shall assign the CleanTech IP to JVCo, with full warranty of title free and clear of all third party claims or liens

This seems to mean that the IP owned by Cleantech is assigned to the JVCo

Title to CleanTech Assets. Buyer and Attis acknowledge and agree that, notwithstanding anything stated to the contrary herein or the Transaction Documents, (i) TITLE TO THE CLEANTECH ASSETS COLLATERAL SHALL BE AND REMAIN WITH CLEANTECH, and (ii), for avoidance of doubt, inasmuch as the CleanTech IP and CleanTech Matters are included in the CleanTech Assets, all now and hereinafter-arising CleanTech IP and CleanTech Matters shall be and remain in the name of CleanTech until and unless an appropriate assignment is made on or after the Compliant Transfer Date.

The IP seems to remain with Cleantech until and unless an appropriate assignment is made on or after the Compliant Transfer Date.

About the Compliant transfer date:

the (i) Seller Performance Date, (ii) the Buyer Performance Date, or (iii) the date on which all CleanTech Matters pending as of the Closing Date have been resolved, (which later to occur date shall be referred to herein as the “Compliant Transfer Date”)

"the date on which all CleanTech Matters pending as of the Closing Date have been resolved"

So the question might be, what are these matters pending? Is that the lawsuit too?

Summary:
In the end, if everything is settled all IP will be transferred to the JVCo. I don't know if that happened yet. Until then I think GERS owns Cleantech, which owns the IP.

Once the IP is transferred to the JVCO, GERS owns 20% of it.
Until then GERS owns it all.
GERS owns 20% of the JVCO and Attis 80%
We (the common shareholders) own 20% of GERS and KK owns 80% of GERS.

I suddenly start wondering now, how much do we own in the new situation of the JVCo?

We, the common share holders own 20% of GERS. GERS owns 20% of the JVCo, which in the end owns the IP.
Until the deal we owned 20% of the IP, but if we own 20% of GERS, and GERS owns 20% of the JVCO, does that mean we will own only 20% of the 20% of the IP?

Or will the common share holders own 20% of the JVCo and is the other 80% owned by attis and does KK hold nothing anymore?

I'm a bit lost here.