UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 1614, 2015

PERVASIP CORP.

(Exact name of registrant as specified in its charter)

New York

000-04465

13-2511270

(State or other

jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

430 North Street

White Plains, NY ~~10601~~10605

(Address of principal executive offices)

(914) 750-9339

(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 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION 5~~Item –1.01 ~~CORPORATE~~Entry ~~GOVERNANCE~~into ~~AND~~a ~~MANAGEMENT~~Material Definitive Agreement.

~~Item~~On 5October 14, 2015 Pervasip Corp.02 (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, as lender (“TCA”). Pursuant ~~Appointment~~to the SPA, TCA agreed to loan the Company up to a maximum of ~~Certain~~$5 ~~Officers~~million for working capital and general operating expenses. An initial amount of $500,000 was funded by TCA on October 14, 2015. Any additional funding to be provided to the Company under the SPA shall be at the discretion of TCA.

~~Pervasip~~ The ~~Corp~~amounts borrowed pursuant to the SPA are evidenced by a Senior Secured, Convertible, Redeemable Debenture (the “Debenture”). ~~announced~~The ~~today~~repayment of the ~~appointment~~Debenture is secured by a first position security interest in substantially all of the Company’s assets in favor of ~~officers~~TCA, as evidenced by a security agreement by and between the Company and TCA and a first position security interest in substantially all of the Company’s subsidiaries’ assets in favor of TCA, The Company also pledged the stock it owns in its ~~wholly~~subsidiaries. The ~~owned~~Debenture ~~subsidiary~~is in the original principal amount of $500,000, ~~Plaid~~matures ~~Canary~~on ~~Corporation~~April (14, 2017 and bears interest at the ~~“Company”)~~rate of 18% per annum. Interest and principal payments are due in monthly installments beginning in November 2015 and February 2016, respectively.

~~Kevin~~ Upon ~~Kreisler~~the occurrence of an event of default, 42TCA may convert all or any portion of the outstanding principal, ~~Chairman~~accrued and unpaid interest, ~~Acting~~and ~~Chief~~any ~~Executive~~other ~~Officer~~sums due and payable under the Debenture into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to the applicable conversion date, in each case subject to TCA not being able to beneficially own more than 4.99% of the Company’s outstanding common stock upon any conversion.

~~Kevin Kreisler is the founder, chairman and~~ ~~acting~~As ~~chief~~further ~~executive~~consideration ~~officer of Plaid Canary Corporation. Mr. Kreisler is responsible~~ for ~~devising~~TCA ~~the~~entering ~~Company’s~~into ~~strategic direction~~ and ~~the~~structuring ~~development and commercialization of its technologies. Mr. Kreisler is also~~ the ~~founder and chief executive officer of GreenShift Corporation~~SPA, athe ~~company~~Company ~~that~~paid ~~develops~~TCA ~~and~~an ~~commercializes~~advisory ~~clean~~fee ~~technologies that facilitate the more efficient use~~ of ~~natural resources~~$175,000 ~~including~~by ~~technologies that the Company expects to have compelling application potential in its core markets.~~issuing ~~Mr. Kreisler served as GreenShift's vice president from 1998~~ to ~~2000,~~TCA ~~president from 2000 to 2002~~17,500 ~~chief~~shares ~~executive~~of ~~officer~~its ~~from 2002~~Series toI ~~2013~~convertible ~~and~~preferred ~~from 2014 to the present~~stock. ~~Mr.~~Additionally, ~~Kreisler has also served as GreenShift's chairman from 2005 to~~ the ~~present.~~Company ~~Mr. Kreisler~~issued is51 ashares ~~graduate~~ of ~~Rutgers~~its ~~University~~Series ~~College~~J ~~of Engineering (B.S., Civil and Environmental Engineering, 1994), Rutgers~~preferred ~~University~~stock ~~Graduate~~to ~~School of Management (M.B.A.~~TCA, ~~1995),~~which ~~and~~gives ~~Rutgers~~TCA ~~University~~voting ~~School~~control of ~~Law~~the ~~(J.D.,~~Company ~~1997).~~if ~~Mr.~~the ~~Kreisler~~Company is ~~admitted to practice law~~ in ~~New~~default ~~Jersey~~of ~~and~~any ~~the~~agreement ~~United~~with ~~States District Court for the District of New Jersey~~TCA.

~~Paul~~For H.all ~~Riss~~the terms and conditions of the SPA and the Debenture described above, 60reference is hereby made to such agreement and debenture annexed hereto as Exhibit 10.1, ~~Treasurer~~and Exhibit 4.1, ~~Chief~~respectively. ~~Financial~~All statements made herein concerning the foregoing SPA and Debenture are qualified by reference to ~~Officer~~said exhibits.

~~Paul~~Item H1. ~~Riss is the Company's treasurer and chief financial officer~~02. HeTermination ~~has served as a director~~ of our parent, Pervasip, Corp., since 1995; Chairman of Pervasip's board of directors since March 2005; Pervasip's Chief Executive Officer since August 1999 and Pervasip's Chief Financial Officer and Treasurer since November 1996. He has served on the board of four telecom companies and has more than 30 years of entrepreneurial business and management experience including the engineering of his own leveraged buyout in 1987 and the audit of numerous public companies at Ernst & Young. He is a ~~CPA~~Material inDefinitive ~~New York State and earned an MBA with distinction from the Stern School of Business at New York University and a magna cum laude BA with distinction from Carleton College~~Agreement.

~~Steven~~The ~~Beebe~~Company used $70,000 57of the proceeds of the TCA funding to make its final payment on past due notes payable to LV Administrative Services, ~~Chief~~Inc. ~~Operational~~(“LV”). ~~Officer~~This payment satisfies all remaining debt payable to LV, which amounted to $1,859,582 at August 31, 2015. Consequently, the Company recorded a troubled debt restructuring gain of approximately $1,790,000 in conjunction with the termination of the notes payable.

~~Steven~~Item ~~Beebe is the Chief Operational Officer of the Company~~2.03 HeCreation has held director level positions at the Fortune 25 level, as well as early stage ventures, in roles that included information technology, research and development, and business process management. He specializes in establishing execution capability in the early stage environment. Most recently, Mr. Beebe was Vice President of ~~Information~~a ~~Systems~~Direct atFinancial ~~GreenShift~~Obligation ~~Corporation~~or ~~where he~~an ~~was~~Obligation ~~responsible~~under ~~for~~an ~~developing~~Off-Balance ~~and~~Sheet ~~managing~~Arrangement ~~GreenShift’s industrial automation capability and IT infrastructure. He received his MBA from the University~~ of ~~Chicago's Booth School of Business and~~ a ~~BA in Economics and Management from Albion College~~Registrant. ~~Mr. Beebe has also completed extensive training in process, project, and quality management.~~

DrThe disclosure set forth above under Item 1.01 (Entry ~~Kenneth~~into ~~Hughes,~~a ~~52,~~Material ~~Chief~~Definitive ~~Science~~Agreement) ~~Officer~~above is incorporated by reference into this Item 2.03.

~~Dr.~~Item Hughes is a creative technologist that specializes in translating complex technologies into practical agricultural, cleantech, industrial, consumer, and military commercial products and strategically building businesses around those products3.02 ~~Dr.~~Unregistered ~~Hughes~~Sales ~~has~~of ~~over~~Equity ~~20 patents granted or pending, with several more in development~~Securities. ~~Dr. Hughes received his Ph.D. in Chemistry from Purdue University and is a former Chemistry and Biochemistry professor at Georgia Tech.~~

~~SIGNATURES~~The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 3.02.

~~Pursuant~~The toaforementioned sale of securities, were issued in reliance on an exemption from the registration requirements of the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended, (the ~~registrant~~“Act”) for ~~has~~the ~~duly~~private ~~caused~~placement ~~this~~of ~~report~~our securities pursuant to beSection ~~signed~~4(2) of the Act on ~~its~~the ~~behalf~~basis that their issuance did not involve a public offering, no underwriting fees or commissions were paid by ~~the~~us ~~undersigned~~in ~~hereunto~~connection with such sale and TCA represented to us that ~~duly~~it ~~authorized~~was an “accredited investor,” as defined in the Act.

	PERVASIP CORP.
Date: October 16, 2015	By:	/s/ Paul H. Riss
		Name: Paul H. Riss
		Title: Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

Exhibits

4.1

10.1

Convertible Promissory Note dated October 14, 2015 in the principal amount of $500,000 payable to TCA Global Credit Master Fund, LP.

Securities Purchase Agreement dated October 14, 2015 by and between Pervasip Corp. and TCA Global Credit Master Fund, LP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERVASIP CORP.


Date: October 20, 2015	By:	/s/ Paul H. Riss
		Name: Paul H. Riss
		Title: Chief Executive Officer

Filing Compare · PERVASIP CORP