Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry Into a Material Definitive Agreement
As previously reported, on December 23, 2015, the Company completed an offering with six investors (the “Holders”), thereby issuing USD $3,000,000 of our two-year 11% Senior Debentures (the “Debentures”) and warrants to purchase up to 61,544 shares of Common Stock, with 50% of such shares exercisable at a price per share of $6.50 ($0.05 on a pre-Reverse Stock Split basis) and the other 50% of such shares exercisable at price per share of $9.75 ($0.075 on a pre-Reverse Stock Split basis) (all such warrants, the “Warrants”). On March 24, 2017, the Company and five of the six Holders of the Debentures, representing an aggregate principal balance of USD $2,000,000, amended the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of Common Stock at the Holders’ election (such amended Debentures, the “Convertible Debentures”). The Debentures matured on December22,2017 (the “Original Maturity Date”).
Between December 22, 2017 and December 28, 2017, the Company and the Holders entered into a letter agreement dated December 21, 2017 (the “Letter Agreement”), to which the Holders agreed to extend the Original Maturity Date to April 3, 2018 (the “Extended Maturity Date”), and the Company agreed to (a) pay to the Holders an additional five percent (5%) interest payment on the principal balance of their Debentures totaling, in the aggregate, USD $150,000, of which USD $30,000 was paid and the remaining $120,000 will be paid on the Extended Maturity Date; (b) amend the Warrants to so that the exercise price of each is equal to the December 21, 2017 closing price of the Common Stock on the OTCQB Venture Marketplace (the “New Exercise Price”); and (c) issue to the Holders, pro rata based on their respective investments in the Debentures, five-year warrants to purchase, in the aggregate, up to 224,550 shares of Common Stock at the New Exercise Price (the “New Warrants”). The Convertible Debentures will continue to be convertible in accordance with the terms thereof.
As of December 22, 2017, Five of the six Holders and the Company entered into a Second Amendment to Senior Debenture and the remaining Holder and the Company entered into a First Amendment to Senior Debenture, all such amendments being on substantially the same terms, to which the Original Maturity Date was modified to the Extended Maturity Date (collectively, the “Debenture Amendments”). As of the same date, all Holders and the Company entered into a First Amendment to $0.05 Warrant and First Amendment to $0.075 Warrant, all such amendments being on substantially the same terms, to which the exercise price of the Warrants was modified to be equal to the New Exercise Price (collectively, the “Warrant Amendments”). Lastly, on the same date, the Company issued the New Warrants to the Holders.
The foregoing descriptions of the Letter Agreement, form of Debenture Amendments, form of Warrant Amendments and form of New Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, form of Debenture Amendments, form of Warrant Amendments and form of New Warrants filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated herein by reference.
The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Unregistered Sales of Equity Securities
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The Company has sold the Securities in a private transaction in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder since, among other things, the above transaction did not involve a public offering. Additionally, the Company relied on similar exemptions under applicable state laws. The Holders had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. Upon issuance, the resale of the securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K/A:
BLUE SPHERE CORP. ExhibitEX-10.1 2 ex10-1.htm LETTER AGREEMENT Blue Sphere Corporation 8-K/A Exhibit 10.1 December 21,…To view the full exhibit click
About Blue Sphere Corporation (OTCMKTS:BLSP)
Blue Sphere Corporation is a global clean energy company. The Company develops, manages and owns waste-to-energy and other renewable energy projects. It is an international build, own and operate company (BOO) active around the world in the clean energy production and organics to energy markets. The Company is focused on approximately 10 projects related to the construction, acquisition or development of biogas facilities. It is carrying out a range of waste-to-energy projects around the world with capacities ranging between 1 to 5 megawatts. It has a waste to energy anaerobic digester of approximately 5.2 megawatts plant in Charlotte, North Carolina. The Company operates a waste to energy anaerobic digester of approximately 3.2 megawatts plant in Johnston, Rhode Island. The Company has a waste to energy anaerobic digester of approximately five megawatts plant in Ramat Chovav, Israel. As of September 30, 2015, the Company had not generated any revenues.