Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry Into a Material Definitive Agreement

Prior Related 8-K Filings

As reported by the Company on its Current Report on Form 8-K filed on July 5, 2017, on June 29, 2017, we entered into a Share Purchase Agreement (the “SPA”) with PRONTO VERDE A.G. (the “Seller”), relating to the purchase of one hundred percent (50%) of the share capital of FUTURIS PAPIA S.r.l., a limited liability company organized under the laws of Italy (the “SPV”), which owns and operates a 0.995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy. The closing in relation to the Udine SPV (the “Closing”) was to occur no later than July 15, 2017 (the “Closing Date”).

As reported by the Company on its Current Report on Form 8-K filed on July 14, 2017, on July 12, 2017, Blue Sphere, the Seller and Bluesphere Italy S.r.l., an Italian limited liability company and wholly-owned subsidiary of Blue Sphere, entered into an Amendment Agreement to the SPA (the “Amendment”, together with the SPA, the “Purchase Agreement”) whereby Blue Sphere assigned all of its rights, titles or interests arising out of the SPA to Bluesphere Italy S.r.l. The parties also agreed to change the Closing Date to July 31, 2017. In light of the postponed Closing, the Amendment also provides for certain amendments and clarifications to related provisions, exhibits and annexes to the SPA including, but not limited to, modifying the date of the SPV’s interim financial statements to be used in the purchase price Closing adjustment from April 20, 2017 to June 30, 2017.

Current Amendments

On July 31, 2017, Blue Sphere, the Seller and Bluesphere Italy S.r.l. entered into a Second Amendment Agreement to Share Purchase Agreement Dated as of June 29, 2017 (the “Second Amendment”) whereby the following amendments were made to the Purchase Agreement: (i) the “Closing Date”, as defined in the Purchase Agreement, was extended to September 4, 2017; (ii) in the event that Bluesphere Italy S.r.l. is unable to perform to the Purchase Agreement, it shall be required to pay a “Default Penalty” as defined in the Purchase Agreement, of €600,000 to Seller; (iii) in the event that Buyer does not pay the “Advance Payment”, as defined in the Purchase Agreement, the Seller shall have the right to terminate the Purchase Agreement; and (iv) Buyer shall pay to Seller, as an “Advance Payment”, within five (5) days of the effective date of the Second Amendment, an amount equal to €1,200,000, as more fully described in the Second Amendment.

As a consequence of the Second Amendment, Seller had to amend its Share Purchase Agreement with the actual SPV’s shareholders ( Futuris s.r.l and Segati Friuli S.r.l.) regarding the acquisition of SPV by entering into a Third Amendment Agreement to Share Purchase Agreement dated June 29, 2017 (“Futuris Amendment”). The Futuris Amendment provides that part of the consideration to be paid by Blue Sphere Italy S.r.l. to Seller to the Second Amendment (i.e. part of the “Advance Payment”) equal to € 400,000 is to be remitted to Futuris S.rl. under the Futuris Amendment as security deposit for completion of the transaction (the “Security Deposit”). Accordingly, to the Futuris Amendment, Bluesphere Italy S.r.l. shall pay the Security Deposit directly to Futuris S.r.l. requiring Bluesphere Italy S.r.l. and the Company, as guarantor, to be parties to the Futuris Amendment. Additionally, in the event that Bluesphere Italy S.r.l. fails to consummate the transaction on or before the Closing Date, the Seller shall be entitled to a Default Payment equal to €450,000.

The foregoing description of the Second Amendment and the Futuris Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of both documents as filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K

(d) Exhibits.

BLUE SPHERE CORP. Exhibit
EX-10.1 2 ex10-1.htm SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT   Blue Sphere Corporation 8-K/A  Exhibit 10.1 SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT DATED AS OF JUNE 29,…
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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.