Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry Into a Material Definitive Agreement
Prior Related 8-K Filing
As reported by the Company on our Current Report on Form 8-K filed on July 6, 2017, on June 29, 2017, we entered into a Share Purchase Agreement with Pronto Verde A.G. (the “Share Purchase Agreement”), relating to the purchase of one hundred percent (50%) of the share capital of Energyeco S.r.l., a limited liability company organized under the laws of Italy (the “Cantu SPV”), which owns and operates a 0.99 Kw plant for the production of electricity from vegetal oil located in Cantu, Italy. The closing in relation to the Cantu SPV is scheduled to occur on or before September 27, 2017, subject to specified conditions precedent. We agreed to pay an aggregate purchase price of €2,200,000 (approximately USD $2,490,000) for the Cantu SPV, subject to an adjustment formula to be calculated at the closing.
Current Amendments to Prior Related 8-K Filing
In connection with Company’s purchase of the Cantu SPV, on September 11, 2017, the Company entered into an agreement (the “Gain Agreement”) with Gain Solutions, S.R.O., a company incorporated under the laws of the Czech Republic (“Gain”), to which Gain will purchase thirty-eight and one-half percent (38.5%) of the capital stock of the Cantu SPV (the “Gain SPV Shares”) from the Company for a purchase price of €1,100,000 (approximately USD $1,320,000), which included a €200,000 (approximately USD $240,000) down payment paid by Gain (the “Down Payment”). The Gain Agreement is subject to Gain’s completion of due diligence by September 18, 2017, and entry into definitive agreements to consummate the purchase and sale of the Gain SPV Shares.
The Down Payment will be applied toward the purchase price, or in the event Gain does not proceed following due diligence, the parties do not enter into definitive agreements or the Company does not ultimately acquire the Cantu SPV, the Down Payment will become repayable by the Company with ten percent (10%) interest no later than December 13, 2017. Any amount of the Down Payment (including interest) that is not timely paid by December 24, 2017 and through March 13, 2018 shall be subject to penalty interest equal to twenty percent (20%) per annum, and any amounts (including penalty interest) not paid by March 13, 2018 shall be subject to penalty interest equal to twenty-five percent (25%) per annum.
The Company provided to Gain an irrevocable guarantee to repay the Down Payment and any interest or penalty interest that accrues thereon (the “Guarantee Letter”). Also in connection with the secured Down Payment, the Company entered into a Security Agreement to register a lien and security interest equal to 15% of the Company’s equity ownership of the Cantu SPV and all products and proceeds thereof pertaining from the Company’s rights according to the closing of the Share Purchase Agreement (the “Security Agreement”).
The foregoing descriptions of the Gain Agreement, Guarantee Letter and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Gain Agreement, Guarantee Letter and Security Agreement as filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K/A 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/A
(d) Exhibits.
| 10.01 | Agreement, dated September 11, 2017, between Blue Sphere Corporation and Gain Solutions, S.R.O. |
| 10.02 | Letter from Blue Sphere Corporation to Gain Solutions, S.R.O. concerning an Irrevocable Guaranty of Down Payment, Interest and Penalty Interest, dated September 11, 2017. |
| 10.03 | Security Agreement, dated September 11, 2017, between Blue Sphere Corporation and Gain Solutions, S.R.O. |
BLUE SPHERE CORP. ExhibitEX-10.01 2 ex10-01.htm AGREEMENT Blue Sphere Corp. 8-K/A Exhibit 10.01 AGREEMENT THIS AGREEMENT is made as of September 11,…To view the full exhibit click here
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.