Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry Into a Material Definitive Agreement
As reported by the Company on its Current Report on Form 8-K
filed on October 31, 2016, on October 25, 2016 the Company
completed a private placement of its securities to JMJ Financial,
an accredited investor, thereby agreeing to issue shares of our
common stock, $0.001 par value per share (Common Stock), a note
and warrants, in exchange for up to USD $1,000,000 (the Note
Principal) in accordance with the specified installment schedule.
On October 25, 2016, the Company issued to the investor (i) a
non-interest bearing six (6) month promissory note in the amount
of the Note Principal plus approximately five percent (5%) of the
actual Note Principal (the Note), and (ii) a five (5) year
warrant to purchase up to 6,666,666 shares of Common Stock (the
First Warrant). On December 20, 2016, the Company received the
second installment under the Note in the amount of USD $250,000,
and issued a five (5) year warrant to purchase 3,333,333 shares
of Common Stock (the Second Warrant). On February 15, 2017, the
Company received the third installment under the Note in the
amount of USD $250,000, and issued a five (5) year warrant to
purchase 3,333,333 shares of Common Stock (together with the
First Warrant and the Second Warrant, the Warrants).
By letter agreement on March 1, 2017, JMJ Financial agreed to
extend specified milestone dates contained in the events of
default under the Note and the Warrants, whereby JMJ Financial
conditionally agreed to waive any such default in connection with
meeting such original dates, except to the extent of damages,
fees, penalties, liquidated damages, or other amounts or remedies
otherwise resulting from such default, if we trigger an event of
default or breach any terms of the Note and the Warrants
subsequent to the letter agreement (the JMJ Letter Agreement).
Specifically, JMJ Financial agreed to extend (i) the date to
receive conditional approval from The NASDAQ Capital Market from
February 28, 2017 to March 31, 2017 and (ii) the date upon which
a reverse split of our Common Stock will become effective from
March 15, 2017 to April 15, 2017.
The foregoing description of the JMJ Letter Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the JMJ Letter Agreement attached
as Exhibit 10.1 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.
| 10.1 | JMJ Letter Agreement. |
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. Blue Sphere Corporation (OTCMKTS:BLSP) Recent Trading Information
Blue Sphere Corporation (OTCMKTS:BLSP) closed its last trading session down -0.0003 at 0.0360 with 157,642 shares trading hands.