Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 titled Cantu Share Purchase Agreement, this Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by the Company on July 6, 2017 and the Form 8-K/A filed by the Company on September 14, 2017. As it relates to the subsection in Item 1.02 titled Udine GPOMA, this Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by the Company on September 6, 2017 and the Form 8-K/A filed on November 16, 2017.
Termination of a Material Definitive Agreement
Cantu Share Purchase Agreement
As previously reported, 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 Energyeco S.r.l., a limited liability company organized under the laws of Italy (the “SPV”), which owns and operates a 990 Kw plant for the production of electricity from vegetal oil located in Cantù, Italy (the “Facility”). We agreed to pay an aggregate purchase price of €2,200,000 (approximately USD $2,490,000) (the “Purchase Price”) for the SPV, subject to an adjustment formula to be calculated at the closing. The closing in relation to the SPV was scheduled to take place within 90 days of the date of the SPA, or September 27, 2017, and was subject to specified conditions precedent.
On November 27, 2017, we notified the Seller that the SPA was terminated because (a) the deadline for consummation of the closing expired and no agreement to extend the deadline was granted by Blue Sphere, and (b) none of the specified conditions precedent had materialized. We also demanded the repayment of €150,000 (approximately USD $179,000) paid to escrow under the SPA, which is reimbursable should the closing not occur due to Seller’s breach or in the event that a condition precedent to closing does not materialize. We also reserved our right to unspecified damages incurred as a consequence of documented material representations made in connection with the SPA.
As previously reported, on September 4, 2017, our indirect wholly-owned Italian subsidiary, Futuris Papia S.p.A. (“Futuris Papia”), which owns and operates a 995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy, and the Seller entered into Guarantee Plant Operation Management Agreement (the “Udine GPOMA”). The Udine GPOMA concerned the performance of services for the operation and maintenance of the facility in Udine, including the supply of vegetal oil to the facility.
On November 27, 2017, we notified the Seller that the Udine GPOMA was terminated because, in part, (a) the Seller did not successfully engage the designated supplier to supply vegetal oil, and Futuris Papia was forced to procure vegetal oil from another supplier at a higher cost; (b) the Seller and its operator did not diligently perform specified tasks under the Udine GPOMA, including a proper inspection and review of the facility and preparation of a takeover plan, and Futuris Papia was forced to procure such services from another operator at a higher cost than contemplated by the Udine GPOMA; and (c) due to a number of specified breaches by the Seller to perform under the Udine GPOMA. We reserved our right to recover the damages incurred as a consequence of documented material breaches made in connection with the Udine GPOMA.
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.