UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 7, 2017 (March 1, 2017)

 

Blue Sphere Corporation

(Exact name of registrant as specified in its charter)

 

Nevada   000-55127   98-0550257

 

(State or other jurisdiction of incorporation)

 

 

(Commission File Number)

 

 

(IRS Employer Identification No.)

 

 

301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262

(Address of principal executive offices) (Zip Code)

 

704-909-2806

(Registrant’s telephone number, including area code)

 

 

 (Former Name or Former Address, if Changed since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

As used in this Current Report, all references to the terms “we”, “us”, “our”, “Blue Sphere” or the “Company” refer to Blue Sphere Corporation and its wholly-owned subsidiaries, unless the context clearly requires otherwise.

 

 

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.

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Blue Sphere Corporation
   
   
Date:    March 7, 2017  By: /s/ Shlomi Palas  
  Name: Shlomi Palas
  Title: President and Chief Executive Officer

 

 

 

 

 

Blue Sphere Corporation 8-K

 

Exhibit 10.1

 

 

 

March 1, 2017

Eilon Natan

Director of Investments

JMJ Financial

 

Re: Extension of Certain Deadlines in Promissory Note and Common Stock Purchase Warrants

 

 

Dear Eilon:

 

This letter (this “ Letter Agreement ”) concerns the Promissory Note issued by Blue Sphere Corporation (“ Blue Sphere ”) to JMJ Financial (“ JMJ ”) on October 24, 2016 in the Principal Sum of up to $1,053,000 (the “ Note ”) and the three Common Stock Purchase Warrants issued by Blue Sphere to JMJ on October 24, 2016, December 20, 2016 and February 14, 2017, numbered as W-10212015, W-12202016 and W-02142017, respectively (each, a “ Warrant ” and collectively, the “ Warrants ”). All capitalized terms used but not defined herein shall have the meaning given to such term in the Note or Warrants, as applicable.

Section 6 of the Note and Section 1.11 the Warrants each set forth, in identical form, the following specified events of default:

 

… or (xxii) the reverse split of the Issuer’s common stock fails to become effective by March 15, 2017; or (xxiii) the Issuer fails to obtain from Nasdaq or NYSE by February 28, 2017 conditional approval of the listing of the Issuer’s common stock on The Nasdaq Capital Market or NYSE-MKT subject only to completion of the Public Offering pursuant to the Registration Statement and to the Issuer’s common stock maintaining the minimum price requirements prior to uplisting;.

 

On January 20, 2017, Blue Sphere filed an application to have its common stock listed with The Nasdaq Capital Market (“ NASDAQ ”), and as of the date hereof, has provided its response to the first comment letter received from NASDAQ. The parties hereto agree and acknowledge that NASDAQ may have further comments prior to granting its conditional approval, and therefore such approval will not likely be received by February 28, 2017. In addition, the Company will not conduct the reverse split of its common stock until such time that NASDAQ has provided conditional approval and until a date closely aligned with the anticipated closing of the Public Offering.

 

Blue Sphere has made significant strides toward achieving the timeline set forth in Section 6 of the Note and Section 1.11 the Warrants. However, the dates set forth in Sections 6(xxii)-(xxiii) of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants do not realistically reflect the current timeline of the Public Offering. Therefore, the undersigned parties hereby agree to the following, effective as of the date first set forth above:

 

(a)

Section 6(xxii) of the Note and Section 1.11(xxii) of the Warrants shall hereinafter be deleted and replaced with the following text:

 

(xxii) the reverse split of the Issuer’s common stock fails to become effective by April 15, 2017;

 

 
 

(b)

Section 6(xxiii) of the Note and Section 1.11(xxiii) of the Warrants shall hereinafter be deleted and replaced with the following text:

 

(xxiii) the Issuer fails to obtain from Nasdaq or NYSE by March 31, 2017 conditional approval of the listing of the Issuer’s common stock on The Nasdaq Capital Market or NYSE-MKT subject only to completion of the Public Offering pursuant to the Registration Statement and to the Issuer’s common stock maintaining the minimum price requirements prior to uplisting;

 

(c)

The Investor conditionally waives the defaults for the Issuer's failure to meet the original dates set forth in Sections 6(xxii)-(xxiii) of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants, but the Investor does not waive any damages, fees, penalties, liquidated damages, or other amounts or remedies otherwise resulting from such defaults (which damages, fees, penalties, liquidated damages, or other amounts or remedies the Investor may choose in the future to assess, apply or pursue in its sole discretion) and the Investor's conditional waiver is conditioned on the Issuer's not being in default of and not breaching any term of the Note or the Wan-ants or any other Transaction Documents (as defined in the Securities Purchase Agreement Document SPA-10212016 between the Issuer and the Investor) at any time subsequent to the date of this Letter Agreement (if the Issuer triggers an event of default or breaches any term of the Note, the Warrants, or the Transaction Documents at any time subsequent to the date of this Letter Agreement, the Investor may issue a notice of default for the Issuer's failure to meet the original dates set forth in Sections 6(xxii)-(xxiii) of the Note and Sections 1.11(xxii)-(xxiii) of the Warrants).

 

Please indicate your acceptance of the foregoing terms and conditions by signing and returning this Letter Agreement to me.

 

  Very truly yours,
   
  /s/ Shlomi Palas  
  Shlomi Palas
  Chief Executive Officer
  Blue Sphere Corporation

 

 

The undersigned hereby agrees to be bound by this Letter Agreement.

 

INVESTOR:

 

/s/ JMJ Financial    
JMJ Financial / Its Principal  
Date: March 1, 2017