BLSP Blue Sphere Corporation (CE)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒   Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 direct and indirect wholly-owned subsidiaries, unless the context clearly requires otherwise.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding the anticipated impact of certain events on the Company’s financial statements. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities and Exchange Commission. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

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 (100%) 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 pursuant 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 pursuant 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, pursuant 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

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