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BLUE SPHERE CORP. Form 8-K: Current report

BLUE SPHERE CORP. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-10-25: Form 8-K; Period of report 2018-10-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2018-09-17: Form 8-K; Period of report 2018-09-12; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
  • 2018-04-09: Form 8-K/A; Period of report 2018-04-09; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
  • 2018-04-05: Form 8-K; Period of report 2018-04-05; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-10-258-K2018-10-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective October 21, 2018, for personal reasons, Yossi Keret resigned from his position of Chief Financial Officer of the Company.blsp-8k_102518.htm
2018-09-178-K2018-09-121.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
blsp-8k_091218.htm
2018-04-098-K/A2018-04-091.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 As previously reported, on December 23, 2015, the Company completed an offering with six investors (the “Holders”), thereby issuing $3,000,000 of our two-year 11% Senior Debentures (the “Debentures”) and warrants to purchase up to 61,544 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with 50% of such shares exercisable at a price per share of $6.50 and the other 50% of such shares exercisable at price per share of $9.75 (all such warrants, the “Warrants”).
2.03 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
3.02 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
blsp-8k_040918.htm
2018-04-058-K2018-04-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.blsp-8k_040118.htm
2018-03-218-K/A2018-03-201.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 As previously reported, on February 21, 2018, the Company and JMJ Financial (the “Investor”) amended the Promissory Note, dated as of October 24, 2016 (as amended, the “Note”), such that the principal sum of the Note was increased to USD $4,212,000 and the amount of consideration payable under the Note was increased to USD $4,000,000.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
3.02 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
blsp-8ka_032018.htm
2018-02-278-K2018-02-271.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On February 21, 2018, the Company and JMJ Financial (the “Investor”) entered into a Loan Extension, Additional Investment & Conversion Agreement (the “Agreement”).
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
3.02 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
blsp-8k_022718.htm
2018-02-238-K2018-02-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.blsp-8k_022318.htm
2017-12-288-K/A2017-12-281.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As previously reported, on December 23, 2015, the Company completed an offering with six investors (the “Holders”), thereby issuing USD $3,000,000 of our two-year 11% Senior Debentures (the “Debentures”) and warrants to purchase up to 61,544 shares of Common Stock, with 50% of such shares exercisable at a price per share of $6.50 ($0.05 on a pre-Reverse Stock Split basis) and the other 50% of such shares exercisable at price per share of $9.75 ($0.075 on a pre-Reverse Stock Split basis) (all such warrants, the “Warrants”).
3.02 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
blsp-8ka_122817.htm
2017-12-188-K/A2017-12-188.01 Other Events8.01 As previously reported, on June 29, 2017, we entered into a Share Purchase Agreement (the “PV SPA”) with Pronto Verde A.G. (“Pronto Verde”), relating to the purchase of one hundred percent (100%) of the share capital of Energyeco S.r.l., a limited liability company organized under the laws of Italy, which owns and operates a 990 Kw plant for the production of electricity from vegetal oil located in Cantù, Italy.blsp-8ka_121517.htm
2017-12-118-K2017-12-111.01 Entry into a Material Definitive Agreement1.01 On December 5, 2017, Blue Sphere Corporation (the “Company”), through its wholly-owned subsidiary in the Netherlands, Blue Sphere Brabant B.V. (“Blue Sphere Brabant”), entered into a Turnkey Agreement for the Design, Construction and Delivery of a Biogas Plant, dated as of December 4, 2017 (the “EPC Agreement”) with Anaergia B.V., a private company with limited liability in the Netherlands (“Anaergia”).blsp-8k_121117.htm
2017-12-018-K/A2017-12-011.02 Termination of a Material Definitive Agreement1.02 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 (100%) 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”).blsp-8ka_120117.htm
2017-11-228-K/A2017-11-221.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 On July 19, 2017, the Company filed a Current Report on Form 8-K to report that on July 14, 2017, it had terminated the four Plant EBITDA Agreements between Austep S.p.A., an Italian corporation (“Austep”), and the Company’s indirect, wholly-owned subsidiary, Bluesphere Pavia S.r.l (“Blue Sphere Pavia”), which owns Agricerere S.r.l., Agrielektra S.r.l., Agrisorse S.r.l. and Gefa S.r.l (the “SPVs”), each of which is engaged in the operation of an anaerobic digestion biogas plant located in Italy (collectively, the “SPV Facilities”).
1.02 Reference is made to the disclosure set forth under Item 1.01 above concerning the termination/expiration of the Interim Agreement with La Fenice, which disclosure is incorporated herein by reference.
blsp-8ka_112217.htm
2017-11-168-K/A2017-11-162.01 Completion of Acquisition or Disposition of Assets2.01 Completion of Acquisition or Disposition of Assets.blsp-8ka_083017.htm
2017-09-198-K2017-09-191.01 Entry into a Material Definitive Agreement1.01 On September 15, 2017, Blue Sphere Corporation (the “Company”), through its wholly-owned subsidiary, Blue Sphere Brabant B.V. (“Blue Sphere Brabant”) entered into an Agreement for the Purchase and Supply of Green Gas 2019 (the “Gas Off-Take Agreement”) with GasTerra B.V., a limited liability company incorporated under the laws of the Netherlands (“GasTerra”).blsp-8k_091917.htm
2017-09-148-K/A2017-09-111.01 Entry into a Material Definitive Agreement1.01 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 (100%) 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.blsp-8ka_091117.htm
2017-09-068-K2017-09-061.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On August 30, 2017, Blue Sphere Corporation, along with its wholly-owned subsidiary, BlueSphere Italy, S.r.l (“BlueSphere Italy”), entered into a Long Term Mezzanine Loan Agreement (the “Loan Agreement”) with Helios 3 Italy Bio-Gas 2 L.P. (the “Lender”).
2.01 Completion of Acquisition or Disposition of Assets.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
blsp-8k_090617.htm
2017-08-048-K/A2017-08-041.01 Entry into a Material Definitive Agreement1.01 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.blsp-8ka_080417.htm
2017-07-198-K2017-07-191.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 As fully described herein, the Company has taken action and terminated its four Plant EBITDA Agreements with Austep S.p.A. an Italian corporation (“Austep”), the Company’s former partner in Italy that operated, maintained, and supervised the Company’s four facilities in Italy.
1.02 Reference is made to the disclosure set forth under Item 1.01 above concerning termination by the Company of the Plant EBITDA Agreements, which disclosure is incorporated herein by reference.
blsp-8k_071917.htm
2017-07-148-K2017-07-141.01 Entry into a Material Definitive Agreement1.01 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.blsp-8k_071417.htm
2017-07-068-K2017-07-051.01 Entry into a Material Definitive Agreement1.01 On June 29, 2017, we entered into a Share Purchase Agreement (the “Udine 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 “Udine SPV”), which owns and operates a 0.995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy.blsp-8k_070517.htm
2017-06-288-K2017-06-277.01 Regulation FD Disclosure; 8.01 Other Events7.01 Regulation FD Disclosure.
8.01 The information in Item 7.01 is incorporated herein by reference in its entirety.
blsp-8k_062717.htm
2017-06-238-K2017-06-237.01 Regulation FD Disclosure7.01 Between June 19, 2017 and June 23, 2017, Blue Sphere Corporation (the “Company”) raised $4,500,000 in gross proceeds from the sale of shares of its common stock, par value $0.001 (“Common Stock”), together with warrants (collectively, the “Warrants” and each whole warrant, a “Warrant”), with one Warrant entitling the holder thereof to purchase one share of Common Stock at a price equal to $3.30 per share in a self-underwritten “best efforts” offering to certain investors (the “Offering”).blsp-8k_062317.htm
2017-05-268-K2017-05-231.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As previously reported, on December 23, 2015, the Company completed the only closing of an offering (the “Debenture Offering”) with six accredited investors of up to $3,000,000 of our Senior Debentures (the “Debentures”) and warrants to purchase up to 61,544 shares of our Common Stock, in proportion pro rata to each subscriber’s subscription amount relative to the total Debenture Offering amount, with 50% of the warrants exercisable at a price per share of $6.50 and the other 50% of the warrants exercisable at price per share of $9.75 (the “Debenture Warrants”).
3.02 The information pertaining to the sales of the securities pursuant to the SPA in Item 1.01 is incorporated herein by reference in its entirety.
blsp-8k_052317.htm
2017-03-248-K2017-03-241.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 As reported by the Company on our Current Report on Form 8-K filed on December 28, 2015, on December 23, 2015, the Company completed an offering with six investors, thereby issuing USD $3,000,000 of our two-year 11% Senior Debentures (the “Debentures”) and warrants to purchase up to 61,544 shares of Common Stock, with 50% of such shares exercisable at a price per share of $6.50 and the other 50% of such shares exercisable at price per share of $9.75.
2.03 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
5.03 As reported by the Company on our Definitive Schedule 14C Information Statement filed with the SEC on December 9, 2016, our shareholders authorized the Company to effect a reverse split of our Common Stock at a ratio reasonably necessary to satisfy the minimum requirements for listing on The NASDAQ Capital Market.
blsp-8k_032317.htm
2017-03-208-K2017-03-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 As reported by the Company on our 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 (the “Investor”), an “accredited investor” pursuant to Regulation D, Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”).
3.02 The information pertaining to the sales of the securities pursuant to the SPA in Item 1.01 is incorporated herein by reference in its entirety.
blsp-8k_032017.htm
2017-03-078-K2017-03-071.01 Entry into a Material Definitive Agreement1.01 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.blsp-8k_030717.htm
2016-12-138-K2016-12-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
7.01 Regulation FD Disclosure.
blsp-8k_121316.htm
2016-11-238-K2016-11-237.01 Regulation FD Disclosure7.01 Regulation FD Disclosure.blsp-8k_112316.htm
2016-11-228-K2016-11-227.01 Regulation FD Disclosure7.01 Regulation FD Disclosure.blsp-8k_112116.htm
2016-11-038-K2016-11-038.01 Other Events8.01 On October 22, 2016, the law firm of JS Barkats PLLC filed a complaint against the Company and Shlomo Palas, the Company’s Chief Executive Officer, seeking allegedly unpaid legal fees for services rendered from June 9, 2011 through April 23, 2012 in the amount of USD $428,964.70, plus interest for a total of USD $652,000 (the “Barkats Litigation”).blsp-8k_110316.htm
2016-10-318-K2016-10-311.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On October 25, 2016, Blue Sphere completed a private placement of its securities (the “October Financing”) to an accredited investor (the “Investor”).
3.02 The information pertaining to the sales of the securities pursuant to the SPA in Item 1.01 is incorporated herein by reference in its entirety.
blsp-8k_103116.htm
2016-08-258-K2016-08-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.blsp-8k_082516.htm
2016-07-088-K2016-07-071.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 In June and July 2016, we conducted an offering (the “Offering”) consisting of (a) up to USD $3,000,000 of our shares of common stock, par value $0.001 per share (“Common Stock”), priced at the closing price for shares of Common Stock, as reported on the OTCQB Venture Marketplace on the trading day prior to each respective closing of the Offering, and (b) five-year warrants to purchase shares of Common Stock in an amount equal to one hundred percent (100%) of the number of shares of Common Stock so purchased by the subscriber, with an exercise price equal to the per share price of the Common Stock or $0.011 per share, whichever is greater (the “Warrants”, together with the shares of Common Stock subscribed for, the “Securities”).
3.02 The information pertaining to the sales of the Securities pursuant to the Subscription Agreement in Item 1.01 is incorporated herein by reference in its entirety.
blsp-8k_070716.htm
2016-05-048-K2016-05-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.blsp-8k_050416.htm
2016-04-298-K2016-04-298.01 Other Events8.01 On April 27, 2016, our Board of Directors approved and adopted a code of ethics (the “Code of Ethics”).blsp-8k_042916.htm
2016-04-218-K/A2015-12-142.01 Completion of Acquisition or Disposition of Assets2.01 Completion of Acquisition or Disposition of Assets.blsp-8ka_121415.htm
2016-03-298-K2016-03-291.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 Completion of Acquisition or Disposition of Assets.
8.01 Previously, on October 12, 2015, our Board of Directors designated the following three committees of the Board: an audit committee, a finance committee and an administration and management committee.
blsp-8k_032916.htm
2016-02-178-K2016-02-151.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 In February 2016, we conducted an offering (the “Offering”) consisting of (a) up to USD $1,925,000 of our shares of common stock, par value $0.001 per share (“Common Stock”), priced at the closing price for shares of Common Stock, as reported on the OTCQB Venture Marketplace, on the trading day prior to the closing of the Offering, and (b) 5-year warrants to purchase shares of Common Stock in an amount equal to 50% of the number of shares of Common Stock so purchased by the subscriber (the “Warrants”, together with the shares of Common Stock subscribed for, the “Securities”).
3.02 The information pertaining to the sales of the Securities pursuant to the Subscription Agreement in Item 1.01 is incorporated herein by reference in its entirety.
8.01 On February 17, 2016, the Company issued a press release tilted, “BLUE SPHERE COMPLETES ‘AT MARKET’ FINANCING : Blue Sphere Closes on US$1,925,000 in Gross Proceeds from Current Shareholders.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
blsp-8k_021516.htm
2016-01-268-K2016-01-265.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.blsp-8k_012616.htm
2016-01-198-K2015-09-087.01 Regulation FD Disclosure7.01 Regulation FD Disclosure.blsp-8k_090815.htm
2015-12-288-K2015-12-281.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Beginning in November 2015, we conducted an offering (the “Offering”) of up to $3,000,000 of our Senior Debentures (the “Debentures”) and Warrants (the “Warrants”, together with the “Debentures”, the “Securities”) to purchase up to 8,000,000 shares of common stock of the Company, par value $0.001 per share, in proportion pro rata to each Subscriber’s subscription amount relative to the total Offering amount, with 50% of the shares exercisable at a price per share of $0.05 and the other 50% of the shares exercisable at price per share of $0.075.
3.02 The information pertaining to the sales of the Securities pursuant to the Subscription Agreement in Item 1.01 is incorporated herein by reference in its entirety.
8.01 On December 28, 2015, the Company issued a press release tilted, “Blue Sphere Completes Financing: US $3,000,000 Debt Financing to Enhance Working Capital Position.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
blsp-8k_122815.htm
2015-12-178-K2015-12-172.01 Completion of Acquisition or Disposition of Assets2.01 Completion of Acquisition or Disposition of Assets.blsp-8k_121715.htm
2015-10-078-K2015-09-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.blsp-8k_092915.htm
2015-09-118-K2015-09-087.01 Regulation FD Disclosure7.01 Regulation FD Disclosure.blsp-8k_090815.htm
2015-08-248-K2015-08-181.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On August 18, 2015, Blue Sphere Corporation (the “Company”), along with its wholly-owned subsidiary, Eastern Sphere Ltd. (“Eastern”) and Eastern’s wholly-owned subsidiary, BlueSphere Italy, S.r.l.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
blsp-8k_081815.htm
2015-06-178-K2015-06-175.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
7.01 Regulation FD Disclosure.
v413345_8k.htm
2015-05-188-K2015-05-141.01 Entry into a Material Definitive Agreement1.01 On May 14, 2015, we entered into a Share Purchase Agreement with Volteo Energie S.p.A., Agriholding S.r.l., and Overland S.r.l.v410944_8k.htm
2015-04-148-K2015-04-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v407282_8k.htm
2015-02-058-K2015-01-301.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.
1.02 On January 30, 2015, we terminated our amended and restated construction finance agreement dated June 6, 2014 with Caterpillar Financial Services Corporation.
v400500_8k.htm
2015-01-148-K2015-01-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v398725_8k.htm
2014-11-058-K2014-11-031.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v393304_8k.htm
2014-09-028-K2014-08-271.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Between August 27, 2014 and September 2, 2014, we issued convertible promissory notes (the “Notes”) to accredited investors in an aggregate principal amount of up to $580,000 for an aggregate purchase price of $275,000, with a Note in the principal amount of up to $350,000 subject to further funding of up to $240,000 in the discretion of the holder at any time in the future.
2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
3.02 The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
v388211_8k.htm
2014-05-278-K2014-05-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.v379668_8k.htm
2013-12-098-K2013-12-041.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v362521_8k.htm
2013-12-038-K2013-11-263.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.03 The information in Item 5.03 hereof is hereby incorporated herein by reference.
5.03 On November 22, 2013, the Board of Directors and majority of Blue Sphere Corporation’s (the “Company”) stockholders approved an amendment of Blue Sphere Corporation’s Articles of Incorporation effective upon the filing of its Amended and Restated Articles of Incorporation with the Nevada Secretary of State.
v362111_8k.htm
2013-11-048-K2013-10-291.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
v359154_8-k.htm
2012-10-238-K2012-10-231.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v326449_8k.htm
2012-08-238-K2011-07-181.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v322277_8k.htm
2012-07-058-K2012-03-011.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 1, 2012, Registrant entered into and signed an investment agreement with Fidelity Venture Capital Limited, an Israeli company (“Fidelity”), pursuant to which Fidelity has committed to arrange the investment of up to USD 1,000,000 in notes convertible into shares of common stock or more senior equity securities of Registrant (if any) for a period of three and one half years at prices ranging from USD 0.02 cents to USD 0.10 cents per share or a discount of 20% of the then market price of Registrant’s shares depending on when any such conversion is consummated.
3.02 On July 1, 2012, Registrant agreed to issue and transfer to Fidelity approximately 46,000,000 shares of its common stock in order to discharge its obligation to deliver to Fidelity the Incentive Shares described above.
v317796_8k.htm
2012-03-068-K2012-03-013.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 On March 2, 2012, Registrant issued and transferred to Mr. Joshua Shoham 2,000,000 shares of its common stock in exchange for Mr. Shoham’s appointment as chairman of the board of the Registrant for a term of two years.
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
v304796_8k.htm
2012-02-078-K2012-02-063.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 On February 6, 2012, Registrant issued and transferred to Mr. Joshua Shoham 2,000,000 shares of its common stock in exchange for Mr. Shoham’s upcoming service as a director of the Registrant for a term of two years.
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2012-01-178-K/A2012-01-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.v245510_8ka.htm
2012-01-128-K2012-01-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.v245316_8k.htm
2011-10-318-K2011-10-251.01 Entry into a Material Definitive Agreement1.01 On October 25, 2011, Blue Sphere Corp., and its subsidiaries, affiliates, and assigns (“Blue Sphere” or the “Company), entered into a Consulting Agreement (the “Agreement”) with He Mu (the “Consultant”) for business development and project management in China.v238707_8k.htm
2011-10-048-K2011-10-042.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 Pursuant to an agreement between Blue Sphere Corporation (the “Registrant” or the “Company”) and Asher Enterprises, Inc. (“Asher”), Asher agreed to purchase an 8% convertible note (the “Note”) of the Company in the aggregate principal amount of $45,000.00.v236449_8k.htm
2011-09-078-K2011-08-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.v234342_8k.htm
2011-08-228-K2011-08-171.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 Bluesphere Corporation’s (the “Registrant” or the “Company”) Board of Directors approved and allowed management to enter into an Investment Agreement with Centurion Private Equity, LLC (“Centurion”) on August 17, 2011.
3.02 In connection with the Investment Agreement we issued an aggregate of 2,545,055 shares of our common stock to Centurion.
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
8.01 Registrant’s Board of Director has decided to refrain from issuing the registered shares on the S-8 to management until a material milestone has been achieved, such shares shall remain with the Company upon further notice and have not yet been granted to the Company’s management, an aggregate of 13,925,000 shares of Common Stock out of the 18,000,000 that were registered under the S-8 recently filed on August 9, 2011 and incorporated hereto by reference, with the Securities and Exchange Commission remains in Company’s control and will be released and granted to management only upon achieving certain respective milestones at Registrant’s discretion including but not limited access to capital.
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2011-07-298-K2011-07-271.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On July 28th 2011, Bluesphere Corporation’s (the “Registrant” or the “Company”) Board of Directors issued under the terms of the Company’s Global Share Incentive Plan 2010 incorporated hereto by reference from its prior filing some shares of the Company’s common stock to Mssrs.
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2011-07-198-K2011-07-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.zk1110168.htm
2010-06-038-K2010-05-181.01 Entry into a Material Definitive Agreement1.01 On May 18, 2010 we entered into amendment agreements to the original March 3, 2010 employment agreements with Shlomo Palas, Eli Weinberg and Shmuel Keshet to include a subsection with respect to the exercise of their stock options.form8k.htm
2010-05-138-K2010-05-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 6, 2010, Cally Ka Lai Lai and Wei Xiang Zeng resigned from our board of directors.form8k.htm
2010-05-118-K2010-05-034.01 Changes in Registrant's Certifying Accountant4.01 (a) Effective May 3, 2010, Silberstein Ungar, PLLC, formerly Maddox Ungar Silberstein PLLC (“Silberstein”) resigned as our independent principal accountant and we engaged the accounting firm of Brightman Almagor Zohar & Co (“Brightman”) as our new independent registered public accounting firm.form8k.htm
2010-04-238-K2010-04-151.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 15, 2010, we appointed Eliezer Weinberg and Shlomo Palas to our board of directors.form8k.htm
2010-04-148-K2010-04-081.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 8, 2010 we signed a Services Agreement with Alex Werber and appointed him as our Chief Financial Officer.form8k.htm
2010-03-258-K2010-03-251.01 Entry into a Material Definitive Agreement1.01 On March 25, 2010 we announced that we have entered into a memorandum of understanding to take assignment of the rights to negotiate services with a fertilizer plant in Kazakhstan.form8k.htm
2010-03-248-K2010-03-181.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.06 Change in Shell Company Status1.01 The disclosure under Item 2.01 of this current report on Form 8-K is responsive to this item and is hereby incorporated by reference.
2.01 Effective February 22nd, 2010 the Company entered into a project assignment agreement (the “Project Assignment Agreement”) with Carbon MPV Limited (“MPV”) whereby the Company acquired the exclusive rights to perform carbon credit projects on various landfill and mines.
form8k.htm
2010-03-178-K2010-03-161.01 Entry into a Material Definitive Agreement1.01 On March 15, 2010, we took assignment from Carbon MPV Limited, of an agreement to implement a project to reduce nitrous oxide emissions from a nitric acid production plant in Uzbekistan.form8k.htm
2010-03-048-K2010-02-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 During the quarter ended December 31, 2009 Blue Sphere Corp. (“we”, “us”, “our”, “Blue Sphere” or the “Company”) decided to change the Company’s business focus to that of generating revenue from emission reduction through sales of carbon credits, sales of material and byproducts for energy generation, government and other subsidies relating to emission reduction.
3.02 Effective March 3, 2010, we entered into a subscription agreement with one offshore investor whereby we sold 1,000,000 units (“Units”) each comprising of one share of common stock of the Company and one common share purchase warrant (“Warrants”), at a purchase price of $0.50 per Unit, in a non-brokered private placement (the “Private Placement”).
5.01 Effective February 26, 2010, Cally Ka Lai Lai and Wei Xiang Zeng (the “Vendors”) entered into an affiliate stock purchase agreement (the “Stock Purchase Agreement”) with Amir Rachmani, Zetta Services Ltd (“Zetta”). and Ehud Barzily Holdings and Investments Ltd. (“Ehud” and together the “Purchasers”), whereby the Vendors sold, assigned, transferred and delivered a total of 34,800,000 restricted shares of the Company to the Purchasers.
5.02 Effective March 3, 2010, we entered into an employment agreement with Eliezer Weinberg to serve as the Company’s Chairman of the Board of our wholly owned subsidiary for a term of two years.
form8k.htm
2010-02-198-K2010-02-121.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosureg3883.txt
2010-01-198-K2010-01-131.01 Entry into a Material Definitive Agreementg3796.txt