BLUE SPHERE CORP. (BLSP) SPO
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|Company Name||BLUE SPHERE CORP.|
|Company Address||301 MCCULLOUGH DRIVE
CHARLOTTE, NC 28262
|Employees (as of 8/17/2017)||14|
|State of Inc||NV|
|Fiscal Year End||12/31|
|Shares Over Alloted||480,000|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||--|
We estimate that the net proceeds from our issuance and sale of all of the Shares, Pre-Funded Warrants and Warrants in both Offerings will be approximately $8,870,000, based on the initial public offering price of $3.125 per combination of share of Common Stock (or Pre-Funded Warrant (minus $0.01 per Pre-Funded Warrant)) and warrant, after deducting (i) underwriting discounts and commissions from gross proceeds raised in the Underwritten Offering; (ii) placement commissions in connection with the Best Efforts Offering; and (iii) estimated offering expenses payable by us for both Offerings, allocated pro rata in accordance with amounts raised in both Offerings. We expect to use the net proceeds from the Offering for our general corporate purposes and working capital, to fund the development of new and current projects and facilities, to finance project acquisitions, and to repay an outstanding bridge loan of the Company. While we have no current specific plans for the proceeds, if proceeds from the Offering are used toward the repayment of debt of the Company, such proceeds would be applicable toward the October 2016 Note, as amended, which has a current balance of $1,106,000, does not bear interest and matures on the earlier of July 25, 2017 or the third business day after the closing of a public offering. If proceeds are used to finance project acquisitions or new projects and facilities, our new and current projects and facilities in development, as well as proposed project acquisitions. However, until the negotiations for any such projects are finalized and the parties have executed a definitive agreement, there can be no assurance that we will be able to enter into any such transaction, on the terms in the applicable letter of intent or at all, or any other similar arrangement. Below is our estimate of how we expect the proceeds to us from this Offering to be used, assuming gross proceeds raised in assume the receipt of 100% of the proceeds from the firm commitment offering and the sale of 100%, 75%, 50% and 25% of the best efforts offering: Use of Proceeds At 100% At 75% At 50% At 25% Gross proceeds $ 10,000,000 8,750,000 7,500,000 6,250,000 Offering expenses, fees and commissions* $ 1,130,000 1,030,000 930,000 830,000 Net proceeds $ 8,870,000 7,720,000 6,570,000 5,420,000 Working capital project development and operating expenses $ 1,000,000 1,000,000 1,000,000 1,000,000 Project acquisition $ 6,643,218 5,493,218 4,343,218 3,193,218 Unpaid Expenses in connection of listing of the Company’s Common Stock on The NASDAQ Capital Market** $ 120,782 120,782 120,782 120,782 Repayment of outstanding debt $ 1,106,000 1,106,000 1,106,000 1,106,000 * Excludes $176,891 in costs and expenses attributable to the Offerings but previously accrued in connection with the Self-Underwritten Offering. ** Excludes $44,218 of costs and expenses in connection with listing of the Company’s common stock on The NASDAQ Capital Market that were paid prior to the date of this prospectus. However, any proceeds received by the Company may be used for other purposes that our Board or our management, in its good faith, deems to be in the best interest of the Company. Our actual expenditures may vary significantly depending on numerous factors and circumstances, including: . the need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions, changing regulatory requirements and/or new competitive developments; . the existence of other opportunities or the need to take advantage of changes in timing of our existing activities; and/or . if strategic opportunities of which we are not currently aware present themselves, including acquisitions, joint ventures or other similar transactions. From time to time, we evaluate these and other factors and we anticipate continuing to make such evaluations to determine if the existing allocation of capital, including the proceeds of the Offering, is being optimized. No net proceeds will be used to repurchase shares of Common Stock in connection with our Share Repurchase Program.
There are a number of other companies operating in the clean energy and waste-to-energy space, ranging from other project developers to service or equipment providers, buyers and/or investors. Unlike the common market approach in this space (i.e., being solely a project developer, service or equipment provider or a buyer or investor), we seek to provide a one-stop shop, turn-key solution for project development and operation. As described above, our business model is to acquire or develop and manage all aspects of project implementation and sales of the project’s clean energy and by-products. We believe this integrated approach is attractive to project stakeholders and will differentiate us in a positive manner from our competition. We are aware of several competitors in the United States, such as – Harvest Power, Neo Energy, Anaergia, Quasar, CH4 and others. We value these companies, as they are helping to create awareness and credibility for the waste-to-energy space. However, companies in the waste-to-energy industry tend to focus on new or singular technologies, whereas we believe that we have a competitive advantage in being technology agnostic. By having our own technology experts, we are able to focus on finding the best locations where waste is abundant and implementing the best technology for that particular waste stream. The clean energy and waste-to-energy space is intensely competitive and subject to rapid and significant technological change. Many of our competitors and other companies operating in this space have greater financial and other resources than we have. As a result, these companies may be more effective in developing and implementing a business model similar to ours and/or competing with us in any aspect of project implementation and clean energy sales.
We are an international Independent Power Producer (“IPP”) that is active in the global clean energy production and waste-to-energy markets. We aspire to become a key player in these rapidly growing markets by developing or acquiring projects with clean energy technologies, including but not
limited to waste-to-energy facilities that generate clean energy, such as electricity, natural gas, and heat, as well as soil amendment and other by-products. These markets provide tremendous opportunity, insofar as we believe there is a virtually endless supply of waste and organic material that can be used to generate power and valuable by-products. In particular, the disposal of organic material to landfills in most parts of the world is a costly problem with environmentally-damaging consequences. We seek to offer a cost-effective, environmentally-safe alternative. We are currently constructing or operating, or in negotiations to develop, as applicable, nineteen (19) projects related to our strategy of acquisition, development or operations of waste-to-energy facilities, which includes developing projects for which we have entered into nonbinding letters of intent to acquire additional biogas facilities in Italy and to develop and construct waste-to-energy facilities in the United States, the Netherlands, the United Kingdom and Israel. We continue to evaluate a pipeline of similar projects in the pre-development phase in the above listed countries, and we are also evaluating projects in other countries such as the Czech Republic, Poland, Canada and Mexico. We are currently operating the following projects: United States (operating) . Charlotte, NC Waste to Energy Anaerobic Digester 5.2 MW Plant . Johnston, RI Waste to Energy Anaerobic Digester 3.2 MW Plant Italy (operating) . Soc. agr. AGRICERERE srl – Tromello (Blue Sphere Pavia) 999 KW Plant . Soc. agr. AGRIELEKTRA srl – Alagna (Blue Sphere Pavia) 999 KW Plant . Soc. agr. AGRISORSE srl - Garlasco (Blue Sphere Pavia) 999 KW Plant . Soc. agr. GEFA srl – Dorno (Blue Sphere Pavia) 999 KW Plant We currently have entered into definitive agreements to consummate the acquisition of the following projects: Italy (consummating acquisition) . Cantu, Italy. Acquisition of fully operating .990 KW Clean Energy Plant from Pronto-Verde, A.G. . Udine, Italy. Acquisition of fully operating .990KW Clean Energy Plant from Pronto-Verde, A.G. We currently have nonbinding letters of intent to develop/acquire the following projects: United States (negotiating and/or conducting due diligence) . Filer, Idaho. Acquisition of a 4MW Anaerobic Digester Plant . Red Springs, NC. New Construction waste-to-energy Anaerobic Digester 3.0 MW Plant . Wallace, NC. New Construction waste-to-energy Anaerobic Digester 3.0 MW Plant Italy (negotiating and/or conducting due diligence) . Cortona, Italy. Acquisition of fully operating 1.25MW Clean Energy Plants from Pronto-Verde, A.G. . Costa de Nobili, Italy. Acquisition of two fully operating 990 KW each from Rienergy S.r.l The Netherlands (developing and negotiating) . Sterksel, NL. New Construction waste-to-energy Anaerobic Digester 10.0 MW Plant* . Terramass, NL. New Construction waste-to-energy Anaerobic Digester 2.5 MW Plant * On December 8, 2016, Blue Sphere Brabant B.V., a wholly owned subsidiary of the Company in the Netherlands, won a grant to sell renewable gas on a per MWg basis to Rijksdienst voor Ondernemend Nederland (“RVO”) under the Renewable Energy Production Incentive Scheme. The grant provides for the sale of up to 234,466.589 MWh per year, for a maximum total value of the grant equal to €151,934,350.00 (approximately USD $161,642,955) paid over twelve (12) years, from the date the facility begins production. The grant is conditioned upon the following: (1) the construction must be assigned to a supplier (EPC) within one (1) year, with RVO receiving a copy of the assignment; (2) the facility must begin production within four (4) years; (3) notice of any material changes (i.e., in location, receiver, power, required dates, etc.) must be given to RVO; and (4) RVO is entitled to receive an annual progress report of the realization of the facility. The United Kingdom (negotiating and/or conducting due diligence) . Carlton Forest, GB. New Construction waste-to-energy Pyrolysis Plant 7.5MW (electricity) + 10MW (thermal) . Hull, GB. New Construction waste-to-energy Pyrolysis Plant 15MW (electricity) + 15MW (thermal) . Seal Sands, GB. New Construction waste-to-energy Pyrolysis Plant 16MW (electricity) + 23MW (thermal) We are currently negotiating nonbinding letters of intent to develop/acquire the following projects: Italy (negotiating and/or conducting due diligence) . Ostellato, Italy. New Construction of two 1MW Anaerobic Digester Plants with Energy Lab, S.p.A Israel (negotiating and/or conducting due diligence) . Rishon, IL. New Construction of a MRF (Materials Recycling Facility) + a 2.5MW Anaerobic Digester Plant Our strategy is to continue to expand in the future, including through acquisition of additional projects. From time to time, we negotiate, conduct due diligence and enter into nonbinding letters of intent for projects that we are evaluating. However, until due diligence is complete, further negotiations are finalized and the parties have executed a definitive agreement, there can be no assurance that we will be able to enter into any development or acquisition transaction, on the terms in the applicable letter of intent, if any, or at all, or any other similar arrangements. In the case of new construction projects for which we have not entered into definitive agreements, the power output identified herein reflects management’s position, determined based on a review of relevant factors including, but not limited to, pre-existing relationships with purchasers in the region, demand, land and facility space, environmental and engineering analysis, and the availability of feedstock and other sources of input. Furthermore, any such transactions that we do enter into would be subject to the uncertainties regarding our existing projects. --- We are a Nevada corporation. Our principal executive offices are located at 301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262 and our telephone number is (704) 909-2806. We also have office space located at 35 Assuta St. Even Yehuda, Israel 40500. Our web address is www.bluespherecorporate.com.
|Auditor||Brightman Almagor Zohar & Co.|
|Auditor||Brightman Almagor Zohar & Co., a member firm of Deloitte Touc...|
|Company Counsel||Thompson Hine LLP|
|Lead Underwriter||Maxim Group, LLC|
|Transfer Agent||ClearTrust, LLC|
|Underwriter||Chardan Capital Markets LLC|
|Underwriter Counsel||Harter, Secrest and Emery LLP|
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