Blue Sphere Corp. just filed a prospectus, suggesting it plans to soon issue some securities

Blue Sphere Corp. just came out with a new prospectus, available here. This is an SEC requirement for firms looking to issue certain types of securities. An excerpt of the prospectus is provided below:

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the common stock by the selling security holders pursuant to this prospectus. The selling security holders named herein will receive all proceeds from the sale of the shares of our common stock in this offering. Please see the prospectus section titled “Selling Security Holders”. We will pay all expenses (other than transfer taxes) of the selling security holders in connection with this of fering.

 

 

CAPITALIZATION

 

The following table sets forth our capitalization as of September 30, 2015 and June 30, 2016. The table should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus:

 

DETERMINATION OF THE OFFERING PRICE

 

The selling security holders will offer their shares at prevailing market or privately negotiated prices, in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale. The selling security holders will receive all proceeds from the sale of the common stock. However, we may receive up to $3,759,333 in gross proceeds from the exercise of the outstanding Offering Warrants. Our common stock is currently listed for quotation on the OTCQB® Venture Marketplace under the symbol “BLSP.”

 

MARKET FOR COMMON STOCK

 

Our common stock is quoted on the OTCQB® Venture Marketplace under the symbol “BLSP”. Trading in our common stock has historically lacked consistent volume, and the market price has been volatile.

 

The following table presents, for the periods indicated, the high and low sales prices of the Company’s common stock, and is based upon information provided by the OTCQB® Venture Marketplace. These quotations below reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

 

 

The last reported sale price of the Company’s common stock as of August 12, 2016 was $0.07 per share.

 

 

As of August 12, 2016, 1,750,000,000 shares of common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, $0.001 par value, in one or more series and with such rights, preferences and privileges as our Board of Directors may determine, have been authorized. As of August 12, 2016, there were 261,776,552 shares of our common stock issued and outstanding, and no shares of our preferred stock were issued and outstanding.

 

As of August 12, 2016, there were 140 holders of record of the Company’s common stock, per the listing of shareholders maintained by the Company’s transfer agent. This number does not include beneficial owners whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 

As of August 12, 2016, there were 261,776,552 shares of our common stock issued and outstanding and 35,766,669 shares of common stock issuable upon the exercise of the Offering Warrants. In addition, on the same date, 8,214,676 shares of our common stock, vested and unvested, are outstanding pursuant to stock grants or upon the exercise of options under our Equity Incentive Plan, options to purchase up to 3,175,000 shares of our common stock have been granted under our 2014 Incentive Plan but not issued, and 23,223,498 shares of our common stock are issuable upon exercise of our currently outstanding convertible notes and warrants, which are not included in this offering.

 

Including the Offering Warrants, our outstanding warrants have an average exercise price of $0.070 per share and expire on dates ranging from January 30, 2019 to July 25, 2021. All issued options which were issued under our 2010 Equity Incentive Plan referenced above have an exercise price of $0.576 per share and expire on April 30, 2018. All options granted under our 2014 Incentive Plan but not issued will have an exercise price of $0.14 per share and expire on February 24, 2020, if issued.

 

DIVIDEND POLICY

 

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to fund ongoing operations and the future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

 

THE STOCK OFFERINGS 

 

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

General form for registration of securities under the Securities Act of 1933 - July 24, 2017
Entry Into a Material Definitive - July 19, 2017
Entry Into a Material Definitive - July 14, 2017
Blue Sphere Corp.'s Executive Vice President just picked up 6,539 shares - July 11, 2017
Entry Into a Material Definitive - July 6, 2017

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