Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2016 - 5:54PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
☐ Form
10-K
|
☐
Form 11-K
|
☐ Form
20-F
|
☒ Form
10-Q
|
☐ Form
N-SAR
|
For Period Ended: September 30, 2016
☐ Transition Report on Form
10-K
|
☐ Transition Report on Form
10-Q
|
☐ Transition Report on Form 20-F
|
☐ Transition Report on Form N-SAR
|
For the Transition Period Ended:
____________
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Blue Sphere Corporation
Full Name of Registrant
Former Name if Applicable
301 McCullough Drive, 4th Floor
Address of Principal Executive Office (S
treet and Number
)
Charlotte, North Carolina 28262
City, State and Zip Code
PART II – RULE 12b-25 (b) AND (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate.)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
The registrant is unable
to file its quarterly report on Form 10-Q for the three-month period ending September 30, 2016 within the prescribed period. The
compilation, dissemination and review of the information required to be presented in the quarterly report on Form 10-Q for the
relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without unreasonable
effort or expense to the registrant. Such difficulties prevent the registrant from filing the report because such information is
integral to the report. The registrant undertakes the responsibility to file such quarterly report on Form 10-Q within the additional
time allowed by this report.
PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Shlomo Palas
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+972 50 779 6794
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(Name)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
|
☒
Yes ☐ No
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(3)
|
Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
|
☒
Yes ☐ No
If so: attach
an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The registrant’s results
of operations will change from the corresponding period for the last fiscal year due to a restatement of the registrant’s
financial statements to account for the registrant’s interests in four biogas plants in Italy using the equity method. The
results of the operations of the four biogas plants were previously consolidated with the results of operations of the registrant.
The registrant’s acquisition of the four biogas plants in Italy is further described in the registrant’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on December 17, 2015, and periodic reports subsequently filed with
the Securities and Exchange Commission.
The registrant has not completed
its restatement of the financial statements for the period covered by the subject report. Therefore, the registrant is not in a
position at this time to provide a reasonable estimate of any anticipated significant changes in the results of operations for
the three-month period ended September 30, 2016.
Blue Sphere Corporation has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 14, 2016
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/s/Shlomi Palas
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By:
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Shlomi Palas
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Title:
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Chief Executive Officer
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