Filing Details

 

 

Blue Sphere Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09605C301

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

 

 

1	NAMES OF REPORTING PERSONS
	JUSTIN B. BORUS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			645,091
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			645,091
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	645,091
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN/HC

 

 

1	NAMES OF REPORTING PERSONS
	IBEX MICROCAP FUND LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			85,177
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			85,177
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	85,177
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	IBEX ISRAEL FUND LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			559,914
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			559,914
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	559,914
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

Item 1.

Item 2.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 5 of this Schedule, which Items are incorporated by reference herein.

The securities reported on this Schedule consist of 67,694 shares of common stock and warrants to purchase an additional 17,483 shares of common stock held by Ibex Microcap.  The securities reported on this Schedule 13G that are held by Ibex Israel consists of 442,781 shares of common stock and warrants to purchase an additional 117,133 shares of common stock.  Ibex Investors is the investment adviser of Ibex Israel and Ibex Microcap, and consequently may be deemed to have voting control and investment discretion over the securities owned by Ibex Israel and Ibex Microcap.  Justin B. Borus is the manager of Ibex Investors.  As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Ibex Investors.  The foregoing should not be construed in and of itself as an admission by Ibex Investors or Mr. Borus as to beneficial ownership of the shares owned by Ibex Israel or Ibex Microcap.  Each of Ibex Investors and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13G except to the extent of its or his pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of pages 2-5 was calculated based on 3,725,980 shares of common stock outstanding as of November 20, 2017 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 20, 2017.

Not Applicable.

Not Applicable.

Not Applicable.

 

 

Not Applicable.

Not Applicable.

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 2, 2018

 

Exhibit A – Joint Filing Undertaking

 

 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated:  February 2, 2018