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:
| £ Transition Report on Form 10-K | S Transition Report on Form 10-Q |
|
£ Transition Report on Form 20-F
|
£ Transition Report on Form N-SAR |
For the Transition Period Ended: December 31, 2015
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 (Street 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.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| S | (b) | 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 |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
The registrant is unable to file its transition report on Form 10-Q for the transition period ending December 31, 2015 within the prescribed period. The compilation, dissemination and review of the information required to be presented in the transition 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 transition report on Form 10-Q within the additional time allowed by this report.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Shlomo Palas | +972 50 779 6794 | |
| (Name) | (Telephone Number) |
(2) 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).
S Yes £ No
(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?
S 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, among other things, the registrant’s acquisitions of the share capital of four biogas plants in Italy, as further described in the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2015. However, the registrant has not completed its 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 December 31, 2015 compared to the three month period ended December 31, 2014.
Blue Sphere Corporation has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 17, 2016 | /s/ Shlomo Palas | |
| By: | Shlomo Palas | |
| Title: | Chief Executive Officer |