0001079973-17-000539.txt : 20170906 0001079973-17-000539.hdr.sgml : 20170906 20170906164013 ACCESSION NUMBER: 0001079973-17-000539 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170906 DATE AS OF CHANGE: 20170906 GROUP MEMBERS: IBEX ISRAEL FUND 1 LLLP GROUP MEMBERS: IBEX ISRAEL FUND LLLP GROUP MEMBERS: IBEX MICROCAP FUND LLLP GROUP MEMBERS: JUSTIN B BORUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE SPHERE CORP. CENTRAL INDEX KEY: 0001419582 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 980550257 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85379 FILM NUMBER: 171071837 BUSINESS ADDRESS: STREET 1: 301 MCCULLOUGH DRIVE STREET 2: 4TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28262 BUSINESS PHONE: 704-909-2806 MAIL ADDRESS: STREET 1: 301 MCCULLOUGH DRIVE STREET 2: 4TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28262 FORMER COMPANY: FORMER CONFORMED NAME: Blue Sphere Corp DATE OF NAME CHANGE: 20100219 FORMER COMPANY: FORMER CONFORMED NAME: Jin Jie Corp. DATE OF NAME CHANGE: 20071128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ibex Investors LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 FORMER COMPANY: FORMER CONFORMED NAME: Lazarus Management Co LLC DATE OF NAME CHANGE: 20111004 SC 13D/A 1 schedule_13da.htm SCHEDULE 13D/A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Amendment No. 12)

Under the Securities Exchange Act of 1934

Blue Sphere Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

09605C301
(CUSIP Number)

Adam D. Averbach, Esq.
Ibex Investors LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO  80209
(303) 500-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 1, 2017
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☒
 
 
 
 

SCHEDULE 13D
CUSIP No. 09605C301
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
  Ibex Investors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 (a)  ☐
 (b)  ☒
 
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 ☒
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Colorado
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
645,092
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
645,092
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
645,092
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
16.9%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IA
 
 
 
 
 
 
 
2
 
SCHEDULE 13D
CUSIP No. 09605C301
 
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
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 ☐
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
645,092
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
645,092
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
645,092
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
16.9%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN, HC
 
 
 
 
 
 
 
3
 
SCHEDULE 13D
CUSIP No. 09605C301
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Ibex Israel Fund 1 LLLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 (a)  ☐
 (b)  ☒
 
 
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 ☐
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 
4
 
 
SCHEDULE 13D
CUSIP No. 09605C301
 
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
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 ☐
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
559,913
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
559,913
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
559,913
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.7%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 
 
 
5
SCHEDULE 13D
CUSIP No. 09605C301
 
 
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
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 ☐
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
85,179
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
85,179
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
85,179
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.3%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 
 
 
6
 
Explanatory Note
 
 
This Amendment No. 12 amends and supplements the statement on Schedule 13D originally filed by Ibex Investors LLC (“Ibex Investors”), formerly known as Lazarus Management Company LLC, Justin B. Borus, Ibex Israel Fund 1 LLLP (“Ibex Israel 1”), formerly known as Lazarus Israel Opportunities Fund LLLP, Ibex Israel Fund LLLP (“Ibex Israel”), formerly known as Lazarus Israel Opportunities Fund II LLLP and Ibex Microcap Fund LLLP (“Ibex Microcap”), formerly known as Lazarus Investment Partners LLLP.  Ibex Investors, Mr. Borus, Ibex Israel 1, Ibex Israel and Ibex Microcap are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”  Ibex Israel 1, Ibex Israel and Ibex Microcap are collectively referred to as the “Funds.”  A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.  All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.

Item 4.  Purpose of Transaction.

On September 1, 2017, in connection with the creation of a master-feeder fund structure, Ibex Israel 1 transferred 324,754 shares of common stock (“Shares”) and warrants to purchase an additional 96,154 Shares (“Warrants”) of the Issuer into Ibex Israel in exchange for partnership interests in Ibex Israel.

Item 5.  Interest in Securities of the Issuer.

(a)-(e)  Reference is made to Items 7, 9, 11 and 13 of pages 2-6 of this Schedule, which items are incorporated by reference.  The securities reported on this Schedule by Ibex Israel consist of 442,780 Shares and 117,133 Warrants.  The securities reported by Ibex Microcap consist of 67,696 Shares and 17,483 Warrants.  The securities reported by Ibex Investors and Mr. Borus consists of the sums of the Shares and Warrants held by the Funds.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-6 was calculated based on 3,682,762 Shares outstanding as of August 6, 2017 as reported by the Issuer in its 10-Q filed on August 7, 2017.  All securities holdings reported herein reflect a 130-for-1 reverse stock split of the Issuer’s common stock effected by the Issuer on March 24, 2017.

Ibex Investors is the investment adviser of the Funds, and consequently may be deemed to have voting control and investment discretion over securities owned by the Funds. Mr. Borus is the manager of Ibex Investors and 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 or Warrants owned by the Funds.  Each of Ibex Investors and Mr. Borus disclaims beneficial ownership of the Shares and Warrants set forth in this Schedule 13D, except to the extent of its or his pecuniary interests therein and each Fund disclaims beneficial ownership of any Shares and Warrants owned by any other Fund.

On September 1, 2017, in connection with the transaction described in Item 4 above, Ibex Israel 1 transferred 324,754 Shares and 96,154 Warrants to Ibex Israel and, as a result, ceased to be a beneficial owner of more than five percent of the class of securities.


Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
   
Joint Filing Agreement, dated as of September 6, 2017, by and among Ibex Investors LLC, Justin B. Borus, Ibex Israel Fund 1 LLLP, Ibex Israel Fund LLLP and Ibex Microcap Fund LLLP.
 
 
 
 
 
7
 
 
 
SIGNATURE

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

Dated:  September 6, 2017
 

IBEX INVESTORS LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus
 
IBEX ISRAEL FUND 1 LLLP
 
By: Ibex GP LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
IBEX ISRAEL FUND LLLP
 
By: Ibex GP LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 

IBEX MICROCAP FUND LLLP
 
By: Ibex Investors LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 



 
 
 
 
 
 
 
 
8
 EX-99.A 2 ex_a.htm EXHIBIT A

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Blue Sphere Corporation, a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:  September 6, 2017
 
 

IBEX INVESTORS LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
/s/ Justin B. Borus
Justin B. Borus
 
IBEX ISRAEL FUND 1 LLLP
 
By: Ibex GP LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
IBEX ISRAEL FUND LLLP
 
By: Ibex GP LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 

IBEX MICROCAP FUND LLLP
 
By: Ibex Investors LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager