Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

As previously reported, on February 21, 2018, the Company and JMJ Financial (the “Investor”) amended the Promissory Note, dated as of October 24, 2016 (as amended, the “Note”), such that the principal sum of the Note was increased to USD $4,212,000 and the amount of consideration payable under the Note was increased to USD $4,000,000. As previously reported, the Company had issued to the Investor seven (7) warrants, dated October 24, 2016, December 20, 2016, February 14, 2017, March 14, 2017, April 13, 2017, May 11, 2017, and June 7, 2017 (as amended, the “Warrants”), to purchase shares of the Company’s common stock, $0.001 per share (“Common Stock”), and in connection with the additional investment, dated February 22, 2018, the Company issued to the Investor an additional Warrant to purchase up to 625,000 shares of Common Stock.

On or about March 14, 2018, the Investor invested an additional USD $500,000 under the Note, thereby increasing the aggregate outstanding principal sum advanced under the Note to USD $2,632,500 (including the original issue discount of 5.3%). In connection therewith, the Company issued to the Investor an additional Warrant, dated March 14, 2018, to purchase up to 312,500 shares of Common Stock.

The foregoing descriptions of the Note, the Warrants and amendments to the Note and related documents are not complete and are qualified in their entirety by reference to the full text of the Note, the Warrants and amendments to the Note and related documents, copies of which are filed as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14 and 10.15, respectively (with the Amendments filed as Exhibits 10.6 through 10.15 in chronological order), to the Original Report, and are incorporated by reference herein.

The Company is providing this report in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. The securities offered have not been registered under the Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The Company has sold the securities in a private transaction in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder since, among other things, the above transaction did not involve a public offering. Additionally, the Company relied on similar exemptions under applicable state laws. The Holders had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. Upon issuance, the resale of the securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Blue Sphere Corporation (OTCMKTS:BLSP)

Blue Sphere Corporation is a global clean energy company. The Company develops, manages and owns waste-to-energy and other renewable energy projects. It is an international build, own and operate company (BOO) active around the world in the clean energy production and organics to energy markets. The Company is focused on approximately 10 projects related to the construction, acquisition or development of biogas facilities. It is carrying out a range of waste-to-energy projects around the world with capacities ranging between 1 to 5 megawatts. It has a waste to energy anaerobic digester of approximately 5.2 megawatts plant in Charlotte, North Carolina. The Company operates a waste to energy anaerobic digester of approximately 3.2 megawatts plant in Johnston, Rhode Island. The Company has a waste to energy anaerobic digester of approximately five megawatts plant in Ramat Chovav, Israel. As of September 30, 2015, the Company had not generated any revenues.