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 reported by the Company on our Current Report on Form 8-K
filed on October31,2016 , on October25,2016, the Company
completed a private placement of its securities to JMJ Financial
(the Investor), an accredited investor to Regulation D, Rule 501
of the Securities Act of 1933, as amended (the Securities Act).
to a securities purchase agreement between the parties (the SPA),
the Company agreed to issue shares of our common stock, $0.001
par value per share (Common Stock), equal to 25% of the borrowed
Note Principal (Origination Shares), a note and warrants, in
exchange for up to USD$1,000,000 (the Note Principal). The
Origination Shares are issuable on the fifth trading day after
the pricing of a public offering, but in no event later than
April 15, 2017. In accordance with the specified installment
schedule, the Company issued to the Investor a non-interest
bearing USD$1,053,000 Promissory Note (the Note), with a balance
reflecting the Note Principal plus an approximate 5% origination
fee and warrants.

On February15,2017, Blue Sphere and the Investor made an
amendment to the SPA to include a provision limiting the number
of Origination Shares to be issued to a number no greater than
9.99% of the total number of shares of Common Stock issued and
outstanding after such issuance. As reported on our Current
Report on Form 8-K filed on March7,2017, the Company received the
third installment of the Note Principal on February15,2017 and by
letter agreement dated March1,2017, the Investor agreed to extend
specified milestone dates contained in the events of default
under the Note and warrants.

On March14,2017, Blue Sphere and the Investor entered into
Amendment No. 2 to the SPA and Note (AmendmentNo. 2), to increase
the principal loan under the SPA and the Note by USD $500,000, to
an aggregate principal amount of up to USD $1,500,000 (the
Amended Principal Loan). to Amendment No. 2, the Company agreed
to (i)increase the number of Origination Shares proportionately
up to the Amended Principal Loan; (ii)amend the Note to reflect
the Amended Principal Loan, plus an aggregate origination fee of
USD $79,500, for a total Note balance of up to USD $1,579,500;
and (iii) issue warrants to purchase shares of Common Stock equal
to 100% coverage upon receipt of each payment made by the
Investor toward the Amended Principal Loan.

On March 14,2017, we received the fourth installment under the
Note in the amount of USD $250,000 and issued a five(5) year
warrant to purchase 3,333,333 shares of Common Stock in
accordance with the SPA (the Warrant). The Warrant is exercisable
for five (5) years from the date of issuance, includes an option
by which the holder may exercise the Warrant by means of a
cashless exercise, and includes weighted-average price adjustment
and anti-dilution terms. The exercise price per share of Common
Stock under the Warrant will be the lesser of (i) 80% of the per
share price of Common Stock in a public offering; (ii) $0.075 per
share (the deemed aggregate exercise price); (iii) 80% of the
offering price in a public offering; or (iv) the exercise price
of any warrants issued in a public offering.

The foregoing description of the Warrant and AmendmentNo.2 does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Warrant and AmendmentNo.2 filed
as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.

The Company is providing this report in accordance with Rule 135c
under the Securities Act, and the notice contained herein does
not constitute an offer to sell the Companys securities, and is
not a solicitation for an offer to purchase the Companys
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 3.02

Unregistered Sales of Equity Securities

The information pertaining to the sales of the securities to the
SPA in Item 1.01 is incorporated herein by reference in its
entirety.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current
Report on Form 8-K:

(d) Exhibits.

10.1

Form of Securities Purchase Agreement, Promissory Note and Common
Stock Purchase Warrant. (1)

10.2

Amendment #2 to the Securities Purchase Agreement and to the
$1,053,000 Promissory Note, dated March14,2017, by and between
Blue Sphere Corporation and JMJ Financial.*

*

Filed herewith.

(1)

Incorporated by reference to our Current Report on Form 8-K on
October31,2016.

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.

Blue Sphere Corporation (OTCMKTS:BLSP) Recent Trading Information

Blue Sphere Corporation (OTCMKTS:BLSP) closed its last trading session up +0.0020 at 0.0440 with 248,292 shares trading hands.