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 December 23, 2015, the Company
completed the only closing of an offering (the Debenture
Offering) with six accredited investors of up to $3,000,000 of
our Senior Debentures (the Debentures) and warrants to purchase
up to 61,544 shares of our Common Stock, in proportion pro rata
to each subscribers subscription amount relative to the total
Debenture Offering amount, with 50% of the warrants exercisable
at a price per share of $6.50 and the other 50% of the warrants
exercisable at price per share of $9.75 (the Debenture Warrants).
On March 24, 2017, the Company and five of the six holders of the
Debentures, representing an aggregate principal balance of
$2,000,000, entered into a First Amendment to Senior Debenture,
thereby amending the Debentures to provide that some or all of
the principal balance, and accrued but unpaid interest thereon,
is convertible into shares of Common Stock at the holders
election, beginning on September 24, 2017.

On May 26, 2017, we entered into a Debenture Refinance and
Purchase Agreement (the Debenture Refinance Agreement) with
Mstead Ltd (Mstead), all original holders of the Debentures, and
Cliffordale Capital, LLC (Cliffordale), individually and as one
of the holders of the Debentures, in order to refinance all of
the Debentures (the Debenture Refinance). to the Debenture
Refinance Agreement, in all cases upon closing, Mstead will
prepay five of the Debentures having an aggregate principal
balance of $2,000,000 and the Company will pay all outstanding
interest to the holders thereof, and in exchange, Mstead will
receive from the Company (i) a Convertible Senior Debenture
having a principal balance of $2,000,000, maturing on December
31, 2018 and bearing interest at eleven percent (11%) per annum
(the Mstead Debenture), convertible into shares of Common Stock
on or after the six-month anniversary of the issuance date at a
conversion price that is the lesser of (a) 80% of the price of
the combined Shares and Warrants in this Offering, less the
closing price of the Warrants on the first day that our
securities are listed on The NASDAQ Capital Market, and (b) 80%
of the volume weighted average price (VWAP), calculated using the
five (5) trading days immediately following the first day that
our securities are listed on The NASDAQ Capital Market (the
Refinance Price Formula); and (ii) a five-year warrant to
purchase up to 150,000 shares of Common Stock at an exercise
price using the Refinance Price Formula (the Mstead Warrant).

Also to the Debenture Refinance Agreement, Cliffordales Debenture
will be terminated, and in exchange Cliffordale will receive (i)
a Convertible Senior Debenture having a principal balance of
$1,000,000 and otherwise containing the Refinance Price Formula
and having same terms as the Mstead Debenture (the Cliffordale
Debenture and together with the Mstead Debenture, the Convertible
Debentures), and (2) a five-year warrant to purchase up to 75,000
shares of Common Stock at an exercise price using the Refinance
Price Formula (the Cliffordale Warrant and together with the
Mstead Warrant, the Debenture Refinance Warrants).

The Debenture Refinance Agreement further provides that Mstead
and Cliffordale will have the right (i) to participate, on a pro
rata basis, in any future equity, convertible or equity linked
financings up to an aggregate maximum of thirty-three percent of
any such financing until such time that either no longer holds
our securities, and (ii) to have the shares of Common Stock
underlying the Convertible Debentures and Debenture Refinance
Warrants registered within six months from the date of purchase,
unless such shares are freely tradable at such time to the
provisions of Rule 144. In addition, Mstead will have the right
to designate a member of our Board, provided that such right of
designation shall terminate if Msteads beneficial ownership in
the Company, on a fully-diluted basis, falls below five percent.

The Convertible Debentures will be secured by a pledge agreement
between the Company and each of Mstead and Cliffordale, whereby
we will pledge as collateral up to 49% of our shares of common
stock in Eastern Sphere, Ltd., our wholly-owned subsidiary (the
Pledge Agreement). The Pledge Agreement further provides that our
obligations under the Debentures rank senior to all other
indebtedness of Blue Sphere Corporation, but are subordinate to
all indebtedness and liabilities of our subsidiaries and
project-level operating entities.

All payments, issuances of securities and other obligations
contemplated above in connection with the Debenture Refinance
Agreement will be made at a closing, to occur within two (2)
business days of the conditions set forth in the Debenture
Refinance Agreement, including, but not limited to, completion of
the Companys listing of its common stock on The NASDAQ Capital
Market and receipt by the Company of at least USD $12 million in
capital, to the Companys public offering of its common stock and
warrants to purchase shares of common stock, as fully
contemplated in the Companys Registration Statement on Form S-1,
as amended, filed with the SEC under Registration No. 333-215110
(the Public Offering).

to the Debenture Refinance Agreement (a) Maxim Group LLC will
receive a placement agent fee equal to five percent (5%) of the
gross amounts refinanced; (b) Mstead will receive a five percent
(5%) cash commitment fee and a five percent (5%) cash structuring
fee, both based on the gross amounts refinanced; and (c)
Cliffordale will receive a ten thousand dollar ($10,000) cash
extension fee. The foregoing fees become payable upon closing of
the Debenture Refinance, and in the case of Mstead will be
payable as an offset against any purchase by Mstead in the Public
Offering.

The foregoing descriptions of the Debenture Refinance Agreement,
Convertible Debentures, Debenture Refinance Warrants and Pledge
Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of the Debenture
Refinance Agreement, form Convertible Debentures, form of
Debenture Refinance Warrants and form of Pledge Agreement filed
as Exhibits 10.1, 10.2, 10.3 and 10.4, 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.

The Company has sold the Securities in a private placement 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
subscribers in the Debenture Refinance 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.

Item 9.01

Financial Statements and Exhibits.

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

(d) Exhibits.

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 00.00 at 3.22 with 559 shares trading hands.