Entry Into a Material Definitive

As reported by the Company on its Current Report on Form 8-K filed on October 31, 2016, on October 25, 2016 the Company completed a private placement of its securities to JMJ Financial, an accredited investor, thereby agreeing to issue shares of our common stock, $0.001 par value per share (Common Stock), a note and warrants, in exchange for up to USD $1,000,000 (the Note Principal) in accordance with the specified installment schedule. On October 25, 2016, the Company issued to the investor (i) a non-interest bearing six (6) month promissory note in the amount of the Note Principal plus approximately five percent (5%) of the actual Note Principal (the Note), and (ii) a five (5) year warrant to purchase up to 6,666,666 shares of Common Stock (the First Warrant). On December 2 0, 2016, the Company received the second 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 (the Second Warrant). On February 15, 2017, the Company received the third 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 (together with the First Warrant and the Second Warrant, the Warrants).

By letter agreement on March 1, 2017, JMJ Financial agreed to extend specified milestone dates contained in the events of default under the Note and the Warrants, whereby JMJ Financial conditionally agreed to waive any such default in connection with meeting such original dates, except to the extent of damages, fees, penalties, liquidated damages, or other amounts or remedies otherwise resulting from such default, if we trigger an event of default or breach any terms of the Note and the Warrants subsequent to the letter agreement (the JMJ Letter Agreement). Specifically, JMJ Financial agreed to extend (i) the date to receive conditional approval from The NASDAQ Capital Market from February 28, 2017 to March 31, 2017 and (ii) the date upon which a reverse split of our Common Stock will become effective from March 15, 2017 to April 15, 2017.

The foregoing description of the JMJ Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the JMJ Letter Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

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

JMJ Letter Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Blue Sphere Corporation

Date:March 7, 2017

By:

/s/ Shlomi Palas

Name:

Shlomi Palas

Title:

President and Chief Executive Officer

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Other recent filings from the company include the following:

Entry Into a Material Definitive - March 20, 2017
General form for registration of securities under the Securities Act of 1933 - March 7, 2017
Justin Keener S.S. OR just provided an update on share ownership of Blue Sphere Corp. - Feb. 23, 2017
Blue Sphere Corp. director just picked up 747,385 shares - Feb. 22, 2017

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