Blue Sphere Corp. (BLSP)

[pba1969]

Entry Into a Material Definitive Agreement

As reported by the Company on our 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 (the “Investor”), an “accredited investor” pursuant to Regulation D, Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant 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.


The "rubber gonna meet the road" pretty soon.