UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~April~~Date 5,of ~~2018~~Report (~~April~~Date 1of earliest event reported): September 12, 2018)

Date of Report (Date of earliest event reported)

Blue Sphere Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-55127		98-0550257
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 McCullough Drive, 4th Floor, Charlotte, North Carolina 28262

(Address of principal executive offices) (Zip Code)

704-909-2806

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

AsItem ~~used~~1.01 inEntry ~~this~~into ~~Current~~a ~~Report,~~Material ~~all~~Definitive references to the terms “we”, “us”, “our”, “Blue Sphere” or the “Company” refer to Blue Sphere Corporation and its wholly-owned subsidiaries, unless the context clearly requires otherwiseAgreement.

~~Item~~On 5September 12, 2018, the Company entered into and signed a loan agreement with its chief executive officer, Shlomo Palas (“Shlomi”), pursuant to which Shlomi agreed to lend the Company in New Israeli Shekels in an amount equivalent to about US $ 150,000 for a period of up to 60 days from the date of granting the loan and in any case no later than November 6, 2018 whichever is earlier.02 The loan will not bear interest.

~~Departure~~The ofloan ~~Directors~~will orbe ~~Certain~~used ~~Officers;~~by ~~Election~~the ofCompany ~~Directors;~~for ~~Appointment~~working capital, including payment of ~~Certain~~salaries ~~Officers;~~and ~~Compensatory~~amounts ~~Arrangements~~owed ofto ~~Certain Officers~~third-party service providers.

~~Effective~~The ~~April~~loan 1,shall ~~2018~~be a senior secured obligation of the company, ~~Mr.~~with ~~Ran~~priority ~~Daniel~~over ~~resigned~~all ~~from~~indebtedness ~~his~~of ~~position~~the ascompany (unless such indebtedness is a senior secured obligation of the ~~Company’s~~company ~~Chief~~or ~~Financial~~contains ~~Officer.~~a ~~Mr.~~covenant ~~Daniel~~against ~~will~~issuing ~~continue~~senior secured indebtedness, in which case the loan shall be junior to ~~provide~~such ~~transitional~~indebtedness). ~~support~~The obligations of the company under the agreement are secured pursuant to the terms of this agreement and ~~financial~~such security interest includes but is not limited to all of the assets of the company and ~~reporting~~its ~~services~~subsidiaries. So long as anthe ~~advisor~~company toshall have any obligation under the ~~Company~~agreement, the company shall not (directly or indirectly through ~~April~~any subsidiary ~~30,~~or ~~2018~~affiliate) incur or suffer to exist or guarantee any indebtedness that is senior to or pari passu with (in priority of payment and performance) the company’s obligations under the loan agreement.

The ~~Company’s~~company ~~Board~~granted, ofpledged, ~~Directors~~and ~~appointed~~assigned ~~Mr.~~for ~~Yossi~~the ~~Keret~~benefit toof ~~serve~~Shlomi asand ~~the~~created ~~Company’s~~in ~~Chief~~favor ~~Financial~~of ~~Officer~~Shlomi ~~effective~~a security interest in and to asall of ~~April~~the 1company's right, ~~2018~~title, and ~~approved~~interest in, to, and ~~authorized~~under ~~the~~all ~~Company~~assets toand ~~enter~~all ~~into~~personal property of the ~~CFO~~company ~~Agreement~~and ~~(defined~~its subsidiaries, ~~below)~~whether ~~with~~now ~~Mr.~~or ~~Keret.~~hereafter existing, or now owned or hereafter acquired.

~~The~~Failure ~~Company~~to ~~entered~~repay ~~into a Services Agreement dated as of April 1, 2018 (~~the ~~“CFO~~loan ~~Agreement”)~~on ~~with Mr. Keret to serve as~~ its ~~Chief~~date ~~Financial~~of ~~Officer.~~repayment ~~The CFO Agreement provides that Mr. Keret~~ will ~~serve~~be ~~for~~considered an ~~initial~~event ~~term~~of ~~beginning~~default ~~April 1, 2018 and ending on April 1, 2020 (the “Initial Term”), which may be renewed~~ by the ~~mutual agreement of Mr. Keret and the~~ Company ~~for additional one (1) year periods following the Initial Term~~. Mr. Keret’s responsibilities under the CFO Agreement will include those customarily associated with such position to be provided on a full-time basis, including reporting responsibilities under applicable federal, state and local laws and regulations.

~~The~~In ~~CFO Agreement provides that Mr. Keret will receive~~ an ~~initial~~event ~~base salary~~ of ~~$16~~default,~~000~~ ~~per~~the ~~month,~~Company ~~and~~will apay ~~stipend~~Shlomi ~~for vehicle expenses equal to~~ $~~1,500~~200 per ~~month, payable in New Israeli Shekel (NIS) at an exchange rate no lower than 3.5 NIS to 1 USD. Mr. Keret’s base salary will be subject to adjustment~~ each ~~year~~day ~~following the Initial Term, upon mutual agreement~~ of ~~the~~payment ~~parties~~delay. The base salary is Mr. Keret’s sole compensation under the CFO Agreement; however, the Company may, in its sole discretion, award bonuses or other compensation to Mr. Keret from time to time. Further, Mr. Keret is entitled to receive incentive equity compensation under the Company’s 2016 Stock Incentive Plan, or any successor plan which may be adopted by the Company’s Board of Directors.

~~Subject~~Item ~~to other customary terms and conditions of such agreements, Mr~~2.03 ~~Keret~~Creation ~~shall not, during the term~~ of ~~the CFO Agreement or for twelve (12) months thereafter, work for or obtain~~ a ~~financial~~Direct ~~interest~~Financial inObligation ~~a direct competitor of the Company~~ or ~~solicit~~an ~~the~~Obligation ~~Company’s employees,~~under ~~consultants~~an orOff-Balance ~~customers.~~Sheet ~~Further,~~Arrangement ~~the CFO Agreement may be terminated by any party with 90 days’ prior written notice, or by the Company immediately for cause or in the event~~ of ~~the death or disability of Mr. Keret. Under the CFO Agreement, termination for cause includes (i) the filing and conviction of any indictment for any crime, felony or offense in any jurisdiction; (ii)~~ a breach of any of the material terms or conditions of the CFO Agreement not cured within fourteen (14) days; (iii) any negligent, fraudulent or bad faith act or omission concerning or toward the Company, or any act or omission designed to harm the Company; (iv) any act of fraud or embezzlement of funds of the Company; or (v) falsification of the Company’s records or reports or any other willful misconductRegistrant.

The ~~foregoing~~information ~~summary~~set offorth ~~the~~in ~~CFO~~Item 1.01 ~~Agreement does not purport to be complete and~~ is ~~subject~~incorporated ~~to, and qualified in its entirety~~ by, ~~the full~~reference ~~text~~into ofthis ~~the CFO Agreement, which is filed as Exhibit 10~~Item 2.~~1 hereto, and incorporated herein by reference~~03.

~~The~~Item ~~business experience of Mr~~9.01 ~~Keret~~Financial isStatements ~~set~~and ~~forth below:~~Exhibits.

Yossi Keret - Since April 1, 2018, Mr. Keret has served as the Company’s Chief Financial Officer. From August 2015 to October 2017, Mr. Keret served as the Chief Executive Officer, Managing Director and as a Director of Weebit-Nano Ltd. (~~ASX:WBT~~d)~~. From~~ October 1996 to October 2015, Mr. Keret served as the Chief Financial Officer of numerous public and private companies, including Eric Cohen Books Ltd. & Burlington English Ltd., Daimler Financial Services Israel Ltd., Pluristem Life Systems Inc. (NASDAQ:PST), M.L.L Software and Computers Industries Ltd. (TASE:MLL), and Top Image Systems Ltd. (NASDAQ:TISA). Mr. Keret commenced his career at Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young International. Mr. Keret has served on the Board of Directors of Wize Pharma Inc. since November 2017. Mr. Keret holds a B.A. from Haifa University in Economics and Accounting and is a Certified Public Accountant in Israel. Our Board of Directors believes Mr. Keret’s qualifications to serve as our Chief Financial Officer include his extensive chief executive, chief financial executive and board experience, and his expertise in reporting and finance-related activities for international operations.Exhibits

~~Mr.~~The ~~Keret~~following ~~has~~exhibits noare ~~direct~~furnished oras ~~indirect~~part ~~material interest in any transaction required to be disclosed pursuant to Item 404(a)~~ of ~~Regulation S-K,~~this ~~has~~Current noReport ~~family~~on ~~relationships~~Form ~~required to be disclosed pursuant to Item 404(d) of Regulation S~~8-K~~, and, except as otherwise described herein, the Company has not entered into or adopted a material plan or arrangement to which such officer participates or is a party.~~:

~~Item 9~~10.011 Shlomo Palas Loan Agreement dated September 12, 2018

~~Financial Statements and Exhibits.~~SIGNATURE

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

10.1 Services Agreement, effective as of April 1, 2018, between Mr. Yossi Keret and the Company.

	BLUE SPHERE CORPORATION


Date: September 13, 2018	By:	/s/ Shlomi Palas
		Shlomi Palas
		Chief Executive Officer

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: April 5, 2018	By:	/s/ Shlomi Palas
		Shlomi Palas
		President and Chief Executive Officer

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