UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2015
Commission File Number: 001-36532
Sphere 3D Corp.
240 Matheson Blvd. East
Mississauga, Ontario, Canada, L4Z
1X1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
[ ] Form
20-F [X] Form 40-F
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
[ ] Yes [X] No
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b):
The information contained in this Form 6-K is incorporated by
reference into, or as additional exhibits to, as applicable, the registrants
outstanding registration statements.
On September 11, 2015, Sphere 3D Corp. (the Company)
amended the Warrant to purchase common shares, no par value of the Company
exercisable in connection with purchase price adjustments under the Asset
Purchase Agreement, dated as of August 10, 2015, by and among the Company,
Overland Storage, Inc., a California corporation and wholly-owned subsidiary of
the Company, and Imation. Corp., a Delaware corporation.
The foregoing description of the Amendment to Warrant to
Purchase Common Shares does not purport to be complete and is qualified in its
entirety by reference to the Amendment to Warrant to Purchase Common Shares, the
form of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
SUBMITTED HEREWITH
Exhibits
SIGNATURE
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, thereunto duly authorized.
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SPHERE 3D CORP. |
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Date: September 15, 2015 |
/s/
Kurt Kalbfleisch |
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Name: Kurt Kalbfleisch |
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Title: Chief Financial Officer
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AMENDMENT TO WARRANT TO PURCHASE COMMON SHARES
This AMENDMENT TO WARRANT TO PURCHASE COMMON SHARES
(this Amendment) is entered into as of September 11, 2015 by and
between Sphere 3D Corp., an Ontario corporation (the Company), and
Imation Corp., a Delaware corporation (the Holder).
A. The Company issued to the Holder
that certain Warrant to Purchase Common Shares on August 10, 2015 (the
Warrant).
B. The Company and the Holder desire to
amend the Warrant as set forth in this Amendment.
The parties, each intending to be legally bound, agree as
follows:
1. Amendment to the Definition of
Actual Sales Price. The definition of Actual Sales Price set forth
in Section 9(b) of the Warrant is replaced in its entirety with the following:
Actual Sales Price means the aggregate amount of
consideration (in any form) received in connection with or as a result of the
sale of all of the Initial Shares to any Person or Persons (other than an
Affiliate of Holder) in an arms length transaction or series of arms length
transactions, before taking into account any sales commissions, taxes, fees,
offsets or deductions relating thereto.
2. Amendment to the Definition of
Minimum Sales Price. The definition of Minimum Sales Price set forth
in Section 9(h) of the Warrant is replaced in its entirety with the following:
Minimum Sales Price means US$4,900,000, plus an amount
equal to the amount not paid by Overland Storage, Inc., a California corporation
(Overland), or one of its Affiliates to the Holder, as of the
Liquidation Date in connection with any Approved Purchase Order (as that term is
defined in Schedule A of that certain Transition Services Agreement, dated as of
August 10, 2015, by and between Overland and the Holder, as amended (the
Transition Services Agreement)) pursuant to Schedule A of the
Transition Services Agreement.
3. No Other Changes.
Except as specifically set forth in Section 1 of this Amendment, the Warrant
shall remain unchanged and shall continue in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
SPHERE 3D CORP.
By:_______________________________________________
Name:
Title:
IMATION CORP.
By:_______________________________________________
Name:
Title:
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