Report of Foreign Issuer (6-k)
March 30 2016 - 4:48PM
Edgar (US Regulatory)
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
March, 2016
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 [ ] No [X]
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 registrant's
outstanding registration statements.
Legality Opinions
A copy of the opinion of Stikeman Elliot LLP related to the legality of the issuance and sale of 30,000 common shares and 30,000 common shares issuable upon exercise of the warrants
issued pursuant to (i) certain subscription agreements (the "Subscription
Agreements"), dated December 15, 2015, by and between Sphere 3D Corp. (the
"Company"), on the one hand, and certain investors party thereto, on the other hand, and (ii) the Company’s Registration Statement
(the "Registration Statement") on Form F-3 (Registration Statement No. 333-206357) is attached hereto as Exhibit 5.1. A copy of the opinion of O’Melveny & Myers LLP related to the legality of the warrants
issued pursuant to the Subscription Agreements and the Registration Statement is attached hereto as Exhibit 5.2.
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: March 30, 2016
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/s/
Kurt Kalbfleisch
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Name: Kurt Kalbfleisch
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Title: Chief Financial Officer
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