(Amendment No. __)*
Ralph W. Norton, Esq.
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1
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names of reporting persons
THREED CAPITAL INC.
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2
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check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
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3
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sec use only
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4
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source of funds (S
ee
Instructions
)
WC
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5
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check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
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6
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citizenship or place
of organization
ONTARIO, CANADA
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7
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sole voting power
0
See Items 2 and 5)
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number
of
shares
beneficially
owned
by
each
reporting
person
with
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8
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shared voting power
2,200,000
(See Items 2 and 5)
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9
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sole dispositive power
0
(See items 2and 5)
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10
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shared dispositive power
2,200,000
(See Items 2 and 5)
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11
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aggregate amount beneficially
owned by each reporting person
2,200,000
(See Items 2 and 5)
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12
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check if the aggregate
amount in row (11) excludes certain shares
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13
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percent of class represented
by amount in row (11)
2.8%
(See items 2 and 5)
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14
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type of reporting person
(S
ee Instructions
)
CO
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1
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names of reporting persons
SHELDON INWENTASH
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2
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check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
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3
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sec use only
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4
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source of funds (S
ee
Instructions
)
PF
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5
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check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
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6
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citizenship or place
of organization
ONTARIO, CANADA
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7
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sole voting power
6,594,100
(See Items 2 and 5)
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number
of
shares
beneficially
owned
by
each
reporting
person
with
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8
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shared voting power
2,200,000
(See Items 2 and 5)
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9
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sole dispositive power
6,594,100
(See items 2and 5)
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10
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shared dispositive power
2,200,000
(See Items 5)
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11
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aggregate amount beneficially
owned by each reporting person
8,794,100
(See Items 2 and 5)
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12
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check if the aggregate
amount in row (11) excludes certain shares
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13
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percent of class represented
by amount in row (11)
10.6%
(See items 2 and 5)
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14
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type of reporting person
(S
ee Instructions
)
IN
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1
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names of reporting persons
LYNN
FACTOR
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2
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check the appropriate
box if a member of a group (S
ee Instructions
)
(a)
¨
(b)
x
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3
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sec use only
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4
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source of funds (S
ee
Instructions
)
PF
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5
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check if disclosure of
legal proceedings
is required pursuant
to items
2(d) or 2(e)
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6
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citizenship or place
of organization
ONTARIO, CANADA
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7
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sole voting power
11,184,500
(See Items 2 and 5)
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number
of
shares
beneficially
owned
by
each
reporting
person
with
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8
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shared voting power
0
(See Items 2 and 5)
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9
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sole dispositive power
11,184,500
(See items 2and 5)
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10
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shared dispositive power
0
(See Items 2 and 5)
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11
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aggregate amount beneficially
owned by each reporting person
11,184,500
(See Items 2 and 5)
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12
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check if the aggregate
amount in row (11) excludes certain shares
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13
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percent of class represented
by amount in row (11)
13.2%
(See items 2 and 5)
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14
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type of reporting person
(S
ee Instructions
)
IN
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Item 1. Security and Issuer.
The title of the class of equity securities
to which this statement relates is common shares without par value (the “
Common Shares
”) of Sphere 3D Corp.,
a corporation formed under the laws of the Province of Ontario, Canada (the “
Company
”). The address of the principal
executive offices of the Company is 240 Matheson Blvd. East, Mississauga, Ontario, Canada L4Z 1X1.
Item 2. Identity and Background.
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(a)-(c)
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This Schedule 13D is being
filed by: (i) ThreeD Capital Inc. (“
ThreeD
”), a corporation formed
under the Canada Business Corporations Act with a principal business address of 69 Yonge
Street, Suite 1010, Toronto, ON, M5E 1K3, (ii) Sheldon Inwentash (“
Inwentash
”),
the Chief Executive Officer of ThreeD, having his principal place of business at 69 Yonge
Street, Suite 1010, Toronto, ON, M5E 1K3 and (iii) Lynn Factor (“
Factor
”),
a self-employed entrepreneur, residing at 126 Old Forest Hill Road, Toronto, ON, M5P
2R9. Inwentash and Factor are husband and wife. ThreeD, Inwentash and Factor are collectively
referred to herein as the “
Reporting Persons
”.
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(d)
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During the past five years, none of ThreeD, Inwentash or Factor and, to ThreeD and Inwentash’s
knowledge, none of the directors or executive officers of ThreeD, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
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(e)
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During the past five years, none of ThreeD, Inwentash or Factor and, to ThreeD and Inwentash’s
knowledge, none of the directors or executive officers of ThreeD, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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(f)
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Each of ThreeD, Inwentash and Factor is a Canadian citizen. The name, citizenship, business address,
principal business occupation or employment of each of the directors and executive officers of ThreeD are set forth on
Annex
A
hereto.
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Item 3.
Source and Amount of Funds and Other Consideration.
On January 24, 2017, ThreeD,
Inwentash and Factor purchased an aggregate of 6,025,000 Units (the “
Units
”), from the Company in a private
placement at a price of $0.30 per Unit. Each Unit consisted of one Common Share and one warrant from each of two series of warrants.
The first series of warrants (referred to herein separately as the “
A Warrants
”) consists of warrants that are
each exercisable to purchase one Common Share and have an exercise price of U.S. $0.40 per share, a one-year term, and are exercisable
in whole or in part at any time prior to expiration. The second series of warrants (referred to herein separately as the “
B
Warrants
” and, together with the A Warrants, as the “
Warrants
”) consists of warrants that are each
exercisable for one Common Share and have an exercise price of U.S. $0.55 per share, a five-year term, and are exercisable in whole
or in part at any time prior to expiration. ThreeD purchased 700,000 Units for an aggregate of $210,000, Inwentash purchased 2,000,000
Units for an aggregate of $600,000, and Factor purchased 3,325,000 Units for an aggregate of $997,500. ThreeD used its working
capital to purchase the Units. Each of Inwentash and Factor used personal funds to purchase the Units.
Item 4. Purpose of Transaction.
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(a)
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– (j). All of the Units were acquired for investment purposes. ThreeD, Inwentash and Factor
may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities
they hold or will hold, or may continue to hold their current positions, depending upon the price and availability of the Company’s
securities, subsequent developments affecting the Company, the Company’s business and prospects, other investment and business
opportunities available to ThreeD, Inwentash and Factor, general stock market and economic conditions, tax considerations and other
factors.
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Except as set forth in this
Item 4, none of ThreeD, Inwentash or Factor has any present plans that relate to or would result in: the acquisition by any person
of additional securities of the Company, or the disposition of securities of the Company; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the Company; any other material change in the Company’s
business or corporate structure; changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions
that may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar to the foregoing.
Item 5. Interest in Securities of the Issuer.
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(a)
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Amount and percentage
of class beneficially owned:
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The
Company has advised the Reporting Persons that there were a total of 76,737,613 Common Shares outstanding as of January [24], 2017,
following completion of the private placement of which the purchases described in Item 3 above were part.
As
of January 24, 2017, ThreeD was deemed to beneficially own an aggregate of 2,200,000 Common Shares (the “
ThreeD Shares
”),
representing approximately 2.8% of the number of Common Shares outstanding. The ThreeD Shares include 700,000 outstanding Common
Shares, A Warrants to purchase 700,000 Common Shares, B Warrants to purchase 700,000 Common Shares, and call options to purchase
100,000 Common Shares. All of the call options held by ThreeD expired unexercised on February 17, 2017.
As
of January 24, 2017, Inwentash was deemed to beneficially own an aggregate of 8,794,100 Common Shares, representing approximately
10.6% of the Common Shares outstanding. These Common Shares include 2,712,000 outstanding Common Shares (of which 700,000 Common
Shares are held by ThreeD), A Warrants to purchase 2,700,000 Common Shares (of which 700,000 Common Shares are issuable upon exercise
of A Warrants held by ThreeD), B Warrants to purchase 2,700,000 Common Shares (of which 700,000 Common Shares are issuable upon
exercise of B Warrants held by ThreeD), warrants to purchase 220,000 Common Shares at $2.50 per Common Share expiring on December
15, 2020, and call options to purchase 462,100 Common Shares (of which call options to purchase 100,000 Common Shares were held
by ThreeD). Call options held by Inwentash exercisable for 254,000 Common Shares expired unexercised on February 17, 2017, and
all of the call options held by ThreeD expired unexercised on February 17, 2017.
As
of January 24, 2017, Factor was deemed to beneficially own an aggregate of 11,184,500 Common Shares, representing approximately
13.2% of the Common Shares outstanding. These Common Shares include 3,325,000 outstanding Common Shares, A Warrants to purchase
3,325,000 Common Shares, B Warrants to purchase 3,325,000 Common Shares, warrants to purchase a total of 1,069,500 Common Shares
at prices ranging from $2.33 to $4.00 per Common Share and expiring between May 21, 2020 and December 15, 2020, and call options
to purchase 140,000 Common Shares. All of the call options held by Factor expired unexercised on February 17, 2017.
By
virtue of his position as Chief Executive Officer of ThreeD, Inwentash may be deemed to have shared power to direct the vote and
to direct the disposition of the Common Shares owned by ThreeD. By virtue of his marriage to Factor, Inwentash may be deemed to
have shared power to vote or dispose of the Common Shares owned by Factor and the Common Shares underlying the Warrants and call
options owned by Factor (collectively, the “
Factor Shares
”). However, Inwentash does not have such power and
therefore disclaims beneficial ownership of the Factor Shares. By virtue of her marriage to Inwentash, Factor may be deemed to
have shared power to vote or dispose of the Common Shares owned by Inwentash and the Common Shares issuable upon exercise of the
Warrants and call options owned by Inwentash (collectively, the “
Inwentash Shares
”). However, Factor does not
have such power and therefore disclaims beneficial ownership of the Inwentash Shares.
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(b)
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Number of Common Shares as to which such Reporting Person has
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(i)
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Sole power to vote or to direct the vote:
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ThreeD:
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0
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Inwentash:
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6,594,100
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Factor:
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11,184,500
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(ii)
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Shared power to vote or to direct the vote:
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ThreeD:
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2,200,000
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Inwentash:
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2,200,000
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Factor:
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0
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(iii)
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Sole power to dispose or to direct the disposition of:
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ThreeD:
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0
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Inwentash:
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6,594,100
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Factor:
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11,184,500
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(iv)
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Shared power to dispose or to direct the disposition of:
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ThreeD:
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2,200,000
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Inwentash:
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2,200,000
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Factor:
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0
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Units were acquired in a private placement
pursuant to subscription agreements that do not contain any provisions regarding the transfer, guarantee or voting of such securities.
Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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1.
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Joint Filing Agreement among ThreeD Capital Inc., Sheldon Inwentash and Lynn Factor dated
as of February 22, 2017.
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After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 22, 2017
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THREED CAPITAL INC.
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By:
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/s/ Sheldon Inwentash
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Name: Sheldon Inwentash
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Title: Chief Executive Officer
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/s/ Sheldon Inwentash
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Sheldon Inwentash
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/s/ Lynn Factor
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Lynn Factor
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Annex A
Executive Officers and Directors
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Name and Citizenship
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Principal Occupation or Employment and Business Address
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Sheldon Inwentash
Canadian citizen
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Chief Executive Officer and Director
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, Ontario, M5E 1K3
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Gerry Feldman
Canadian citizen
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Chief Financial Officer and Corporate Secretary
ThreeD Capital Inc.
69 Yonge Street, Suite 1010
Toronto, Ontario, M5E 1K3
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Warrant Goldberg
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Partner
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Canadian citizen
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DNTW Toronto LLP
45 Sheppard Ave E. #703
North York, Ontario, M2N 5W9
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Allen Lone
Canadian citizen
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Chief Executive officer
Augusta Capital Inc.
2455 Cawthra Road, Suite 75
Mississauga, Ontario L5A 3P1
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Steven Mintz
Canadian citizen
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President
St. Germain Capital Corp.
69 Yonge Street, Suite 1010
Toronto, Ontario, M5E 1K3
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Exhibit
1
Joint Filing Agreement
Each of ThreeD Capital Inc., Sheldon
Inwentash and Lynn Factor (collectively, the “
Parties
”) hereto represents to the other Parties that it is
eligible to use Schedule 13D (“
Schedule 13D
”) to report its beneficial interest in Common Shares, without
par value, of Sphere 3D Corp., and it will file the Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible
for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information
concerning itself contained in the Schedule 13D, but not for the completeness or accuracy of the information concerning the other
Parties except to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.
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THREED CAPITAL INC.
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By:
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/s/ Sheldon Inwentash
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Name: Sheldon Inwentash
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Title: Chief Executive Officer
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/s/ Sheldon Inwentash
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Sheldon Inwentash
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/s/ Lynn Factor
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Lynn Factor
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