Sphere 3D Announces Registered Direct Equity Offering and Concurrent Private Placement
March 24 2017 - 9:59AM
Sphere 3D Corp. (NASDAQ:ANY), a containerization, virtualization
and data management solutions provider has entered into securities
purchase agreements with institutional investors to purchase
20,454,546 Common Shares of the Company for a purchase price per
share of $0.22 in a registered direct offering.
The Company also concurrently agreed to sell
unregistered warrants to the investors in a concurrent private
placement to purchase up to 20,454,546 common shares with an
exercise price of U.S. $0.30 per share, a five-year term,
and are exercisable in whole or in part, at issuance. The warrants
are subject to price based antidilution protections in the event
the Company issues securities below the exercise price then in
effect provided that the exercise price will not be adjusted below
$0.10 per share. The Company intends to use the proceeds from the
offering for general corporate and working capital
purposes.
Roth Capital Partners acted as exclusive placement
agent for the registered direct offering and the concurrent private
placement.
The registered direct offering and concurrent
private placement are expected to result in gross proceeds of
approximately U.S. $4.5 million and are expected to close on or
about March 29, 2017, subject to the satisfaction of customary
closing conditions.
The common shares in the registered direct offering
were offered pursuant to Sphere 3D's effective "shelf"
registration statement on Form F-3 (File No. 333- 206357) filed
with the Securities and Exchange Commission ("SEC")
on August 14, 2015, which became effective on August 28,
2015. The registered direct offering was made by means of a
prospectus supplement and an accompanying prospectus that form a
part of the registration statement. Electronic copies of a
preliminary prospectus supplement and the accompanying prospectus
relating to the offering may be obtained free of charge, when
available, by visiting EDGAR on the SEC website
at www.sec.gov.
The unregistered warrants described above were
offered in a private placement under Section 4(a)(2) under the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder and, along with the common shares issuable
upon exercise, have not been registered under the Act, and may not
be offered or sold in the United States absent registration with
the SEC or an applicable exemption from such registration
requirements. The Company has agreed to file one or more
registration statements with the SEC covering the resale of the
common shares issuable upon exercise of the warrants.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Electronic copies of the prospectus supplement and accompanying
base prospectus may also be obtained from Roth Capital Partners,
LLC, Equity Capital Markets, 888 San Clemente Drive, Newport Beach,
CA 92660, at (800) 678-9147, or by emailing rothecm@roth.com.
About Sphere 3D
Sphere 3D Corp. (NASDAQ:ANY) delivers
containerization, virtualization, and data management solutions via
hybrid cloud, cloud and on-premises implementations through its
global reseller network and professional services organization.
Sphere 3D, along with its wholly owned subsidiaries Overland
Storage, and Tandberg Data, has a strong portfolio of brands,
including HVE ConneXions and UCX ConneXions, dedicated to helping
customers achieve their IT goals. For more information, visit
www.sphere3d.com. Follow us on Twitter @Sphere3D, @overlandstorage,
and @tandbergdata.
Safe Harbor Statement
This press release contains forward-looking
statements that involve risks, uncertainties, and assumptions that
are difficult to predict. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of risks and uncertainties
including our inability to comply with the covenants in our credit
facilities or to obtain additional debt or equity financing; any
increase in our future cash needs; our ability to successfully
integrate the UCX and HVE ConneXions business with Sphere 3D's
other businesses; our ability to regain compliance with the
NASDAQ minimum closing bid price requirement between now and July
31, 2017; our inability to take other actions to regain compliance
with the NASDAQ minimum closing bid price requirement; our ability
to maintain compliance with other NASDAQ Capital Market listing
requirements; unforeseen changes in the course of Sphere 3D’s
business or the business of its wholly-owned subsidiaries,
including, without limitation, Overland Storage and Tandberg Data;
market adoption and performance of our products; the level of
success of our collaborations and business partnerships; possible
actions by customers, partners, suppliers, competitors or
regulatory authorities; and other risks detailed from time to time
in Sphere 3D’s periodic reports contained in our Annual Information
Form and other filings with Canadian securities regulators
(www.sedar.com) and in prior periodic reports filed with the United
States Securities and Exchange Commission (www.sec.gov). Sphere 3D
undertakes no obligation to update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Investor Contact:
The Blueshirt Group
Mike Bishop
Tel: +1 415-217-4968
mike@blueshirtgroup.com
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