Report of Foreign Issuer (6-k)
March 29 2017 - 5:30PM
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, 2017
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.
[X] Form 20-F
[ ] 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.
On March 29, 2017, Sphere 3D Corp. (the Company) closed its
previously announced registered direct offering of 20,454,546 of the Companys
common shares, no par value per share (the Shares), and warrants (the
Warrants) exercisable to purchase up to 20,454,546 of the Companys common
shares, no par value per share, at an exercise price of $0.30 per share. The
Company sold the Shares at a price of $0.22 per Share, and received gross
proceeds from the offering, before deducting placement agent fees and other
estimated offering expenses payable by the Company, of approximately $4,500,000.
Roth Capital Partners, LLC acted as the placement agent for the offering.
A copy of the opinion of Stikeman Elliot LLP related to the
legality of the Common Shares purchased pursuant to the securities purchase
agreement is attached hereto as Exhibit 5.1.
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 29, 2017
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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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