Sphere 3D Announces Private Placement of U.S. $3 Million of Equity Securities
August 14 2017 - 6:30AM
Sphere 3D Corp. (NASDAQ:ANY) (the “Company”), a
containerization, virtualization, and data management solutions
provider, has executed a private placement for gross proceeds of
U.S. $3 million.
The placement consists of a total of 600,000
“Units,” as further defined below, at a purchase price of U.S.
$5.00 per Unit. Each Unit consists of one common share and one
warrant to purchase one common share. The warrants are
exercisable to purchase 600,000 common shares in the aggregate and
have an exercise price of U.S. $5.25 per share, a 5-year term, and
are exercisable in whole or in part at any time prior to
expiration. The warrants are subject to price-based antidilution
protection in the event the Company issues securities below $5.00
per share prior to December 31, 2017, in which event the exercise
price then in effect will be adjusted to 105% of such lower price.
The Company has agreed to file a registration statement with
the SEC covering the resale of the common shares and the
common shares issuable upon exercise of the warrants. The
Company intends to use the proceeds from the offering for general
corporate and working capital purposes.
MF Ventures, LLC, which beneficially owns,
directly or indirectly, securities of the Company carrying more
than 10% of the voting rights attached to the outstanding voting
securities of the Company (on a partially-diluted basis),
participated in the private placements by acquiring 300,000 common
shares and warrants to purchase 300,000 common shares. As a
result, the participation of MF Ventures, LLC constitutes a
“related party transaction” within the meaning of Canadian
Multilateral Instrument 61‐101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company intends
to file a material change report in connection with such
participation. However, such material change report was not filed
at least 21 days before the closing of the private placements as
the details of the participation of insiders of the Company in the
private placements had not been confirmed at that time. The Company
is relying on the exemptions from the “formal valuation” and
“minority approval” requirements under MI 61-101 set forth in
sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, based on
the fact that the subject matter of, or consideration for, the
transactions contemplated herein insofar as they involve interested
parties, as determined by the board of directors of the Company and
in accordance with MI 61-101, does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101.
About Sphere 3DSphere 3D Corp.
(NASDAQ:ANY) delivers containerization, virtualization, and data
management solutions via hybrid cloud, cloud and on premise
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 Overland-Tandberg, 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, @HVEconneXions
and @ovltb
THIS PRESS RELEASE DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITY. THE SECURITIES OFFERED IN THE OFFERING HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR ANY
STATE THEREOF ABSENT REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS.
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; our ability to
maintain compliance with NASDAQ Capital Market listing
requirements; any increase in our future cash needs; our ability to
successfully integrate the UCX and HVE ConneXions business with
Sphere 3D's other businesses; 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; the market adoption, actual performance and
functionality of our products, both on a stand-alone and integrated
basis; 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
Lauren Sloane
Tel: +1 415-217-2632
lauren@blueshirtgroup.com
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