Report of Foreign Issuer (6-k)
August 15 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2017
Commission File Number: 001-36532
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
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
Offer and Sale of Common Shares and Warrants
The Company entered into a
securities purchase agreement dated August 11, 2017 (the SPA), with certain
investors party thereto (the Investors), pursuant to which the Company has
agreed to issue to the Investors, in the aggregate, 600,000 of the Companys
common shares, no par value per share (the Common Shares) and warrants (the
Warrants) exercisable to purchase 600,000 Common Shares (the Warrant
Shares). The Common Shares and the Warrants were sold to the Investors by
private placement under Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder.
The purchase price for one Common
Share was U.S. $5.00, and each Warrant Share has an initial exercise price of
U.S. $5.25. The Company received gross proceeds of $3,000,000 from the sale of
the Common Shares and the Warrants. From the date of the SPA until December 31,
2017, if the Company sells or grants options to purchase, reprice or otherwise
issue any common shares or securities convertible into common shares at a price
less than $5.00, subject to certain exempted issuances, then the exercise price
for the Warrant Shares will be adjusted to a price that is equal to 105% of such
lower price.
In connection with the offer and
sale of the Common Shares and the Warrants, the Company entered into
registration rights agreements with the Investors (the Registration Rights
Agreements) pursuant to which it has agreed to register the resale of the
Common Shares and the Warrant Shares. Under such Registration Rights Agreements,
the Company has agreed to bear all fees and expenses related to the registration
of the Common Shares and the Warrant Shares.
The foregoing descriptions do not
purport to be complete and are qualified in their entirety by reference to each
of the SPA, the Warrant and the Registration Rights Agreement, the forms of
which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and
incorporated herein by reference.
On August 14, 2017, the Company
issued a press release announcing the offer and sale of Common Shares and
Warrants. The information contained in the press release is incorporated herein
by reference and furnished as Exhibit 99.4.
Strategic Alternatives
On August 11, 2017, the Company
issued a press release announcing the creation of a subcommittee of its board of
directors, and the engagement of Ernst & Young Capital Advisors, LLC as the
Companys exclusive financial advisor, in each instance to review strategic
alternatives for the Company. The information contained in the press release is
incorporated herein by reference and furnished as Exhibit 99.5.
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: August 15, 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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