Report of Foreign Issuer (6-k)
December 15 2017 - 4:32PM
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
December, 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.
Subordinated Debt Financing
Overland Storage, Inc., a wholly owned subsidiary of Sphere 3D
Corp. (we or the Company), has entered into a subordinated promissory note
purchase agreement, dated December 11, 2017 (the NPA), with MF Ventures, LLC
(the Lender), pursuant to which the Company has issued to the Lender
a subordinated promissory note in the aggregate principal amount of $2,000,000
(the Note). The Note is unsecured and bears interest at a rate of 12.5% per
year and is subordinated in right of payment to our indebtedness to Opus Bank
and FBC Holdings S.à.r.l. In addition, the Note is subject to a $300,000
prepayment penalty. The Note matures at the earlier of the date on which we
either repay or refinance both the Opus Bank and FBC Holdings indebtedness and
December 11, 2020. We did not issue any equity in connection with the NPA or the
Note.
The foregoing description of the NPA and the Note does not
purport to be complete and is qualified in its entirety by reference to the NPA
attached hereto as Exhibit 99.1 and the Note attached hereto as Exhibit 99.2 and
incorporated herein by reference.
SUBMITTED HEREWITH
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.
SPHERE 3D CORP.
Date: December 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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