Report of Foreign Issuer (6-k)
July 20 2017 - 5:05PM
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
July, 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.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Amended and Restated Warrants
On July 11, 2017, the Company entered into amended and restated
warrants with certain holders (the Holders) of warrants previously issued in
March 2016 (the Amended March 2016 Warrant) and between December 2016 and
March 2017 (the Amended March 2017 Warrants and together with the Amended
March 2016 Warrant, the Amended and Restated Warrants). Pursuant to their
terms, the Amended and Restated Warrants supersede and replace the previously
issued warrants. Under the terms of the Amended and Restated Warrants, the
Company may, at its sole discretion, opt to exchange no fewer than all of the
Amended and Restated Warrants for 1,617,917 common shares, as adjusted for the
Companys share consolidation effective July 11, 2017. Between July 14, 2017 and
July 20, 2017, the Company notified the Holders of its intent to exchange all of
the Amended and Restated Warrants, which exchange shall automatically occur on
the third business day after such notice is duly given.
The foregoing description does not purport to be complete and
is qualified in its entirety by reference to the Amended March 2016 Warrant and
the form of Amended March 2017 Warrants, attached hereto as Exhibit 99.1 and
Exhibit 99.2, respectively, 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.
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SPHERE 3D CORP.
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Date: July 20, 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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