Current Report Filing (8-k)
July 19 2018 - 4:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2018
Sphere 3D Corp.
(Exact name of
registrant as specified in its charter)
Ontario, Canada
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001-36532
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98-1220792
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of incorporation)
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240 Matheson Blvd. East,
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Mississauga, Ontario
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L4Z 1X1
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(858)
571-5555
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[_]
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[_]
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d- 2(b))
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[_]
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e- 4(c))
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Item 1.01 Entry into a Material Agreement.
Sphere 3D Corp. (the Company), as borrower, certain of its
subsidiaries, as guarantors, FBC Holdings S.A.R.L., as lender, entered into that
certain Eighth Amendment to 8% Senior Secured Convertible Debenture, as amended
from time to time (the Debenture), effective as of July 13, 2018, under which
the maturity date of the Debenture was extended from July 13, 2018 to July 23,
2018.
Also, Overland Storage, Inc., together with Tandberg Data GmbH,
as co-borrower, the Company and certain of the Companys subsidiaries, as
guarantors, and CB CA SPV, LLC (Colbeck), as lender, entered into that certain
Amendment Number Thirteen to the Credit Agreement dated April 6, 2016, as
amended from time to time (the Credit Agreement and, together with the
Debenture, the Debt Facilities), effective as of July 13, 2018, under which
the maturity date of the loans owing to Colbeck under the Credit Agreement was
extended from July 13, 2018 to July 23, 2018.
The terms of the Debt Facilities otherwise remain unchanged.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed
on March 19, 2018, the Company exchanged previously outstanding warrants
exercisable for approximately 1.3 million common shares for approximately 1.43
million newly issued common shares (the Warrant Exchange) in a privately
negotiated exchange under Section 4(a)(2) of the Securities Act of 1933, as
amended. As previously disclosed on April 2, 2018, the Company entered into that
certain Third Amendment to the Debenture on March 30, 2018 that, among other
things, extended the maturity date of the Debenture (the Note Amendment and,
together with the Warrant Exchange, the Transactions). In exchange for
entering into the Note Amendment, the Company agreed to pay a fee to FBC,
payable in cash or common shares of the Company, at the Companys option, in
four installments of $183,750 plus accrued interest, which the Company satisfied
by issuing approximately 1.41 million common shares and paying approximately
$72,000 in cash.
On July 16, 2018, the Company received a Letter of Reprimand
(the Letter) from the Listing Qualifications Department of the Nasdaq Stock
Market LLC (Nasdaq) indicating that the Nasdaq Staff had reviewed the
Transactions and had determined those issuances did not comply with Nasdaq Rule
5635(d) (the Rule). The Rule requires that a company obtain shareholder
approval prior to the issuance, in a transaction not involving a public
offering, of common shares or securities exercisable for common shares equal to
20% or more of the common shares outstanding before the issuance for less than
the greater of book or market value. The Nasdaq Staff determined that the
Transactions were not in compliance with the Rule because it determined such
Transactions should be integrated into a single transaction which, when
combined, constituted over 20% of the pre-transaction total shares outstanding
of the Company,
and as such should have been submitted for shareholder approval.
The Letter states that it was appropriate to close the matter
with the Letter in accordance with Listing Rule 5810(c)(4) in light of the
apparent inadvertent nature of the violation, in part because the Company has
not demonstrated a prior pattern of non-compliance.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: July 19, 2018
SPHERE 3D CORP.
By:
/s/ Kurt L.
Kalbfleisch
Kurt L. Kalbfleisch
Chief Financial
Officer
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