Amended Current Report Filing (8-k/a)
November 19 2018 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
November
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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895 Don Mills Road,
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Bldg. 2, Suite 900
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M3C 1W3
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Toronto, Ontario
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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):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
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Item 2.01.
Completion of Acquisition or Disposition of Assets.
On November 14, 2018, Sphere 3D Corp. (the Company) filed a Current Report on
Form 8-K (the Original Report) reporting the completion of the sale of all the
issued and outstanding shares of capital stock of Overland Storage, Inc.
(Overland) to Silicon Valley Technology Partners, Inc. (the Purchaser) in
accordance with the Share Purchase Agreement, dated as of February 20, 2018, as
amended, by and among the Company, Overland, and the Purchaser (the Overland
Disposition). This Current Report on Form 8-K/A is being filed solely to amend
the Original Report to provide the unaudited pro forma financial statements
required by Item 9.01(b) . No other changes have been made to the Original
8-K.
Item 9.01.
Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following Unaudited Pro Forma Condensed Consolidated
Financial Statements giving effect to the Overland Disposition are included as
Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by
reference:
-
Unaudited Pro Forma Condensed Consolidated Balance Sheet of as of
September 30, 2018.
-
The unaudited pro forma condensed consolidated statements of operations
for the nine months ended September 30, 2018 and the year ended December 31,
2017 give effect to the proposed sale of shares as if it had occurred on
January 1, 2017.
(d) Exhibits
Forward Looking Statements
This Current Report on Form 8-K contains forwardlooking
statements, which include, among others, Sphere 3Ds expectations, beliefs,
plans, objectives, prospects, financial condition, assumptions or future events
or performance, that may involve risks, uncertainties, and assumptions
concerning the Companys business and products, including our ability to
continue operations without the business of our former subsidiary, Overland
Storage, Inc., our ability to raise additional capital through equity or debt
financings, the market adoption, actual performance and functionality of our
products; our inability to comply with the covenants associated with our preferred shares; any
increase in our future cash needs; our ability to maintain compliance with
NASDAQ Capital Market listing requirements; unforeseen and proposed changes in
the course of Sphere 3Ds business or the business of its whollyowned
subsidiaries; 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 our
periodic reports contained in our Annual Information Form and other filings with
Canadian securities regulators (
www.sedar.com
) and in periodic reports
filed with the United States Securities and Exchange Commission
(
www.sec.gov
). All forwardlooking statements speak only as of the date
of this written communication. Sphere 3D undertakes no obligation to update any
forwardlooking 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.
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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: November 19, 2018
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By:
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/s/ Kurt L. Kalbfleisch
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Kurt L. Kalbfleisch
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Chief Financial Officer
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