Sphere 3D Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Sphere 3D filed an 8-K for a new material agreement and equity sales. Keep an eye on this.

AI Summary

Sphere 3D Corp. announced on November 19, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. Financial statements and exhibits were filed as part of this report.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-36532 — SEC File Number (Identifies the company's filing history with the SEC.)
• 98-1220792 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Sphere 3D Corp. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported
• 243 Tresser Blvd, 17th Floor Stamford , Connecticut , United States 06901 (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $1.42 — rrant Shares "), at a purchase price of $1.42 per Share (such offering, the " Registe
• $0.0001 — Warrants have a purchase price that is $0.0001 per share less than the Shares, have an
• $1.50 — mmon Warrants have an exercise price of $1.50 per share (subject to adjustment as set
• $6 million — placement agent fees, of approximately $6 million from the Registered Offering and the Pr
• $75,000 — pany will reimburse the Placement Agent $75,000 for certain fees and expenses incurred
• $10,000 — cement Agent in an amount not to exceed $10,000. Warrant Amendment Concurrently with
• $66.50 — ise price of the Existing Warrants from $66.50 to $1.50 per share, (ii) extend the ini

Filing Documents

• form8k.htm (8-K) — 28KB
• exhibit4-1.htm (EX-4.1) — 88KB
• exhibit4-2.htm (EX-4.2) — 84KB
• exhibit4-3.htm (EX-4.3) — 7KB
• exhibit5-1.htm (EX-5.1) — 11KB
• exhibit10-1.htm (EX-10.1) — 168KB
• exhibit10-2.htm (EX-10.2) — 43KB
• exhibit99-1.htm (EX-99.1) — 8KB
• exhibit5-1x001.jpg (GRAPHIC) — 5KB
• 0001062993-24-019435.txt ( ) — 785KB
• any-20241119.xsd (EX-101.SCH) — 4KB
• any-20241119_cal.xml (EX-101.CAL) — 1KB
• any-20241119_def.xml (EX-101.DEF) — 22KB
• any-20241119_lab.xml (EX-101.LAB) — 45KB
• any-20241119_pre.xml (EX-101.PRE) — 24KB
• form8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Registered Offering On November 19, 2024, Sphere 3d Corp. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with an accredited investor (the " Purchaser ") pursuant to which the Company agreed to issue and sell (i) 2,350,000 common shares of the Company (the " Shares "), and (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to 1,875,353 of the Company's common shares (the " Pre-Funded Warrant Shares "), at a purchase price of $1.42 per Share (such offering, the " Registered Offering "). The Pre-Funded Warrants have a purchase price that is $0.0001 per share less than the Shares, have an exercise price of $0.0001 per share, are exercisable immediately and will expire when exercised in full. A holder will not have the right to exercise any portion of the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of the Company's common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, upon notice from the holder to the Company as described in the Purchase Agreement, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of the Company's common shares outstanding immediately after giving effect to the exercise of Pre-Funded Warrants. The Shares and the Pre-Funded Warrants are being offered and sold pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-269663), which was declared effective by the U.S. Securities and Exchange Commission (the " SEC ") on October 15, 2024, including the prospectus supplement to the base prospectus dated November 19, 2024. Private Placement Concurrently with the Registered Offering, pursuant to the Purchase Agreement, the Company is conducting a pri

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 under the subheading "Private Placement" is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the purchasers in the Purchase Agreement, the offering and sale of the Common Warrants, and the common shares issuable upon exercise of the Common Warrants, sold in the Private Placement will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and Regulation D promulgated thereunder (" Regulation D ") and corresponding provisions of state securities or "blue sky" laws. The sale of the Common Warrants and the common shares issuable upon exercise of the Common Warrants by the Company has not been registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation or general advertising. In the Purchase Agreement, each Purchaser represented that it is and on each date on which it exercises any Common Warrant will be, either (i) an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act, and it is acquiring the Common Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Common Warrants in violation of the United States federal securities laws.

01. Other Events

Item 8.01. Other Events. On November 20, 2024, the Company issued a press release announcing the Private Placement and the Registered Offering. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including the accompanying exhibits, contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements relating to the closing of the Registered Offering and the Private Placement and the expectations regarding the use of proceeds from the offering. These forward-looking statements are based on the Company's current expectations and inherently involve significant risks and uncertainties, including those described in the Company's most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Therefore, the Company's actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Common Warrant 4.2 Form of Pre-Funded Warrant 4.3 Amendment to Common Share Purchase Warrant entered into by and between the Company and the Purchaser, dated November 19, 2024 5.1 Opinion of Meretsky Law Firm 10.1 Form of Purchase Agreement 10.2 Placement Agent Agreement entered into by and between the Company and the Placement Agent, dated November 19, 2024 23.1 Consent of Meretsky Law Firm (included in Exhibit 5.1) 99.1 Press Release, dated November 20, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

SIGNATURES

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 21 , 2024 SPHERE 3D CORP. By: /s/ Patricia Trompeter Patricia Trompeter Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR