Sphere 3D Corp. — Capital/Financing Update 2015

Dec 21, 2015

6-K 1 form6k.htm FORM 6-K Sphere 3D Corporation: Form 6-K - Filed by newsfilecorp.com

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, 2015

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. [ ] Form 20-F [X] 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.

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As of December 18, 2015, Sphere 3D Corp. (the “Company”) has closed on approximately $5.1 million of the registered direct financing that was publicly announced on December 1, 2015 and accordingly issued 2,527,500 of its common shares and warrants to purchase 2,527,500 of its common shares to various investors. The Company intends to use the proceeds from the offering for general corporate and working capital purposes.

A copy of the opinions of Stikeman Elliot LLP related to the legality of the common shares and common shares issuable upon exercise of the warrants purchased pursuant to certain securities purchase and subscription agreements, dated November 30, 2015, by and between us, on the one hand, and certain investors party thereto, on the other hand, are attached hereto as Exhibits 5.1, 5.2 and 5.3. A copy of the opinions of O’Melveny & Myers LLP related to the legality of the warrants purchased pursuant to certain securities purchase and subscription agreements are attached hereto as Exhibits 5.4, 5.5 and 5.6.

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SUBMITTED HEREWITH

Exhibits

5.1	Opinion of Stikeman Elliot LLP
5.2	Opinion of Stikeman Elliot LLP
5.3	Opinion of Stikeman Elliot LLP
5.4	Opinion of O’Melveny &
Myers LLP
5.5	Opinion of O’Melveny &
Myers LLP
5.6	Opinion of O’Melveny &
Myers LLP

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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 18, 2015	/s/
Kurt Kalbfleisch
	Name: Kurt Kalbfleisch
	Title: Chief Financial Officer