Sphere 3D Corp. — Regulatory Filings 2015

Oct 15, 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 October, 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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A copy of the opinion of Stikeman Elliot LLP related to the legality of the common shares and common shares issuable upon exercise of the warrants and adjustment warrants purchased pursuant to the Subscription Agreements, dated October 6, 2015, by and between us, on the one hand, and Patrick O’Neill and Lynn Factor, on the other hand, is attached hereto as Exhibit 5.1. A copy of the opinion of O’Melveny & Myers LLP related to the legality of the warrants and the adjustment warrants purchased pursuant to the subscription agreements is attached hereto as Exhibit 5.2.

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SUBMITTED HEREWITH

Exhibits

5.1	Opinion of Stikeman Elliot LLP
5.2	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: October 14, 2015	/s/
Kurt Kalbfleisch
	Name: Kurt Kalbfleisch
	Title: Chief Financial Officer