Sphere 3D Corp. — Capital/Financing Update 2017

Mar 29, 2017

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 March, 2017

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. [X] Form 20-F [ ] 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.

On March 29, 2017, Sphere 3D Corp. (the “Company”) closed its previously announced registered direct offering of 20,454,546 of the Company’s common shares, no par value per share (the “Shares”), and warrants (the “Warrants”) exercisable to purchase up to 20,454,546 of the Company’s common shares, no par value per share, at an exercise price of $0.30 per share. The Company sold the Shares at a price of $0.22 per Share, and received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $4,500,000. Roth Capital Partners, LLC acted as the placement agent for the offering.

A copy of the opinion of Stikeman Elliot LLP related to the legality of the Common Shares purchased pursuant to the securities purchase agreement is attached hereto as Exhibit 5.1.

SUBMITTED HEREWITH

Exhibits

5.1 Opinion of Stikeman Elliot LLP

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: March 29, 2017	/s/
Kurt Kalbfleisch
	Name: Kurt Kalbfleisch
	Title: Chief Financial Officer