Sphere 3D Announces Registered Direct Equity Offering and Concurrent Private Placement

Sphere 3D Corp. (NASDAQ:ANY) announced that it has entered into securities purchase agreements with institutional investors to purchase 20,454,546 Common Shares of the Company for a purchase price per share of $0.22 in a registered direct offering.
As quoted in the press release:

Roth Capital Partners acted as exclusive placement agent for the registered direct offering and the concurrent private placement.

The registered direct offering and concurrent private placement are expected to result in gross proceeds of approximately U.S. $4.5 million and are expected to close on or about March 29, 2017, subject to the satisfaction of customary closing conditions.

The common shares in the registered direct offering were offered pursuant to Sphere 3D’s effective “shelf” registration statement on Form F-3 (File No. 333- 206357) filed with the Securities and Exchange Commission (“SEC”) on August 14, 2015, which became effective on August 28, 2015. The registered direct offering was made by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement. Electronic copies of a preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained free of charge, when available, by visiting EDGAR on the SEC website at www.sec.gov.

The unregistered warrants described above were offered in a private placement under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the common shares issuable upon exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC covering the resale of the common shares issuable upon exercise of the warrants.

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