SPHERE 3D CORP. (NASDAQ:ANY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2020, Sphere 3D Corp. (the \”Company\”) entered into entered into an $11 million equity purchase agreement (\”Agreement\”) and registration rights agreement with Oasis Capital, LLC, a Puerto Rico limited liability company (\”Oasis Capital\”), to purchase from the Company up to Eleven Million Dollars ($11,000,000.00) of the Company\’s Common Stock. Under the purchase agreement, Sphere 3D has the right to sell up to $11 million of its stock to Oasis Capital over a 36-month period, upon satisfaction of the conditions in the Agreement, including the effectiveness of a resale registration statement being filed on Form S1. Sphere 3D will control the timing and amount of any sales to Oasis Capital, and Oasis Capital is obligated to make purchases in accordance with the Agreement, upon certain terms and conditions being met. The Agreement, which contains a floor price of $1.58 per common share, allows the Company to fund its needs in a more expedient and cost-effective manner, on the pricing terms set forth in the Agreement. The equity line is designed to provide capital to the Company as it is required. In connection with the Company\’s entry into the Agreement, the Company issued Oasis Capital 77,465 shares of Common Stock as a commitment fee. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the Registration Rights Agreement is attached as Exhibit 10.2 and incorporated herein by reference.
On May 18, 2020, the Company issued a press release regarding the above transaction. A copy of the press release is attached hereto as Exhibit 10.3.
Under the Agreement, the Company has made certain customary representations, warranties and covenants.
The offer and sale of the securities by Sphere 3D in the above transaction have not been registered under the Securities Act of 1933, as amended (the \”Securities Act\”), and have not been registered or qualified under any state securities laws, and therefore may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements, and registration or qualification and under applicable state securities or \”Blue Sky\” laws or an applicable exemption from such registration or qualification requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful.
The foregoing summary of the terms of the Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The offer and sale of the securities by Sphere 3D in the above transaction have not been registered under the Securities Act of 1933, as amended (the \”Securities Act\”), and have not been registered or qualified under any state securities laws, and therefore may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements, and registration or qualification and under applicable state securities or \”Blue Sky\” laws or an applicable exemption from such registration or qualification requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Sphere 3D Corp Exhibit
EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Sphere 3D Corporation: Exhibit 10.1 – Filed by newsfilecorp.com 3 Exhibit 10.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this \”Agreement\”) is entered into as of May 15,…
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