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Company Announces Placement of Approximately U.S. $4.1 Million of Equity Securities
Sphere 3D Corp. (Nasdaq:ANY) has signed definitive agreements for a private placement of 1,281,250 Common Shares of the Company and Warrants to purchase up to 1,281,250 Common Shares for a gross purchase price of approximately U.S.$4.1 million on May 13, 2015. The purchase price for one Common Share and a Warrant to purchase one Common Share is U.S.$3.20. The Warrants will have an exercise price of U.S.$4.00 per share, a five year term, and are exercisable in whole or in part, at any time prior to expiration. The transaction is anticipated to close on or about May 18, 2015 subject to customary closing conditions.
The Company intends to use the proceeds from the offering for general corporate and working capital purposes. In connection with this private placement, the Company has agreed to file a registration statement to register the resale of these Common Shares and the Common Shares purchased upon exercise of the Warrants with the U.S. Securities and Exchange Commission within 90 days of the closing of the private placement, and use commercially reasonable efforts to have the registration statement declared effective as soon as practicable, and no later than 90 days after the filing of the registration statement.
In addition, subject to certain conditions, the Company has agreed to adjust the exercise price for the Warrants and give the private placement investors additional Common Shares if, in connection with an equity capital raise for cash within the 45 day period following the signing of the definitive agreements, the Company sells Common Shares at a price per share that is lower than $3.20 or sells new warrants to purchase Common Shares with an exercise price per share that is lower than $4.00.
If the Company enters into agreements with additional investors to purchase Common Shares and/or warrants to purchase Common shares within this 45 day period, such additional investors may be joined as parties to the registration rights agreement entered into in connection with the private placement.
