Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 02 2014 - 1:39PM
Edgar (US Regulatory)
Filed by Sphere 3D Corporation.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Overland Storage, Inc.
Commission File No.: 000-22071
Sphere 3D to Begin Trading on NASDAQ Global
Market
Files Form 40-F Registration with SEC
Mississauga, Ontario
June 30
th
, 2014
Sphere 3D Corporation (TSXV: ANY OTCQX: SPIHF) (the Company or Sphere 3D), a
virtualization technology solution provider, today announced that it has
received confirmation that its application to list the Company's common stock on
The NASDAQ Global Market has been approved by The NASDAQ Stock Market, a unit of
the NASDAQ OMX Group.
The Company expects its shares to commence trading on or about
July 8
th
, 2014 under the symbol ANY. Upon commencement of trading
on NASDAQ, the Companys common stock will cease to trade on the OTCQX but will
continue to trade on the TSXV. Sphere 3D today also announced that is has filed
with the United States Securities and Exchange Commission a registration
statement on Form 40-F to register its common shares under Section 12 of the
United States Securities and Exchange Act of 1934, as amended.
The listing by the Company on NASDAQ Global Market is the
first step in a larger U.S. capital markets strategy, said Peter Tassiopoulos,
CEO of Sphere 3D. Management believes that by undertaking an aggressive U.S.
capital markets strategy the Company will increase awareness of the Company in
the U.S. and provide greater liquidity for investors and institutions.
About Sphere 3D Corporation
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) is a
virtualization technology solution provider. Sphere 3D's Glassware 2.0 platform
delivers virtualization of some of the most demanding applications in the
marketplace today; making it easy to move applications from a physical PC or
workstation to a virtual environment either on premise and/or from the cloud.
Sphere 3Ds V3 Systems division supplies the industrys first purpose built
appliance for virtualization as well as the V3 Desktop Cloud Orchestrator
management software for VDI. Sphere 3D maintains offices in Mississauga,
Ontario, Canada and in Salt Lake City, Utah, U.S. For additional information
visit www.sphere3d.com or access the Company's public filings at www.sedar.com.
Sphere 3D Contact:
Peter Tassiopoulos, CEO
Tel: (416)
749-5999
Peter@sphere3d.com
Forward-Looking Statements
This release contains forward-looking statements.
Forward-looking statements, without limitation, may contain the words believes,
expects, anticipates, estimates, intends, plans, or similar expressions.
Forward-looking statements are not guarantees of future
performance. They involve risks, uncertainties and assumptions and actual
results could differ materially from those anticipated. Forward looking
statements are based on the opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ materially
from those projected in the forward-looking statements. Except for historical
facts, the statements in this news release, as well as oral statements or other
written statements made or to be made by Sphere 3D Corporation, are
forward-looking and involve risks and uncertainties. In the context of any
forward-looking information please refer to risk factors detailed in, as well as
other information contained in the Company's filings with Canadian securities
regulators (www.sedar.com).
Neither TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.
Important Information for Investors and Stockholders
This announcement is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to sell the
shares of common stock of Overland Storage, Inc. (Overland) or a solicitation
of any proxy, vote or approval. Sphere 3D Corporation (Sphere 3D) will file
with the United States Securities and Exchange Commission (SEC) a registration
statement on Form F-4 that will include a proxy statement of Overland that also
constitutes a prospectus of Sphere 3D. Sphere 3D and Overland also plan to file
with or furnish other documents to securities regulatory authorities in Canada
and the United States regarding the proposed transaction.
INVESTORS AND STOCKHOLDERS OF OVERLAND ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Anyone may obtain free copies of these documents when available
free of charge under Sphere 3Ds profile on SEDAR at
www.sedar.com
, or by accessing Sphere 3D's website at www.
sphere3d.com
under the heading Investors and from Sphere 3D directly by contacting T. Scott
Worthington, Chief Financial Officer: (416) 749-5999. Documents will also be
available free of charge under Overlands profile on EDGAR at
www.sec.gov
, or by accessing Overlands website
at
www.overlandstorage.com
under the heading
Investors and from Overland directly by contacting Kurt Kalbfleisch, Chief
Financial Officer: (858) 495-4211. Sphere 3D, Overland, their respective
directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Overland in
connection with the proposed Transaction. Information about the directors and
executive officers of Overland is set forth in its proxy statement for its 2014
annual meeting of shareholders, which was filed with the SEC on April 14, 2014.
Information about the directors and executive officers of Sphere 3D can be found
in its 2014 management information circular dated April 25, 2014, which is
available at
www.sedar.com
. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
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