Sphere 3D Closes $10.0 Million Underwritten Financing
June 05 2014 - 10:14AM
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) ("Sphere 3D" or the
"Company"), developer of Glassware 2.0™ foundational thin client
technology, announced today that it has closed its previously
announced underwritten private placement financing for gross
proceeds of $10,000,250 (the "Offering").
As described in the Company's press release dated May 15, 2014,
the Offering consisted of an aggregate of 1,176,500 special
warrants of the Company (each a "Special Warrant") at a purchase
price of $8.50 per Special Warrant. The Offering was led by Cormark
Securities Inc. and the underwriting syndicate included Jacob
Securities Inc. and Paradigm Capital Inc. (collectively, the
"Underwriters").
Each Special Warrant, upon exercise or deemed exercise, will
convert into one unit of the Company (a "Unit") with each Unit
being comprised of one common share of the Company (a "Common
Share") and one-half of a Common Share purchase warrant of the
Company (a "Warrant"). Each whole Warrant is exercisable at an
exercise price of $11.50 per share for a period of two years from
the closing date.
The Underwriters received a cash commission equal to 6% of the
gross proceeds of the Offering. The Company has also reimbursed the
Underwriters for reasonable fees and expenses incurred in
connection with the Offering.
All securities issued in connection with the Offering are
subject to a four-month hold period from the issuance date in
accordance with the policies of the TSX Venture Exchange (the
"TSXV") and applicable Canadian securities laws. Sphere 3D
intends to file a short form prospectus (the "Final Prospectus") in
each of the Provinces of British Columbia, Alberta and Ontario
(collectively, the "Offering Jurisdictions") qualifying the Units
issuable upon exercise or deemed exercise of the Special Warrants
by July 31, 2014, failing which the holder would be entitled to
receive 1.05 Units upon exercise or deemed exercise of the Special
Warrants. Any unexercised Special Warrants will be deemed to be
automatically exercised on the earlier of: (i) the third business
day following the day on which a final receipt is issued in the
Offering Jurisdictions for the Final Prospectus qualifying the
distribution of the Units; and (ii) October 6, 2014.
The offered securities pursuant to the Offering are not
registered under the U.S. Securities Act of 1933 (the "Securities
Act") and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in
certain transactions exempt from the registration requirements of
the Securities Act.
About Sphere 3D Corporation
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) is a
Mississauga, Ontario based virtualization technology solution
provider. Sphere 3D's V3 Systems division supplies the industry's
first purpose built appliance for desktop virtualization. Sphere
3D's Glassware 2.0™ platform delivers virtualization of many 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 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.
Forward-Looking Statements
This release contains forward-looking statements, including,
without limitation, the filing of the Final Prospectus to qualify
the Units issuable upon exercise of the Special Warrants.
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.
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.
Not for distribution in the United States or through United
States wire services
CONTACT: Sphere 3D Contact:
Sphere 3D Corporation
Peter Tassiopoulos, Chief Executive Officer
Tel: (416) 749-5999
Peter.Tassiopoulos@Sphere3D.com
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