Current Report Filing (8-k)
July 17 2020 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2020
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
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Ontario, Canada
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001-36532
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98-1220792
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) of incorporation)
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895 Don Mils Road,
Bldg. 2, Suite 900
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Toronto, Ontario
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M3C 1W3
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code (858) 571-5555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Shares
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ANY
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NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement
Lock-Up Agreement
On July 14, 2020, Sphere 3D Corp. entered into a lock-up agreement (the "Agreement") with FBC Holdings Sárl ("FBC") with respect to the 6,500,000 Series B Preferred Shares ("Preferred Shares") of the Company owned by FBC. Pursuant to the terms of the Agreement, FBC has agreed that for the period of time between (a) July 14, 2020 and (b) the earlier to occur of (i) April 30, 2021 and (ii) the date that is 180 days after a Change of Control (as defined in the Agreement), it will not without the prior written consent of the Company convert any of the Preferred Shares into common share of the Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 17, 2020
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SPHERE 3D CORP.
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By:
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/s/ Peter Tassiopoulos
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Name: Peter Tassiopoulos
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Title: Chief Executive Officer
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EXHIBIT INDEX
Form 8-K
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