Statement of Ownership (sc 13g)
January 25 2021 - 12:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Sphere
3D Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
84841L308
(CUSIP
Number)
Oasis
Capital, LLC
208
Ponce de Leon Ave Ste 1600
San
Juan, Puerto Rico 00918
1-816-960-0100
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January
22, 2021
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
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*
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The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
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The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 84841L308
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13G
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oasis Capital, LLC
EIN # 66-0897157
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, Territory of Puerto Rico
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
785,931
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
785,931
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,931
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%1
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12.
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TYPE OF REPORTING PERSON (see instructions)
Accredited Investor
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1
This percentage is calculated based on approximately 7,867,186
shares of common stock outstanding of Sphere 3D Corp. (the “Company”). Oasis Capital, LLC (“OASIS”) is
deemed to beneficially own 9.99% of the common stock of the Company, as a result of OASIS’s share purchase agreement, which
gives OASIS the rights to own an aggregate number of shares of the Company’s common stock in an amount not to exceed 9.99%
of shares of common stock then outstanding.
CUSIP No. 84841L308
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer
Sphere 3D Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
895 Don Mills Road, Building 2, Toronto, ONT M3C 1W3 Canada
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Item 2.
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(a)
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Name of Person Filing
Oasis Capital, LLC
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(b)
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Address of the Principal Office or, if none, residence
208 Ponce de Leon Ave Ste 1600, San Juan, Puerto Rico 00918
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(c)
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Citizenship
United States of America
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
84841L308
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 84841L308
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13G
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Page 4 of 5 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 785,931
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(b)
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Percent of class: 9.99%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 785,931
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(ii)
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Shared power to vote or to direct the vote 0
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(iii)
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Sole power to dispose or to direct the disposition of 785.931
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(iv)
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Shared power to dispose or to direct the disposition of 0
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Instruction. For
computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ☐.
Instruction. Dissolution
of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members
of the Group.
Item 9. Notice of Dissolution of Group.
CUSIP No. 84841L308
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13G
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Page 5 of 5 Pages
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Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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January 22, 2021
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Date
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/s/ Adam Long
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Signature
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Adam Long, Managing Member
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Name/Title
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