MF Ventures, LLC

February 08, 2017 09:16 ET

Early Warning Report Issued Pursuant to NI 62-103

TORONTO, ONTARIO--(Marketwired - Feb. 8, 2017) - This press release is being disseminated by MF Ventures, LLC ("MF Ventures"), as required by National Instrument 62-103 of the Canadian Securities Administrators in connection with the filing of an early warning report regarding the acquisition of common shares ("Common Shares") and warrants to purchase Common Shares ("Warrants") of Sphere 3D Corp. ("Sphere 3D"). MF Ventures is an independent investment firm.

On December 30, 2016, MF Ventures and Sphere 3D entered into a purchase agreement (the "Purchase Agreement"), pursuant to which, for a total purchase price of US$2,500,000 (C$3,356,750 based on the Bank of Canada noon exchange rate of US$1 = C$1.3427 on such date), Sphere 3D agreed to issue to MF Ventures and MF Ventures agreed to purchase, respectively: (i) 8,333,333 Common Shares at US$0.30 (C$0.40) per share (the "Purchased Shares"); (ii) Warrants exercisable for 8,333,333 Common Shares at an exercise price of US$0.40 (C$0.54) per share (the "One-Year Warrants"); and (iii) Warrants exercisable for 8,333,333 Common Shares at an exercise price of US$0.55 (C$0.74) per share (the "Five-Year Warrants"). On January 17, 2017, Sphere 3D issued 3,333,333 Purchased Shares to MF Ventures in the first closing under the Purchase Agreement. On January 19, 2017, Sphere 3D issued the balance of 5,000,000 Purchased Shares, the One-Year Warrants, and the Five-Year Warrants to MF Ventures in the second closing under the Purchase Agreement. The One-Year Warrants are immediately exercisable and expire on January 24, 2018. The Five-Year Warrants, also, are immediately exercisable and expire on January 24, 2022.

As a result of the transaction described above, MF Ventures acquired 8,333,333 Common Shares and 16,666,666 Warrants, which increased MF Ventures' securityholding in Sphere 3D to 12,931,668 Common Shares and 20,834,633 Warrants (for a total of 33,766,301 Common Shares assuming the exercise of the Warrants), representing 33.38% of the Common Shares (calculated on the basis of 99,778,129 Common Shares outstanding as of January 30, 2017, consisting of 78,943,496 outstanding Common Shares and Warrants held by MF Ventures). Prior to the transaction, MF Ventures held 4,598,335 Common Shares and 4,167,967 Warrants (for a total of 8,766,302 Common Shares assuming the exercise of the Warrants), representing approximately 13.01% of the outstanding Common Shares (calculated on the basis of 67,399,808 Common Shares outstanding as of December 31, 2016, consisting of 63,231,841 outstanding Common Shares and 4,167,967 Warrants held by MF Ventures prior to the transaction)

MF Ventures acquired the Shares and Warrants and that are the subject of this report for investment purposes.

MF Ventures does not have current plans or future intentions which relate to, or would result in, any of the following:

  1. the acquisition of additional securities of Sphere 3D, or the disposition of securities of Sphere 3D;

  2. a corporate transaction, such as a merger, reorganization or liquidation, involving Sphere 3D or any of its subsidiaries;

  3. a sale or transfer of a material amount of the assets of Sphere 3D or any of its subsidiaries;

  4. a change in the board of directors or management of Sphere 3D, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

  5. a material change in the present capitalization or dividend policy of Sphere 3D;

  6. a material change in Sphere 3D's business or corporate structure;

  7. a change in Sphere 3D's charter, bylaws or similar instruments or another action which might impede the acquisition of control of Sphere 3D by any person or company;

  8. a class of securities of Sphere 3D being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

  9. Sphere 3D ceasing to be a reporting issuer in any jurisdiction of Canada;

  10. a solicitation of proxies from securityholders; or

  11. an action similar to any of those enumerated above.

Notwithstanding the foregoing, MF Ventures intends to review its investment on a regular basis and, as a result of such review, may determine at any time or from time to time:

  • to acquire additional securities of Sphere 3D through open market purchases, privately negotiated transactions, or otherwise;
  • to dispose of all or a portion of the securities of Sphere 3D beneficially owned in the open market, privately negotiated transactions, or otherwise; or
  • to take any other available course of action which may involve one or more of the transactions described in paragraphs (a) through (k) above or have the results described in those paragraphs.

Notwithstanding anything herein to the contrary, MF Ventures specifically reserves the right to change its intention with respect to any and all matters disclosed or referenced herein. In reaching any decision with respect to any course of action, MF Ventures expects it would take into consideration a variety of factors including, but not limited to, Sphere 3D's business and prospects, other business opportunities available to MF Ventures, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of Sphere 3D), tax considerations, and any other factors deemed relevant.

The head office of Sphere 3D is located at:
240 Matheson Blvd. East
Mississauga, Ontario
L4Z 1X1
The address of MF Ventures is:
201 Spear Street, 14th Floor
San Francisco, CA 94105
For further information or to obtain a copy of the early warning report, please contact:
Katharine Ryan-Weiss
MF Ventures, LLC
201 Spear Street, 14th Floor
San Francisco, CA 94105
Tel: 415.356.2500

Contact Information

  • MF Ventures, LLC
    Katharine Ryan-Weiss
    201 Spear Street, 14th Floor
    San Francisco, CA 94105
    415.356.2500