Sphere 3D Closes U.S. $5 Million Convertible Debt Financing
22 3월 2014 - 3:41AM
Sphere 3D Corporation (TSX-V:ANY) (the "Company"), developer of
Glassware 2.0™ foundational thin client technology, announced today
it has completed a financing with FBC Holdings S.A.R.L., an entity
whose ultimate shareholders are managed by Cyrus Capital Partners,
L.P. (collectively, "
FBC"), whereby FBC subscribed
for a convertible secured debenture of the Corporation in the
principal amount of U.S. $5,000,000.
The Debenture matures on March 21, 2018, being the fourth
anniversary of the date of issuance, and bears interest at 8% per
annum, to be paid semi-annually in arrears, in cash or shares at
the option of the Corporation. The Debenture is convertible at any
time into common shares in the capital of the Corporation (the
"Conversion Right") at U.S. $7.50 per share (the
"Conversion Price"). The Corporation shall have
the right to force FBC to convert the Debenture if the trading
price of the common shares for 10 successive days in which the
shares actually trade on the TSX Venture Exchange (the
"TSXV") or other principal exchange, exceeds 150%
of the Conversion Price.
The Debenture and any common shares issued upon exercise of the
Conversion Right are subject to a four-month hold period from the
issuance date of the Debenture in accordance with the policies of
the TSXV and applicable securities laws. No broker or other
fees are payable by the Corporation in connection with entering
into of the Debenture. The proceeds of the Debenture will be
used to partially fund the Corporation's previously announced
transaction to purchase substantially all of the assets of V3
Systems, Inc., and for sales and marketing, general corporate and
working capital purposes.
The Debenture and any common shares issued upon exercise of the
Conversion Right have not been 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) is a Mississauga, Ontario
based virtualization technology solution provider whose patent
pending Glassware 2.0™ technology makes it possible for
incompatible devices and applications to run over the cloud,
without sacrificing performance or security. Sphere 3D's Glassware
2.0™ ultra-thin client allows third parties to deliver fully
featured products to any cloud-connected device independent of
operating system or hardware. 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 use of the net proceeds of the Offering.
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
Sphere 3D Corporation (TSXV:ANY)
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