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This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D initially filed with the SEC on February 1, 2017, as amended by:

 

	●	Amendment No. 1 filed on March 7, 2017,
	●	Amendment No. 2 filed on March 21, 2017,
	●	Amendment No. 3 filed on March 31, 2017,
	●	Amendment No. 4 filed on May 19, 2017, and
	●	Amendment No. 5 filed on July 7, 2017 (the initial filing and the first five amendments, collectively, are the "Statement").

    Amendment No. 6 is filed by the Reporting Persons with respect to the common shares, no par value (the "Common Shares"), of Sphere 3D Corp., an Ontario corporation (the "Issuer").  Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Statement.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

    The disclosure under the heading "July 2017 Amended Warrants" under Item 4 of this Amendment No. 6 is incorporated herein by reference.

 

 

 

Notwithstanding anything in this Statement to the contrary, each Reporting Person 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, each Reporting Person expects it would take into consideration a variety of factors including, but not limited to, the Issuer's business and prospects, other business opportunities available to the Reporting Person, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of the Issuer), tax considerations, and any other factors deemed relevant.  Further, the Reporting Persons intend to review their investment on a regular basis and, as a result of such review, may determine at any time or from time to time, either alone or as part of a group:

 

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CUSIP No. 8481L209

Page 5 of 8

 

Amendment No. 6 amends and supplements Item 4 of the Statement by adding the following after "Further Matters":

"July 2017 Amended Warrants

Pursuant to a Purchase Agreement between MF Ventures and the Issuer dated December 30, 2016, the Issuer issued to MF Ventures:

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The One-Year Warrants, which are warrants exercisable for 8,333,333 Common Shares at an exercise price of $0.40 per share (on a pre-consolidation basis), and

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The Five-Year Warrants, which are warrants exercisable for 8,333,333 Common Shares at an exercise price of $0.55 per share (on a pre-consolidation basis).

Pursuant to a Warrant Exchange Agreement between MF Ventures and the Issuer dated March 25, 2016, the Issuer issued warrants to purchase up to 7,199,216 Common Shares at an exercise price of $1.22 per share (the "March 2016 Warrants") (on a pre-consolidation basis).  On March 25, 2016, MF Ventures exercised its right under the March 2016 Warrants to purchase 3,031,249 Common Shares for an approximate total purchase price of $3.7 million.  MF Ventures has a balance of 4,167,967 Common Shares, at an exercise price of $1.22 per share (on a pre-consolidation basis), that may be purchased under the March 2016 Warrants.

 

On July 11, 2017, MF Ventures and the Issuer amended the One-Year Warrants, the Five-Year Warrants, and the March 2016 Warrants so that the Issuer may elect, in its sole discretion, to acquire no fewer than all of the warrants represented by the One-Year Warrants, the Five-Year Warrants, and the March 2016 Warrants in exchange for the Common Shares represented by such warrants—i.e. the Issuer may elect to issue on a pre-consolidation basis 8,333,3333 Common Shares in exchange for the cancellation of the One-Year Warrants; 8,333,333 Common Shares in exchange for the cancellation of the Five-Year Warrants; and 4,167,967 Common Shares in exchange for the cancellation of the March 2016 Warrants.  The above description of the amended One-Year Warrants, the Five-Year Warrants, and the March 2016 Warrants is qualified in its entirety by reference to Exhibits 15 and 16 incorporated by reference into this Amendment No.6 under Item 7.

On July 20, 2017, the Issuer notified MF Ventures of its intent to exchange all of the warrants represented by the One-Year Warrants, the Five-Year Warrants, and the March 2016 Warrants in exchange for the issuance to MF Ventures of 20,834,633 Common Shares on a pre-consolidation basis or 833,385 Common Shares on a post-consolidation basis (the "Warrant Exchange")."

 

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Item 7.		Material to be Filed as Exhibits.
Amendment No. 6 amends and supplements Item 7 of the Statement by adding the following:
"Exhibit Number		Description
14		Joint Filing Agreement to Amendment No. 6.
15		Form of Amended One-Year Warrants and Amended Five-Year Warrants incorporated herein by reference to exhibit 99.2 to the Issuer's Form 6-K deemed filed on July 20, 2017.
16		Amended March 2016 Warrants incorporated herein by reference to exhibit 99.1 to the Issuer's Form 6-K deemed filed on July 20, 2017."

 

 

 

 

 

 

 

 

 

This "Joint Filing Agreement" is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by and among the parties listed below, each a "Joint Filer."

The Joint Filers agree that this Amendment No. 6 to the Statement on Schedule 13D, to which this Joint Filing Agreement is an exhibit (the "Amendment"), may be filed on each of their behalf and that the Amendment may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k) of the Exchange Act.

IN WITNESS WHEREOF, each of the Joint Filers hereby execute this Joint Filing Agreement as of July 25, 2017.