Business
Sphere 3D Corp. Announces Cancellation of 37.5% of the Outstanding Series H Preferred Shares and Agreement with Hertford Advisors
Cancellation of 37.5% or 36,000 of the Outstanding Series H Preferred Shares Nomination of David Danziger, CPA, CA, for election to the Board of Directors at
About this update from Sphere 3d Corp.
[{"type":"text","content":"\nCancellation of 37.5% or 36,000 of the Outstanding Series H Preferred Shares\nNomination of David Danziger, CPA, CA, for election to the Board of Directors at Upcoming 2022 Annual and Special General Meeting\nVoting and Standstill Agreement with Hertford\n\nToronto, Ontario--(Newsfile Corp. - November 8, 2022) - Sphere 3D Corp. (NASDAQ: ANY) (\"Sphere 3D\" or the \"Company\"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, today announced that it has entered into an agreement (the \"Agreement\") with Hertford Advisors Ltd., a Cayman Islands Company (\"Hertford\"), with respect to the Series H Preferred Shares.\nPursuant to the Agreement, the Company has cancelled 36,000 Series H Preferred Shares1, representing 37.5% of the outstanding Series H Preferred Shares, without payment of any cash consideration. The Series H Preferred Shares were issued to Hertford pursuant to a Purchase Agreement dated July 31, 2021. Each Series H Preferred Share is convertible into 1,000 common shares and the cancellation of 36,000 Series H Preferred Shares will significantly reduce the dilutive impact of the Series H Preferred Shares to holders of the Company's common shares.\nHertford will retain 60,000 Series H Preferred Shares, which are non-voting and do not accrue dividends. At the Company's upcoming Annual General Meeting (\"AGM\") scheduled for December 20, 2022, the Company will seek shareholder approval for the conversion of the remaining 60,000 Series H Preferred Shares, subject to the terms and conditions contained in the Company's articles.\nThe Agreement also provides for certain resale restrictions applicable to the common shares that are issuable upon the conversion of the remaining Series H Preferred Shares during the two-year period ending on December 31, 2024, which are different from the restrictions contained in the Purchase Agreement.\nPursuant to the Agreement, and consistent with our ongoing efforts to strengthen the expertise, corporate governance, and oversight of the Company's board of directors, the Company will nominate David Danziger, CPA, CA at the AGM for election as a director. Subject to his being elected by the Company's shareholders, the Board intends to appoint Mr. Danziger as a member of its Audit Committee. With the addition of Danziger, and the appointm...