Page 6 of 9 – SEC Filing
| 13D | |
| CUSIP NO. 84841L209 | Page 6 of 9 |
| ITEM 1. | Security and Issuer |
This constitutes Amendment No. 121 (“Amendment No. 121”)
to the Schedule 13D relating to the shares of Common Stock of Sphere 3D Corporation (the “Issuer” or “Sphere
3D”) filed with the SEC on December 11, 2014 as subsequently amended by Amendment No. 1 filed on August 4, 2015 and further
amended by Amendment No. 2 filed on January 4, 2016, Amendment No. 3 filed on April 28, 2016, Amendment No. 4 filed on September
27, 2016, Amendment No. 5 filed on December 22, 2016, Amendment No. 6 filed on January 4, 2017, Amendment No. 7 filed on February
2, 2017, Amendment No. 8 filed on February 13, 2017, Amendment No. 9 filed on July 3, 2017, and Amendment No. 10 filed on January
3, 2018 and Amendment No. 11 filed on February 23, 2018 (as so amended, the “Schedule 13D”) by Cyrus Capital Partners,
L.P., a Delaware limited partnership (“Cyrus Capital”), Cyrus Capital Partners GP, L.L.C., a Delaware limited liability
company (“Cyrus GP”), FBC Holdings S.à r.l., a Luxembourg private limited liability company (“FBC”)
and Mr. Stephen C. Freidheim (each of Cyrus Capital, Cyrus GP, FBC and Mr. Freidheim, a “Reporting Person” and collectively
the “Reporting Persons”). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein. Only those
items amended are reported herein. Capitalized terms used in this Amendment No. 12 without being defined herein have the respective
meanings given to them in the Schedule 13D.
| ITEM 3. | Source and Amount of Funds or Other Consideration |
On March 6, 2018, FBC’s entitlement to purchase common
shares of the Issuer under that certain Warrant Certificate No. W-2 dated as of March 6, 2015 expired (the “A-2 Warrant Expiration”).
FBC received no proceeds from the A-2 Warrant Expiration. On March 20, 2018, FBC’s entitlement to purchase common shares
of the Issuer under that certain Warrant Certificate No. W-3 dated as of March 20, 2015 expired (the “A-3 Warrant Expiration”).
FBC received no proceeds from the A-3 Warrant Expiration. After giving effect to the A-2 Warrant Expiration and A-3 Warrant Expiration,
FBC is no longer entitled to be issued any Common Shares from the 2015 Warrants.
On March 30, 2018, the Issuer, as borrower, certain of its subsidiaries,
as guarantors and FBC, as lender, entered into that certain Third Amendment to 8% Senior Secured Convertible Debenture (the “Third
Amendment to New Debentures”), under which, among other things, (i) the maturity date of the New Debentures was extended
from March 31, 2018 to May 31, 2018 and (ii) FBC will receive a fee, payable in cash or Common Shares of the Issuer, at the Issuer’s
sole discretion, of $735,000 which such payment shall be made in four equal installments of $183,750. For further details regarding
the Third Amendment to New Debentures, please see the Issuer’s Current Report on Form 8-K, filed on April 2, 2018 which is
incorporated herein by reference.
On March 30, 2018, in connection with the Third Amendment to
New Debentures, FBC also entered into a Subordination Agreement Side Letter Agreement (the “Side Letter”) by and among
FBC, Opus Bank and Sphere 3D Corp., its subsidiaries and guarantors named therein pursuant to which, among other things, Opus Bank
and FBC agreed that (i) the Standstill Period for FBC to enforce any claim arising under the New Debentures against the parties
thereto is now the date that is the earlier of (a) forty-five (45) days after Opus’ receipt of such default notice and (b)
June 11, 2018 and (ii) the Extension Fee and any interest owed to FBC under the New Debentures or the Third Amendment to New Debentures
shall be deemed a Permitted Payment.
On March 29, 2018, FBC was issued 344,959 Common Shares in lieu
of US$483,287.67 of interest due and payable to FBC by the Issuer under the New Debentures. Each of such Common Shares was issued
at a price of US$1.4010 per share.
