Sphere 3D Corp (ANY)

[investor830]

I believe the fully diluted shares o/s after the Closing is about 44 million. My bridge (taken from most recent quarterly report) of this is:

O/s at 6/30 23,414,271
Convertible bond 666,666 ($5M / $7.50 ex price)
Options o/s 3,420,000
Options avail to issue 1,230,000
Warrants o/s 1,473,784
Special warrants o/s 1,852,988 (1)
Overland shares 9,443,882
Overland warrants 1,467,906
Overland options 143,325
Overland restricted 505,321
Overland issuance (769,231)
7/10 interest pmt 10,894
7/18 overland supply agmt 52,801
TOTAL 43,964,021
Shares in escrow 3,258,500
TOTAL 47,222,521

For my modeling I am assuming 50M shares outstanding when trying to calculate a buyout assumption.

Shares in Escrow - the Q shows that there are 3,258,500 shares held in escrow and subject to release from Dec 2014 to Dec 2015. What is unclear to me is whether these shares are included in the o/s total as of 6/30/14?

(1) 1,176,500 special warrants were issued on 6/5/14, each special warrant is for 1 share plus a warrant for 1/2 share. Additionally, since ANY was unable to register these warrants as agreed by 7/31/14 the amount of issuance increases by 1.05.

http://www.sec.gov/Archives/edgar/data/1591956/000106299314005295/exhibit99-1.htm