In our last post we discussed the undisclosed sale of 300,000 shares by Sphere 3D’s co-founder, Giovanni Morelli. In a recent tweet Peter Bookman, the co-founder of V3 Systems and current Head of Global Strategy and Chief Marketing Officer at Sphere 3D, said that even after the Morelli stock sale Sphere 3D is still “40% still owned by founders ;)”.
We find that comment quite interesting, given the fact that the two acknowledged founders, namely Mario Biasini and Giovanni Morelli, are on record as owning only about four million shares between them:
Mario Biasini 2,746,429
Giovanni Morelli 1,228,571
You will recall that Peter Tassiopoulos is not a founder, according to filings, but has referred to himself as such, discussed here.
So let’s consider him a founder with 100,000 shares bringing the total to 4,075,000. There were 23,268,935 Sphere 3D shares outstanding according to the most recent AGM filing. By our calculation and based on disclosed positions, founders control 17.5% of the shares. If Mr. Bookman’s comment was accurate, founders would need to be in control of a further 5 million shares to reach the 40% level.
Did Mr. Bookman make a simple mistake in his tweet?
Are there other undisclosed founders? Recall that anyone owning more than 10% of Sphere 3D stock would have been required to disclose this ownership. At the time of listing that would have amounted to about 1.5M shares.
Would the 5 million undeclared founders shares just happen to be the $.005 shares that were sold to undisclosed subscribers on the same day that Sphere 3D acquired its Glassware 2.0 technology from Promotion Depot?
Shouldn’t the full 40% founder share position (taking the Bookman tweet at face value) be filed with the regulators?
One might want to recall that the OSC requires insiders to report ownership and transactions not just in shares they own directly, but, “any … control or direction over, securities of the reporting issuer,” as outlined here.
For the record, we take no further issue with Mr. Bookman, and acknowledge that he is an established and successful technology player in the VDI space. In fact, we think that Biasini, Morelli, and Tassiopoulos made a smart move to bring him and his company into the Sphere 3D fold, thereby giving their story credibility.