Sphere 3D Corp SEC Filings

Sphere 3D Corp. (ANY) has called a virtual special shareholder meeting for January 15, 2026 to vote on three key proposals. The centerpiece is approval of a previously completed warrant inducement transaction with an accredited investor. The company had issued warrants to purchase 4,368,211 common shares at $1.50, then agreed in October 2025 to let the investor exercise these at $0.94 per share and to issue new warrants for up to 8,736,422 additional shares at the same price. All existing warrants were exercised, providing approximately $4.1 million in gross cash proceeds for working capital and general corporate purposes.

Shareholders are now asked to approve the warrant inducement under Nasdaq rules, which would allow exercise of the new warrants and could significantly dilute existing holders as more shares are issued. The meeting will also consider changing the company’s name to “Sphere 3D Mining Corporation” (or a similar variant) to reflect its focus on cryptocurrency mining, and an adjournment proposal that would allow the company to postpone the meeting if more time is needed to secure votes. The board unanimously recommends voting in favor of all three proposals.

Sphere 3D Corp. (ANY) named Kurt Kalbfleisch Chief Executive Officer, effective immediately on November 6, 2025, and entered into a third amended and restated employment agreement with him on November 11, 2025. He will also continue serving as Chief Financial Officer.

The agreement sets an annual base salary of $400,000 and makes him eligible, at the Board’s discretion, for an annual bonus equal to 110% of base salary, plus potential equity awards tied to performance and financial thresholds. Benefits include company-paid family health insurance and participation in standard executive plans.

If terminated without cause or if he resigns for good reason, severance includes: continued base salary for 18 months; 75% of target bonus for 18 months; accrued vacation; continued health and life insurance for 18 months or reimbursement of elected coverage up to $5,000 per month for the same period; immediate vesting of unvested equity; and a pro rata target bonus plus any declared but unpaid bonus from the prior year. A press release announcing the appointment was furnished under Regulation FD.

Sphere 3D Corp. furnished an 8-K to announce that it issued a press release with financial results for its third fiscal quarter ended September 30, 2025. The press release is incorporated by reference as Exhibit 99.1 and the information under Item 2.02 is being furnished and not deemed filed under the Exchange Act.

The company’s common shares trade on the NASDAQ Capital Market under the symbol ANY.

Sphere 3D Corp. (ANY) filed its Q3 2025 10‑Q. Bitcoin mining revenue was $2.6 million versus $2.4 million a year ago, while the quarter posted a net loss of $4.2 million. For the first nine months, revenue was $8.5 million versus $14.0 million last year, reflecting the April 2024 halving and a fleet refresh.

Cash was $5.3 million, total assets $31.1 million, and shareholders’ equity $29.5 million as of September 30, 2025. The company reported substantial doubt about its ability to continue as a going concern without additional funding. Operating cash outflow was $13.4 million year‑to‑date.

Sphere 3D held 22.7 Bitcoin valued at $2.6 million and mined 84.3 Bitcoin year‑to‑date. Subsequent to quarter end, it received $4.1 million gross from a warrant exercise inducement and issued new warrants, entered a new hosting agreement effective November 1, 2025, and purchased $3.9 million of new miners. Common shares outstanding were 29,360,954 as of September 30, 2025, and 33,729,165 as of October 28, 2025.

Sphere 3D Corp. (ANY) entered a warrant inducement with an accredited investor, reducing the exercise price on 4,368,211 Existing Warrants to $0.94 per share and issuing New Warrants equal to 200% of exercised shares, up to 8,736,422.

If all Existing Warrants are exercised, the Company expects approximately $4 million in gross proceeds, to be used for working capital and general corporate purposes. The New Warrants have a $0.94 exercise price, become exercisable upon Stockholder Approval, and expire five years after that approval. A 9.99% beneficial ownership cap limits exercises.

Closing is expected on October 17, 2025, subject to customary conditions. A resale registration statement is due by November 16, 2025 and must be declared effective within 60 days (or 90 days if reviewed). The Company will seek Stockholder Approval at a meeting on or before January 15, 2026. A.G.P./Alliance Global Partners will receive a 7.0% commission on gross proceeds and $40,000 in expense reimbursement.

Kurt L. Kalbfleisch, Acting CEO and CFO of Sphere 3D Corp. (ticker ANY), reported changes in beneficial ownership on Form 4. On 09/03/2025 he received 195,201 Restricted Stock Units (RSUs) (code M) that convert into common stock, increasing his direct beneficial ownership to 550,380 shares. The filing also shows a sale (code F) of 85,010 common shares at $0.6069 per share, reducing direct holdings to 465,370 shares. Additionally, 2,142 shares are reported as indirectly owned by each of his daughter and son. The RSU disclosure notes multiple vesting events: 11,607 RSUs vested 6/20/2025, 89,844 vested 6/30/2025, and 93,750 vested 9/01/2025, and details three awards with specified quarterly vesting schedules through 6/01/2027. The Form is signed by Denise Garrett on behalf of Mr. Kalbfleisch on 09/05/2025.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 1,996,000 common shares of Sphere 3D Corp., representing 7.05% of the outstanding class. The stake is held through Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager and exercises shared voting and dispositive power. The reported percent is based on 28,320,832 shares outstanding as of July 31, 2025. Both Armistice Capital and Steven Boyd report 0 sole voting or dispositive power and 1,996,000 shared voting and dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Sphere 3D (Ticker: ANY) filed a Form S-8 on June 29, 2025 to register 4,596,408 common shares for future equity awards under the new 2025 Performance Incentive Plan.

The share pool consists of (i) 3,000,000 newly authorized shares and (ii) 1,596,408 shares carried forward from the company’s 2015 plan, plus any additional shares that may become issuable under the plan’s adjustment and anti-dilution provisions. The filing incorporates by reference the company’s most recent Annual Report on Form 10-K, the March 31, 2025 Form 10-Q, and several 2025 Form 8-Ks, ensuring those disclosures are part of the prospectus delivered to plan participants.

The registration enables Sphere 3D to issue stock-based compensation to employees, officers, directors and other eligible participants. Standard undertakings cover post-effective amendments, automatic incorporation of future Exchange Act filings, and director/officer indemnification consistent with the Business Corporations Act (Ontario). Exhibits include the full 2025 Plan, legal opinions, auditor consent, and the filing-fee table.