Sphere 3D Corp. (NASDAQ: ANY) wins approval for warrant deal and name change

Rhea-AI Filing Summary

Sphere 3D Corp. held a Special Meeting of Shareholders on January 15, 2026, where 12,039,300 common shares, or about 36% of the 33,729,165 shares outstanding as of the record date, were represented, establishing a quorum. Shareholders voted on three proposals.

They approved a warrant inducement transaction, with 1,395,651 votes for and 371,562 votes withheld, alongside broker non-votes and abstentions. Shareholders also approved a potential name change of the company, with 10,478,504 votes for and 1,560,796 votes withheld. In addition, they approved the adjournment proposal, allowing adjournments or postponements of the meeting or other proper business, with 1,493,717 votes for and 273,496 votes withheld.

The company also noted that a SEDAR filing dated January 16, 2025 was furnished as an exhibit, along with the cover page interactive data file.

false 2026-01-15 0001591956 Sphere 3D Corp. 0001591956 2026-01-15 2026-01-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-36532	98-1220792
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States 06901
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares		ANY		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 15, 2026, Sphere 3D Corp. (the "Company") held a Special Meeting of Shareholders ("Meeting"). Of the 33,729,165 shares of the Company's common shares outstanding as of the record date, 12,039,300 shares or approximately 36%, were represented at the Meeting, constituting a quorum present at the Meeting. The shareholders considered three proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 5, 2025. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1. Warrant Inducement Proposal

  On a vote taken regarding the warrant inducement proposal, it was declared that the shareholders approved the warrant inducement transaction. Voting results are as follows:

Votes For	Votes Withheld	Broker Non-Votes	Abstentions
1,395,651	371,562	10,272,087	21,689,865

2. Name Change Proposal

  On a vote taken regarding the name change proposal, it was declared that the shareholders approved the potential name change of the Company.  Voting results are as follows:

Votes For	Votes Withheld	Broker Non-Votes	Abstentions
10,478,504	1,560,796	0	21,689,865

3.  The Adjournment Proposal

      On a vote taken regarding the adjournment proposal, it was declared that the shareholders approved the adjournments or postponements of the Meeting or to transact such other business as may be properly brought before the Meeting.  Voting results are as follows:

Votes For	Votes Withheld	Broker Non-Votes	Abstentions
1,493,717	273,496	10,272,087	21,689,865

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.

Exhibit Number		Description
99.1		SEDAR filing submitted January 16, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 16, 2026

	SPHERE 3D CORP.
	By:	/s/ Kurt Kalbfleisch
		Kurt Kalbfleisch
		Chief Executive Officer

FAQ

What did Sphere 3D Corp. (ANY) shareholders vote on at the Special Meeting?

Shareholders voted on three proposals: a warrant inducement proposal, a name change proposal, and an adjournment proposal related to postponing the meeting or handling other proper business.

Were Sphere 3D Corp. (ANY) shareholders present in sufficient numbers to hold the Special Meeting?

Yes. Of the 33,729,165 common shares outstanding as of the record date, 12,039,300 shares, or about 36%, were represented at the meeting, which constituted a quorum.

Did Sphere 3D Corp. (ANY) shareholders approve the warrant inducement proposal?

Yes. The warrant inducement proposal was approved, receiving 1,395,651 votes for and 371,562 votes withheld, in addition to broker non-votes and abstentions.

Was the potential name change of Sphere 3D Corp. (ANY) approved?

Yes. Shareholders approved the name change proposal, with 10,478,504 votes for and 1,560,796 votes withheld, plus recorded abstentions.

What was decided about possible adjournments of the Sphere 3D Corp. (ANY) Special Meeting?

Shareholders approved the adjournment proposal, allowing adjournments or postponements of the meeting or other proper business, with 1,493,717 votes for and 273,496 votes withheld.

What exhibits were included with Sphere 3D Corp.’s Special Meeting filing?

The filing lists an exhibit 99.1, described as a SEDAR filing submitted January 16, 2025, and exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.