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  4. [8-K] Sphere 3D Corp. Reports Material Event

Sphere 3D becomes DarkHorse, starts trading as DRK

DarkHorse Technologies Inc. completes its move to British Columbia, rebrands from Sphere 3D, and shifts strategic focus to AI-oriented power and data center infrastructure.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sphere 3D Corp. (NASDAQ: ANY), now operating as DarkHorse Technologies Inc., completed its corporate continuance from Ontario to British Columbia on September 16, 2026, and adopted new charter documents under the Business Corporations Act (British Columbia). The legal name changed to DarkHorse Technologies Inc., with shareholders having approved the continuance and name change on August 24, 2026.

The company’s common shares began trading on the Nasdaq Capital Market under the new name and ticker symbol “DRK” on September 17, 2026, and were assigned a new CUSIP number 236918108, replacing 84841L506. A rebrand press release describes a strategic focus on AI and digital infrastructure, centered on power-ready, distribution-connected data center sites in Tennessee and Kentucky, with approximately 50 MW of expected operating capacity after an Iowa divestiture, a proposed additional 50 MW Kentucky data center, and a 100 MW development pipeline.

Positive

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Filing Explained

The filing qualifies the rebrand announcement’s infrastructure figures: the expected 50 MW operating capacity, proposed 50 MW Kentucky site, and approximately 100 MW expansion pipeline are not contracted, and development plans do not assure completed facilities or customer contracts.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of continuance and name change September 16, 2026 Date the company continued to British Columbia and became DarkHorse Technologies Inc.
Start of trading under DRK ticker September 17, 2026 Date common shares began trading on Nasdaq Capital Market as DRK
New CUSIP number 236918108 CUSIP assigned to DarkHorse Technologies Inc. common shares
Number of data center locations 4 locations Expected operating footprint in Tennessee and Kentucky after Iowa site sale
Expected operating power capacity 50 MW Approximate operating power capacity across four data center locations after Iowa divestiture
Proposed new Kentucky data center capacity 50 MW Planned additional data center under development in Kentucky
Development pipeline potential expansion 100 MW Approximate additional power capacity in the company’s development pipeline
Shareholder approval date August 24, 2026 Date shareholders approved the continuance and name change
Continuance regulatory
"completed its previously announced continuance from the Province of Ontario"
A continuance is a formal postponement of a meeting, hearing, regulatory review or other scheduled corporate proceeding to a later date. For investors it matters because it delays outcomes—like approvals, rulings or decision timelines—creating uncertainty about when material information or actions will be resolved; think of it like pausing a movie and resuming later, which keeps you waiting to see the ending and can affect short-term expectations and share price.
Business Corporations Act (British Columbia) regulatory
"became governed by the Business Corporations Act (British Columbia)"
A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.
CUSIP number financial
"common shares have been assigned a new CUSIP number, 236918108"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
distribution-connected sites technical
"focused infrastructure platform centered on power-ready, distribution-connected sites"
high-performance computing technical
"assets for high-performance computing, AI workloads and digital asset infrastructure"
A cluster of very powerful computers, special chips and fast networks designed to tackle huge, complex calculations far faster than a normal PC — like replacing a single delivery van with a synchronized fleet to move a city’s worth of packages. For investors, high-performance computing matters because it enables faster product development, more accurate simulations and data analysis, and new revenue streams for hardware, software and services, making firms that supply or use it potentially more competitive and scalable.
development pipeline financial
"a development pipeline of approximately 100 MW of additional potential expansion"
A development pipeline is the collection of products, drugs, or projects a company is actively creating, shown by the stage each one is in from early research to final approval or launch. For investors it acts like a roadmap of future revenue potential and risk—similar to a restaurant’s planned menu items at different stages of testing—because items farther along are likelier to generate sales while earlier-stage projects carry more uncertainty and longer timelines.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Sphere 3D Corp. (ANY) announce in this 8-K?
The company completed its continuance from Ontario to British Columbia on September 16, 2026, adopted new charter documents under the BCBCA, and changed its legal name from Sphere 3D Corp. to DarkHorse Technologies Inc., following shareholder approval on August 24, 2026.

When did DarkHorse Technologies Inc. start trading under the DRK ticker?
DarkHorse Technologies Inc.’s common shares began trading on the Nasdaq Capital Market under the ticker symbol “DRK” at the market open on September 17, 2026. Before that date, the shares continued to trade under the former ticker “ANY.”

How does the name and ticker change affect DarkHorse (ANY/DRK) shareholders?
The filing states that the name change and ticker change do not affect the rights of security holders. Existing share certificates remain valid, and shares held through brokers are expected to reflect the changes automatically, with no action required from shareholders.

What new CUSIP number was assigned to DarkHorse Technologies Inc.?
In connection with the name change and continuance, the company’s common shares received a new CUSIP number 236918108, which replaces the prior CUSIP number 84841L506 associated with Sphere 3D Corp.

What strategic focus does DarkHorse Technologies Inc. describe after the rebrand?
DarkHorse describes a strategy centered on AI and digital infrastructure, focusing on smaller, power-ready, distribution-connected sites in Tennessee and Kentucky, advanced through modular development with disciplined capital deployment as customer demand is validated.

What power capacity footprint does DarkHorse expect after its Iowa divestiture?
Following its business combination with Cathedra Bitcoin and the planned sale of its Iowa site, DarkHorse expects to own and/or operate approximately 50 MW of operating power capacity across four data center locations, plus a proposed new 50 MW Kentucky data center and about 100 MW of additional development pipeline.

Under which corporate law is DarkHorse Technologies Inc. now governed?
As a result of the continuance effective September 16, 2026, DarkHorse Technologies Inc. is now governed by the Business Corporations Act (British Columbia), instead of the Business Corporations Act (Ontario).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 16, 2026

 

DARKHORSE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

British Columbia   001-36532   98-1220792
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       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

 

Sphere 3D Corp.
(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:

 

☐ 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 Symbol(s)   Name of Each Exchange on Which Registered
Common Shares   DRK   Nasdaq Capital Market
Common Shares Purchase Rights   N/A   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. ☐

 

 

 

 

 

 

Introductory Note

 

Effective September 16, 2026, DarkHorse Technologies Inc., formerly known as Sphere 3D Corp. (the “Company”), completed its previously announced continuance (the “Continuance”) from the Province of Ontario to the Province of British Columbia. Upon completion of the Continuance, the Company ceased to be governed by the Business Corporations Act (Ontario) (“OBCA”) and became governed by the Business Corporations Act (British Columbia) (the “BCBCA”), and the Company’s legal name was changed from “Sphere 3D Corp.” to “DarkHorse Technologies Inc.” As previously reported, the Continuance and the name change were approved by the Company’s shareholders at the special meeting of shareholders held on August 24, 2026.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In connection with the Continuance, the Company adopted a new Notice of Articles and new Articles under the BCBCA (together, the “New Charter Documents”), effective September 16, 2026, which replaced the Company’s articles and by-laws in effect under the OBCA.

 

A description of the New Charter Documents, including a comparison of the rights of shareholders under the BCBCA and the OBCA, is set forth in the Company’s proxy statement filed with the SEC on July 13, 2026, as supplemented on August 7, 2026, under the heading “Proposal No. 1 – Continuance Proposal” and in Appendices A and B thereto, and is incorporated herein by reference.

 

Copies of the Notice of Articles and Articles are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On September 16, 2026, the Company issued a press release announcing the effectiveness of the Continuance, the name change and the related ticker symbol change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

As disclosed above, the Company’s name change to “DarkHorse Technologies Inc.” became effective on September 16, 2026. In connection with the name change, the Company’s common shares began trading on the Nasdaq Capital Market under the new name and the new ticker symbol “DRK” at the market open on September 17, 2026. In connection with the name change, the Company’s common shares have been assigned a new CUSIP number, 236918108, replacing the prior CUSIP number, 84841L506. The name change and the change of ticker symbol do not affect the rights of the Company’s security holders.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

   Description
3.1   Notice of Articles of DarkHorse Technologies Inc., effective September 16, 2026.
3.2   Articles of DarkHorse Technologies Inc., effective September 16, 2026.
99.1   Press Release dated September 16, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: September 17, 2026

 

  DARKHORSE TECHNOLOGIES INC.
     
  By:  /s/ Joel Block
    Joel Block
    Chief Executive Officer

 

2

 

Exhibit 99.1

 

Sphere 3D Completes Rebrand as DarkHorse Technologies Inc., Marking Next Phase of Power-First AI Infrastructure Strategy

 

Stamford, Connecticut, September 16, 2026 - DarkHorse Technologies Inc. (Nasdaq: ANY), formerly Sphere 3D Corp. (the “Company”), today announced that its corporate name change has become effective, marking the next phase of the Company’s strategic repositioning toward AI and digital infrastructure.

 

The Company’s common shares are expected to begin trading on Nasdaq under the new name and ticker symbol “DRK” at the market open on Thursday, September 17, 2026, subject to Nasdaq procedures. Until then, the shares will continue to trade under “ANY.” The name change took effect upon completion of the Company’s continuance from the Province of Ontario to the Province of British Columbia. As a result of the continuance, the Company is now governed by the Business Corporations Act (British Columbia) in place of the Business Corporations Act (Ontario).

 

DarkHorse reflects the business management is building—a more focused infrastructure platform centered on power-ready, distribution-connected sites in Tennessee and Kentucky. The Company intends to concentrate on smaller footprint sites that can be advanced efficiently through modular development, while maintaining a disciplined approach to capital deployment as customer demand is validated.

 

“DarkHorse is more than a new name; it marks a clear line between the legacy perception of Sphere 3D and the infrastructure platform we are building,” said Joel Block, Chief Executive Officer. “We are concentrating capital and management attention where we believe we can compete effectively: smaller, power-ready sites with established utility relationships that sit outside the conventional hyperscale pipeline. As access to power and time to deployment become increasingly important across AI infrastructure, we believe our existing footprint and utility relationships give us a practical basis from which to compete. DarkHorse is a reflection of how we intend to operate. Compete where we have an edge, find opportunities others overlook, move with discipline and let execution define the Company.”

 

The rebrand follows the Company’s strategic review announced on September 8, 2026, which established a development focus on the Tennessee Valley Authority region and resulted in agreements to divest the Company’s Iowa site and legacy mining fleet.

 

Shareholders approved the name change on August 24, 2026. In connection with the name change and continuance, the Company’s common shares have been assigned a new CUSIP number, 236918108, replacing the Company’s prior CUSIP number, 84841L506. Existing shareholders are not required to take any action; existing share certificates representing common shares of Sphere 3D Corp. remain valid, and shares held through a broker or other nominee are expected to reflect the change automatically.

 

About DarkHorse Technologies Inc.

 

DarkHorse Technologies Inc. (Nasdaq: ANY), formerly Sphere 3D Corp., is a digital infrastructure company focused on operating and expanding scalable power and data center assets for high-performance computing, AI workloads and digital asset infrastructure. Following its business combination with Cathedra Bitcoin and upon completion of the previously announced sale of its Iowa site, the Company expects to own and/or operate approximately 50 MW of operating power capacity across four data center locations in Tennessee and Kentucky, and has a proposed new 50 MW data center under development in Kentucky, together with a development pipeline of approximately 100 MW of additional potential expansion opportunities. The Company combines infrastructure ownership, energy optimization expertise and capital markets access to pursue long-term value creation across next-generation compute infrastructure.

 

The Company’s common shares are expected to begin trading on Nasdaq under the symbol “DRK” beginning September 17, 2026.

 

For more information, visit www.darkhorse.inc.

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and forward-looking information within the meaning of applicable Canadian securities laws. These statements include, without limitation, the anticipated commencement of trading under the new name and ticker symbol “DRK” on the anticipated date, the expected assignment and effectiveness of the new CUSIP and ISIN, the Company’s development plans and pipeline, potential AI and high-performance computing uses of the Company’s sites, none of which is contracted, and the expected benefits of the Company’s strategy. Words such as “expects,” “plans,” “intends,” “anticipates,” “will” and similar expressions identify forward-looking statements. These statements reflect current expectations, rest on assumptions that may prove incorrect, and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially.

 

Relevant risks include Nasdaq procedures and transfer agent and depository processing, any of which could delay or prevent the change of ticker symbol from occurring on the anticipated date or at all; financing availability; customer commitments; power availability; zoning, permitting and other regulatory approvals; construction costs and timing; and the risks described under “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, available at www.sec.gov. Development plans do not assure completed facilities or customer contracts. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise them except as required by applicable law.

 

Investor Relations

 

Investor.relations@darkhorse.inc

 

Source: View Original Filing on SEC EDGAR

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