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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 8, 2026
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
| Ontario |
|
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 |
| 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:
| ☐ |
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 |
|
ANY |
|
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On September 8, 2026, Sphere
3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain accredited investors named thereto (collectively, the “Purchasers”),
providing for the private placement (the “Private Placement”) to the Purchasers of an aggregate of 1,666,661 units
(collectively, the “Units”), each Unit consisting of (i) one common share of the Company, no par value (a “Common
Share”), and (ii) one warrant to purchase one Common Share (the “Warrant”), for aggregate proceeds of approximately
$5.0 million (or $3.00 per Unit). The closing of the Private Placement occurred on September 11, 2026 (the “Closing Date”).
The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
Each Warrant has an exercise
price of $3.50 per Common Share, is immediately exercisable, expires five years from the date of issuance, and is subject to customary
adjustments.
The Warrants contain beneficial
ownership limitations pursuant to which a Warrant may not be exercised to the extent that, after giving effect to the exercise, the holder,
together with its affiliates and attribution parties, would beneficially own Common Shares in excess of the beneficial ownership limitation
applicable to such holder, which may be 4.99%, 9.99% or 19.99%. A holder may increase or decrease its beneficial ownership limitation
upon notice to the Company, provided that the limitation may not exceed 19.99% and any increase will not become effective until the 61st
day following delivery of such notice.
The Warrants generally may
be exercised only for cash. If all of the Warrants are exercised for cash, the Company would expect to receive additional gross proceeds
of approximately $5.8 million.
Certain
affiliates of the Company, including the Company’s Chairman of the Board of Directors and the Chief Executive Officer, participated
in the Private Placement and subscribed for an aggregate of 333,332 Units for aggregate gross proceeds of approximately $1.0 million.
Pursuant to the Purchase Agreement,
for a six month period commencing on the Closing Date (the “Lock-Up Period”), the Purchasers, subject to limited exceptions,
may not directly or indirectly offer, sell, contract to sell, pledge, lend, transfer or otherwise dispose of the Common Shares, Warrants
or the Common Shares underlying the Warrants (the “Warrant Shares”) beneficially owned by them, or enter into certain
hedging or similar transactions that transfer the economic consequences of ownership of such securities (the “Lock-Up”).
The Warrants may be exercised during the Lock-Up Period, but any Warrant Shares issued upon exercise will remain subject to the Lock-Up
until the expiration of the Lock-Up Period.
The securities issued to the
Purchasers under the Purchase Agreement were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption based in part
on representations made by the Purchasers, including that each Purchaser is either an “accredited investor,” as defined in
Rule 501(a) under the Securities Act, or a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act.
The sale of the securities
pursuant to the Purchase Agreement has not been registered under the Securities Act or any state securities laws. The securities may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In addition, securities
have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution
except pursuant to a Canadian prospectus or an available exemption from applicable prospectus requirements. Neither this Current Report
on Form 8-K nor the exhibits attached hereto constitute an offer to sell or a solicitation of an offer to buy any of the securities described
herein or therein.
On the Closing Date, the Company
and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to
which the Company agreed to prepare and file with the U.S. Securities and Exchange Commission, no later than 181 days after the Closing
Date, a registration statement on Form S-3 covering the resale of the Common Shares issued in the Private Placement and the Warrant Shares.
Subject to the terms of the Registration Rights Agreement and the transfer restrictions contained in the Purchase Agreement, including
the Lock-Up, the Company agreed to use its reasonable best efforts to cause the registration statement to become effective as promptly
as possible after its filing.
The foregoing descriptions
of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained
in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in response to this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On September 8, 2026, the Company issued a press
release announcing the pricing of the Private Placement as well as other certain business updates. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
The information contained in this Item 7.01, including
in Exhibit 99.1 attached hereto, is “furnished” and not “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. Such information
shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act, except to the extent such other
filing specifically incorporates such information by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated as of September 8, 2026, by and between Sphere 3D Corp. and the purchasers party thereto. |
| 10.2 |
|
Form of Common Share Warrant. |
| 10.3 |
|
Registration Rights Agreement, dated as of September 11, 2026, by and among Sphere 3D Corp. and the purchasers party thereto. |
| 99.1 |
|
Press Release dated September 8, 2026. |
| 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: September 11, 2026
| |
SPHERE 3D CORP. |
| |
|
|
| |
By: |
/s/ Joel Block |
| |
|
Joel Block |
| |
|
Chief Executive Officer |
Exhibit 99.1
Sphere 3D Corp. Concludes 90-Day Strategic Review,
Announces Pricing of $5.0 Million Private Placement, and Divests Non-Core Assets to Fund AI and High-Performance Computing Development
Three Directors, Including the Board Chairman
and Chief Executive Officer, are participating in the Private Placement; Sale of Non-Core Iowa Site and Legacy Mining Fleet to Fund AI
and High-Performance Computing Development in the TVA Region; Company Secures Land Option in Hopkinsville, Kentucky
Stamford, Connecticut, September 8, 2026
- Sphere 3D Corp. d/b/a DarkHorse Technologies (NASDAQ: ANY) (“Sphere 3D” or the “Company”), today announced that
it has entered into a securities purchase agreement (the “Purchase Agreement”) for a private placement financing (the “Private
Placement”) which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement includes meaningful participation
from certain Company insiders as described below. In addition, the Company has announced the initial conclusions of the strategic review
conducted by management and the Board of Directors during the first 90 days following its June 2026 business combination. The review’s
conclusions include continued development of our existing sites within the Tennessee Valley Authority (“TVA”) into AI factories
along with active pursuit of a new development in Hopkinsville, Kentucky, where the Company, via a wholly owned subsidiary, has secured
a land option and has proposed a new 50 megawatt (“MW”) data center supported by a new 65 MW substation, each of which remains
subject to zoning and other approvals. The review also determined that the Iowa site and legacy mining fleet are non-core, and the Company
has agreed to sell both.
Private Placement. The Company announced
the pricing of the Private Placement which is expected to result in aggregate gross proceeds of $5.0 million. The Private Placement is
expected to close on or about September 11, 2026, subject to customary closing conditions. Pursuant to the Private Placement, the
Company agreed to issue and sell an aggregate of 1,666,661 units (the “Units”) at a purchase price of $3.00 per
Unit. Each Unit consists of (i) one common share of the Company and (ii) one five-year warrant to purchase one common share at an exercise
price of $3.50 per share. The price per Unit and the exercise price of the warrant represent a 29% and 51% premium, respectively,
to the Company’s closing price on September 4, 2026. Further, pursuant to the terms of the Purchase Agreement, the securities issued
in the Private Placement will be subject to a six-month contractual lock-up period. Three directors of the Company, including Timothy
Hanley, Chairman of the Board, and Joel Block, Chief Executive Officer, have subscribed in the Private Placement (collectively, the “Participating
Insiders”). The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding
the Company’s AI/HPC development in the TVA region.
Hopkinsville. The Company has secured an
option to acquire approximately 20 acres in Hopkinsville, Kentucky and has proposed developing a new data center at the site drawing approximately
50 MW, supported by a new 65 MW substation that we have offered to fund at an estimated cost of $8 million to $10 million. The remaining
15 MW of capacity will be made available to other Hopkinsville Electric System (“HES”) customers. HES has publicly indicated
that the TVA could supply the additional capacity without affecting service to its approximately 13,000 existing customers. The proposal
has not yet received all requisite regulatory approvals which could affect the project’s feasibility, timing, or scope. Separately,
the Company is evaluating conversion of its existing Hopkinsville operation, which is contracted to draw approximately 15 MW at HES’s
Holland Substation, to AI and high-performance computing use.
Portfolio Focus. Following the review,
management and the Board determined that the Company’s Iowa site is a non-core asset and the Company has entered into a definitive
agreement to sell the site for $1.5 million. Additionally, the Company expects to recover approximately $500,000 in utility deposits and
related prepayments, bringing total proceeds to approximately $2 million. Together with the expected proceeds of the Private Placement,
the Company will deploy funds toward the development of AI and high-performance computing infrastructure across its Tennessee and Kentucky
sites. The Company has also agreed to sell its legacy fleet of approximately 5,500 proprietary mining machines for approximately $3 million.
Following the Iowa sale, the Company will own and/or operate approximately 50 MW of energized capacity across four sites in Tennessee
and Kentucky, reflecting an additional 5 MW now under contract in Hopkinsville, and excluding the proposed new Hopkinsville data center
and other pipeline opportunities.
Mining Structure. With Bitdeer Technologies
Group (NASDAQ: BTDR) now supplying and owning the hardware at 20 MW of the 30 MW contracted under the Company’s joint mining agreements
and the third site expected online before November 2026 as previously disclosed, the Company’s bitcoin mining exposure is structured
primarily through revenue-share hosting arrangements. The Company controls the power and the sites and the termination provisions in these
agreements preserve the Company’s ability to redeploy capacity to AI and high-performance computing workloads.
Development Roadmap. The strategy that
emerged from the review is to develop AI and high-performance computing facilities across smaller, distribution-connected sites that larger
developers overlook. Priorities will include speed from site to operating compute, partnership with host communities and their utilities,
and investment in local technical education and workforce training. The new Hopkinsville data center is the first project advanced under
this approach. The Company intends to concentrate its development effort in the TVA region, where its existing footprint, utility relationships,
and government affairs and economic development partnerships are already in place.
“One of the primary initiatives of this
management team is to allocate capital on a risk-adjusted basis, and the first 90 days were spent deciding where every dollar and every
hour goes,” said Joel Block, Chief Executive Officer of Sphere 3D Corp. “We determined, in consultation with our Board, that
our Iowa site is non-core. We are selling that site and our legacy mining fleet and redeploying that capital, together with the proceeds
from the Private Placement, into AI infrastructure in the TVA region. I believe the participation of our directors in the Private Placement,
including me, speaks volumes to the value we see in Sphere 3D.”
The Participating Insiders subscribed for a
total of 333,332 Units for aggregate gross proceeds of approximately $1.0 million. Each issuance by the Company of securities to a Participating
Insider in connection with the Private Placement is considered a “related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt
from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in sections
5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of such transactions, insofar as they involve related parties,
is not more than 25% of the Company’s market capitalization.
The securities in the Private Placement described
above are being offered in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and pursuant to applicable prospectus exemptions under Canadian securities laws.
The securities have not been registered under the Securities Act or applicable state securities laws and, accordingly, may not be offered
or sold in the United States absent registration or an applicable exemption from such registration requirements. The securities
may also be subject to applicable hold periods and other resale restrictions under applicable Canadian securities laws.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Sphere 3D Corp.
Sphere 3D Corp. (NASDAQ: ANY), doing business
as DarkHorse Technologies, 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 the sale of its Iowa site, the Company owns and/or operates 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 in Hopkinsville, Kentucky, together with a development pipeline
exceeding 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 shareholders
have approved the change of the Company’s name to DarkHorse Technologies Inc., which will become effective upon the Company’s
continuance from Ontario to British Columbia, and the Company has reserved the Nasdaq ticker “DRK,” with the name and ticker
changes subject to Nasdaq procedures and other conditions. Until those changes are effective, the Company’s common shares will continue
to trade on Nasdaq under the ticker symbol “ANY.” For more information, visit www.sphere3d.com/investors.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and
the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events and include statements
regarding the Company’s strategy, plans and objectives; the completion of the Private Placement on the anticipated terms, timing
or at all, the conclusions of the Company’s strategic review; the proposed Hopkinsville data center and the related 65 MW substation,
including their design, estimated cost, funding, construction and energization and the availability of capacity to other local utility
customers, each of which depends on Hopkinsville Electric System, the Tennessee Valley Authority, zoning and other regulatory approvals,
and construction timelines outside the Company’s control; the potential conversion of the Company’s existing Hopkinsville
operation; the completion of the sale of the Company’s Iowa site and the expected recovery of utility deposits and related prepayments,
which are subject to conditions and may not occur; the sale of the Company’s legacy mining fleet; the use of proceeds of the Private
Placement and the potential dilution associated with the warrants issued in the Private Placement; the installation, energization and
expected benefits of the co-mining agreements with Bitdeer and the Company’s ability to redeploy capacity to AI and high-performance
computing workloads; the utilization, evaluation, conversion and expansion of the Company’s power and data center assets and any
AI or high-performance computing deployment, none of which is contracted; the expected completion and timing of the Company’s continuance
from Ontario to British Columbia, including the receipt of required regulatory approvals; and the expected effectiveness of the Company’s
name change to DarkHorse Technologies Inc. and related change of Nasdaq ticker symbol to “DRK,” which remain subject to Nasdaq
procedures and other conditions and may not occur on the anticipated timeline or at all. In some cases, forward-looking statements can
be identified by words such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative
of these words or other similar terms or expressions. Expectations and beliefs regarding these matters may not materialize, and actual
results are subject to risks and uncertainties that could cause them to differ materially from those projected. These risks and uncertainties
include general market conditions and those more fully described in the Company’s filings with the Securities and Exchange Commission,
including its reports on Forms 10-K, 10-Q and 8-K and other filings made from time to time and available at www.sec.gov. Forward-looking
statements speak only as of the date they are made and are based on information available at that time. The Company does not assume any
obligation to update forward-looking statements to reflect subsequent circumstances or events, except as required by applicable securities
laws.
SPHERE 3D CONTACT
Investor.relations@sphere3d.com
