false
2026-05-15
0001591956
Sphere 3D Corp.
0001591956
2026-05-15
2026-05-15
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):
May 15, 2026
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
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Ontario
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001-36532
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98-1220792
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| (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 |
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Trading Symbols |
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Name of each exchange on which registered |
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Common Shares
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ANY
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NASDAQ Capital Market
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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 May 15, 2026, Sphere 3D Corp. (the "Company") held a Special Meeting of Shareholders (the "Meeting"). Of the 3,829,250 Company common shares outstanding as of the record date, 1,455,864 shares, or 38.02%, were represented in person or by proxy at the Meeting, constituting a quorum present at the Meeting. The shareholders considered five 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 April 16, 2026 (the "Definitive Proxy"). The voting results are set forth below. All capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the Definitive Proxy.
1. Share Issuance Proposal
On a vote taken regarding the Share Issuance Proposal, it was declared that the shareholders approved an ordinary resolution to approve the issuance of the Consideration Securities to be issued to Cathedra Shareholders and Cathedra Convertible Security Holders in exchange for Cathedra Shares and Cathedra Convertible Securities in connection with the Arrangement. Voting results are as follows:
| Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
|
|
|
| 420,262 |
21,945 |
1,781 |
1,011,876 |
2. Board Size Proposal
On a vote taken regarding the Board Size Proposal, it was declared that subject to the approval of the Share Issuance Proposal and effective upon the consummation of the transactions set forth in the Arrangement Agreement, the shareholders approved an ordinary resolution to approve the fixing of the number of directors, within the minimum and maximum number of directors prescribed under the Sphere Articles, to five directors as of the Effective Time. Voting results are as follows:
| Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
|
|
|
| 424,320 |
18,548 |
1,120 |
1,011,876 |
3. Director Election Proposal
On a vote taken regarding the Director Election Proposal, it was declared that subject to the approval of the Board Size Proposal and effective upon the consummation of the transactions set forth in the Arrangement Agreement, the shareholders approved an ordinary resolution to elect the following five nominees as directors to the New Sphere Board effective immediately following the Effective Time. Voting results are as follows:
| Nominees |
Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
|
|
|
|
| Timothy Hanley |
413,225 |
24,911 |
5,852 |
1,011,876 |
| Marcus Dent |
421,924 |
17,947 |
4,117 |
1,011,876 |
| Kurt Kalbfleisch |
418,842 |
21,416 |
3,730 |
1,011,876 |
| Joel Block |
421,954 |
18,311 |
3,723 |
1,011,876 |
| Nicholas Gates |
420,294 |
18,577 |
5,117 |
1,011,876 |
4. Incentive Plan Proposal
On a vote taken regarding the Incentive Plan Proposal, it was declared that the shareholders approved an ordinary resolution to approve an amendment to the Sphere 3D Corp. 2025 Performance Incentive Plan to increase the number of Sphere Common Shares available for issuance under the Sphere Incentive Plan from 639,252 to 2,139,252, an increase of 1,500,000 shares, to, among other things, issue the Replacement Options and Replacement RSUs pursuant to the terms of the Arrangement Agreement. Voting results are as follows:
| Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
|
|
|
| 365,042 |
78,527 |
419 |
1,011,876 |
5. The Share Consolidation Proposal
On a vote taken regarding the Share Consolidation Proposal, it was declared that the shareholders approved a special resolution to approve an amendment to the Sphere Articles to potentially consolidate the Sphere Common Shares on a one Sphere Common Share for up to five Sphere Common Shares basis to become effective at an exact ratio and a date to be determined by the Sphere Board or, if the Arrangement is consummated prior to the effectuation of such Consolidation, the New Sphere Board. Voting results are as follows:
| Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
|
|
|
|
| 1,231,229 |
220,731 |
3,904 |
0 |
Item 7.01 Regulation FD Disclosure
On May 21, 2026, the Company issued a press release regarding the voting results of the Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including the corresponding 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 under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 |
Press Release dated 5.21.2026. |
| 99.2 |
SEDAR filing submitted 5.21.2026. |
| 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: May 21, 2026
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SPHERE 3D CORP. |
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By: |
/s/ Kurt Kalbfleisch |
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Kurt Kalbfleisch |
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Chief Executive Officer |
Exhibit 99.1
Sphere 3D Receives Shareholder Approval Related to Cathedra
Combination; Combined Company to Operate Power Infrastructure Across
the TVA Region and Iowa
STAMFORD, Connecticut, May 21, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company today announced that shareholders have approved various proposals related to its business combination with Cathedra Bitcoin Inc. ("Cathedra"), including the issuance of Sphere 3D common shares to Cathedra shareholders. The transaction is expected to close on June 1, 2026, subject to the satisfaction of remaining customary closing conditions.
At closing, the combined company will operate over 50 megawatts of energized power infrastructure across a multi-region portfolio spanning the Tennessee Valley Authority service territory in Tennessee and Kentucky, within proximity to both the Nashville and Knoxville metropolitan areas, and an operating site in Iowa. The two-grid footprint provides geographic and utility diversification across the Southeast and Midwest.
The combined company will close with no outstanding debt and a fully unencumbered asset base, a balance sheet position management views as a strategic asset as it provides financial flexibility to pursue growth opportunities as they arise.
The combined company is evaluating its existing containerized, power-ready sites for potential retrofit to support AI and high-performance computing applications. The evaluation is expected to leverage existing energized infrastructure and modular deployment methods, with the goal of bringing AI-ready compute capacity online on accelerated timelines relative to traditional data center development. These evaluations are part of a broader review of how the combined company will present itself to the market following closing. Any such evaluation is preliminary, and no decisions regarding site repurposing, capital allocation, or timing have been made.
"Shareholder approval is a meaningful milestone, and I want to thank our shareholders for their support. Closing this combination will just be the beginning of what we're building," said Kurt Kalbfleisch, Chief Executive Officer of Sphere 3D, who will serve as Chief Financial Officer of the combined company following closing. "With this combination, we are bringing together a leadership team and board with experience that spans across capital structuring, complex transaction execution, and deep expertise in power procurement and utility infrastructure development. Joel Block's track record leading complex transactions will be a valuable addition as we position the combined company for its next phase. From the CFO seat, my focus will be on disciplined capital allocation and operational execution against an opportunity set that did not exist for companies our size a year ago."
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit www.Sphere3D.com.
Forward-Looking Statements
This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws that are based on expectations, estimates and projections as at the date of this news release. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the United States 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 applicable Canadian securities laws. The information in this release about future plans and objectives are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning: the intentions and future actions of senior management, the intentions, plans and future actions of the combined company, as well as its ability to successfully mine digital currency; the timing and anticipated completion of the proposed transaction, and court approval for same; revenue and capacity projections of the combined company; the expected composition of the board of directors and management of the combined company; the expected benefits from the proposed transaction; the combination of Cathedra's business and Sphere 3D's business; the impact that the proposed transaction is expected to have on the business operations of the combined company including without limitation, the expected growth and capabilities of the combined company; the expected improved profitability and increased liquidity of the combined company, the expectation of synergies and efficiencies among the combined company, the construction and operation of expanded blockchain infrastructure as currently planned, the creation of long-term value for the shareholders of the combined company, the potential to accelerate growth; planned growth, vertical integration and expansion into high-performance compute and AI infrastructure; projected reductions in power costs; the anticipated assets, operations and balance sheet of the combined company following closing; expected operational, cost and procurement synergies; and the regulatory environment of cryptocurrency in applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "targets", "estimates", "believes", "contemplates", "predicts", "potential", "continue" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "should", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
Additional factors that could cause results to differ materially from those described above can be found in Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov and available on Sphere 3D's website at www. sphere3d.gcs-web.com under the "Financials" tab.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Sphere 3D does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Sphere 3D has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Readers should not place undue reliance on forward-looking information.
Sphere 3D Contact
Investor.relations@sphere3d.com
Exhibit 99.2
May 21, 2026
To: Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
RE: SPHERE 3D CORP. - SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 15, 2026 VOTING RESULTS
This report on the voting results of our Special Meeting of Shareholders held on May 15, 2026 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations. Each of the matters set out below is described in greater detail in the Notice of Meeting and Proxy Statement dated as of April 16, 2026.
1. Share Issuance Proposal
On a vote taken regarding the Share Issuance Proposal, it was declared that the shareholders approved an ordinary resolution to approve the issuance of the Consideration Securities to be issued to Cathedra Shareholders and Cathedra Convertible Security Holders in exchange for Cathedra Shares and Cathedra Convertible Securities in connection with the Arrangement. Voting results are as follows:
| Votes For |
% For |
Votes Against |
% Against |
Votes Withheld |
% Withheld |
| 420,262 |
94.66 |
21,945 |
4.94 |
1,781 |
0.40 |
2. Board Size Proposal
On a vote taken regarding the Board Size Proposal, it was declared that subject to the approval of the Share Issuance Proposal and effective upon the consummation of the transactions set forth in the Arrangement Agreement, the shareholders approved an ordinary resolution to approve the fixing of the number of directors, within the minimum and maximum number of directors prescribed under the Sphere Articles, to five directors as of the Effective Time. Voting results are as follows:
| Votes For |
% For |
Votes Against |
% Against |
Votes Withheld |
% Withheld |
| 424,320 |
95.57 |
18,548 |
4.18 |
1,120 |
0.25 |
3. Director Election Proposal
On a vote taken regarding the Director Election Proposal, it was declared that subject to the approval of the Board Size Proposal and effective upon the consummation of the transactions set forth in the Arrangement Agreement, the shareholders approved an ordinary resolution to elect the following five nominees as directors to the New Sphere Board effective immediately following the Effective Time. Voting results are as follows:
| Nominees |
Votes For |
% For |
Votes Against |
% Against |
Votes Withheld |
% Withheld |
| Timothy Hanley |
413,225 |
93.07 |
24,911 |
5.61 |
5,852 |
1.32 |
| Marcus Dent |
421,924 |
95.03 |
17,947 |
4.04 |
4,117 |
0.93 |
| Kurt Kalbfleisch |
418,842 |
94.34 |
21,416 |
4.82 |
3,730 |
0.84 |
| Joel Block |
421,954 |
95.04 |
18,311 |
4.12 |
3,723 |
0.84 |
| Nicholas Gates |
420,294 |
94.66 |
18,577 |
4.18 |
5,117 |
1.15 |
4. Incentive Plan Proposal
On a vote taken regarding the Incentive Plan Proposal, it was declared that the shareholders approved an ordinary resolution to approve an amendment to the Sphere 3D Corp. 2025 Performance Incentive Plan to increase the number of Sphere Common Shares available for issuance under the Sphere Incentive Plan from 639,252 to 2,139,252, an increase of 1,500,000 shares, to, among other things, issue the Replacement Options and Replacement RSUs pursuant to the terms of the Arrangement Agreement. Voting results are as follows:
| Votes For |
% For |
Votes Against |
% Against |
Votes Withheld |
% Withheld |
| 365,042 |
82.22 |
78,527 |
17.69 |
419 |
0.09 |
5. The Share Consolidation Proposal
On a vote taken regarding the Share Consolidation Proposal, it was declared that the shareholders approved a special resolution to approve an amendment to the Sphere Articles to potentially consolidate the Sphere Common Shares on a one Sphere Common Share for up to five Sphere Common Shares basis to become effective at an exact ratio and a date to be determined by the Sphere Board or, if the Arrangement is consummated prior to the effectuation of such Consolidation, the New Sphere Board. Voting results are as follows:
| Votes For |
% For |
Votes Against |
% Against |
Votes Withheld |
% Withheld |
| 1,231,229 |
84.57 |
220,731 |
15.16 |
3,904 |
0.27 |
No other matters were voted upon.
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Yours very truly, |
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SPHERE 3D CORP. |
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"Jason Meretsky" |
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Jason Meretsky |
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Secretary of the Meeting |
