Sphere 3D (NASDAQ: ANY) rebrands as DarkHorse, fights $2.2M tariffs
Rhea-AI Filing Summary
Sphere 3D Corp. (NASDAQ: ANY) reported results of a special shareholder meeting where investors approved two special resolutions. Shareholders authorized a continuance of the company from Ontario to British Columbia and approved changing the corporate name to DarkHorse Technologies Inc. The name change and continuance are expected to become effective following completion of remaining regulatory and administrative steps, after which the company plans to change its Nasdaq ticker from ANY to DRK. At the meeting, 3,516,019 of 7,641,767 common shares outstanding were represented, a quorum of 46.01%. Sphere 3D also disclosed that U.S. Customs and Border Protection has asserted potential supplemental import tariffs on certain Bitcoin miners purchased in 2022; if CBP were to prevail, related tariff liability could be approximately $2.2 million plus statutory interest. The company stated it believes the CBP allegation to be without merit and intends to contest the tariffs through CBP protest procedures.
Positive
- Shareholders overwhelmingly approved strategic rebrand, with 3,488,987 votes (99.23%) in favor of changing the name to DarkHorse Technologies Inc., supporting the company’s stated focus on AI and high-performance computing infrastructure.
- Jurisdictional continuance approved, with 2,141,957 votes (98.81%) supporting moving the corporate jurisdiction from Ontario to British Columbia, enabling the company to proceed with its planned legal and branding changes.
Negative
- Potential tariff exposure of about $2.2 million plus statutory interest from U.S. Customs and Border Protection related to certain Bitcoin miner imports, which the company plans to contest but whose ultimate cost remains uncertain.
8-K Event Classification
Key Figures
Key Terms
continuance regulatory
special resolution regulatory
supplemental import tariffs regulatory
high-performance computing technical
National Instrument 51-102 regulatory
FAQ
When will Sphere 3D (ANY) start using the DarkHorse Technologies Inc. name and DRK ticker?
What is Sphere 3D’s (ANY) stated strategic focus after rebranding to DarkHorse Technologies Inc.?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 August 24, 2026, Sphere 3D Corp. (the "Company") held a Special Meeting of Shareholders (the "Meeting"). Of the 7,641,767 Company common shares outstanding as of the record date, 3,516,019 shares, or 46.01%, were represented in person or by proxy at the Meeting, constituting a quorum present at the Meeting. The shareholders considered two proposals at the Meeting, each of which is described in more detail in the Company's notice of meeting and proxy statement filed with the Securities and Exchange Commission on July 13, 2026, as supplemented by the Supplement filed on August 7, 2026 (the "Proxy Statement"). 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 Proxy Statement.
1. Continuance Proposal
On a vote taken regarding the Continuance Proposal, it was declared that the shareholders approved a special resolution authorizing the Company to make an application for the continuance of the Company from the laws of the Province of Ontario to the laws of the Province of British Columbia and approving the notice of articles and articles of the continued company. Voting results are as follows:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 2,141,957 | 23,546 | 2,262 | 1,348,254 |
2. Name Change Proposal
On a vote taken regarding the Name Change Proposal, it was declared that the shareholders approved a special resolution authorizing the change of the Company's name to "DarkHorse Technologies Inc." Voting results are as follows:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| 3,488,987 | 17,403 | 9,629 | 0 |
3. The Adjournment Proposal
The Proxy Statement included an Adjournment Proposal. Since the Continuance and Name Change Proposal were each approved by shareholders, it was not necessary to consider the Adjournment Proposal and it was not presented for a vote at the meeting.
Item 7.01 Regulation FD Disclosure.
On August 24, 2026, the Company issued a press release regarding the voting results of the Meeting and the Re-Branding Announcement (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In addition, on August 24, 2026, the Company submitted a filing on SEDAR+ regarding the voting results of the Meeting. A copy of the SEDAR+ filing is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item 7.01, including the corresponding Exhibits 99.1 and 99.2, 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 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.
Company Re-branding and Ticker Symbol Change
On August 24, 2026, following the Company's special meeting of shareholders, the Company announced its intention to formally change its name to DarkHorse Technologies Inc. and that it would immediately begin doing business as "DarkHorse Technologies Inc." (the "Re-Branding Announcement"). The legal name "Sphere 3D Corp." is expected to be legally changed to "DarkHorse Technologies Inc." effective upon the Company's continuance from Ontario to British Columbia, which is expected to occur in the coming weeks following completion of the remaining customary regulatory and administrative steps.
In connection therewith, the Company intends for the ticker symbol for its common shares to be changed from "ANY" to "DRK," promptly following the name change, subject to applicable Nasdaq procedures. Until that time, the Company's common shares will continue to trade on the Nasdaq Capital Market under the ticker symbol "ANY." No further action is required by existing shareholders with respect to the planned name and ticker symbol changes.
Potential Supplemental Import Tariffs
In addition, the Company has received a notice from the U.S. Customs and Border Protection (the "CBP") asserting Chinese origin supplemental import tariffs on certain Bitcoin miners purchased in 2022 by a current subsidiary of the Company. Our subsidiary received documentation during importation from the seller validating the non-Chinese origin. The documentation included both a certificate of origin and certificate of manufacture certifying the non-Chinese origin of the miners. In the event that the CBP were to successfully prevail in their allegations of Chinese origin and assert import duties for Chinese origin to this batch of Bitcoin miners, the Company's total tariff liability in respect to these previously purchased miners could rise to approximately $2.2 million, not including statutory interest. The Company believes the CBP allegation of Chinese origin on the imported miners to be without merit and intends to defend against these charges vigorously, including protesting the supplemental import tariffs in accordance with the CBP's protest procedures. As of the date hereof, it is uncertain how much, if any, the Company could be required to pay in in connection with any supplemental import tariffs.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibits are deemed to have been furnished to, but not filed with, the Securities and Exchange Commission.
| Exhibit Number | Description |
| 99.1 | Press Release dated August 24, 2026 |
| 99.2 | SEDAR+ filing submitted August 24, 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: August 24, 2026
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Chief Financial Officer | ||
Exhibit 99.1
Sphere 3D Corp. Announces Shareholder Approval of Name Change to
DarkHorse Technologies Inc.
Shareholders Approve Rebrand Reflecting Company's Strategic Direction in AI and High-
Performance Computing Infrastructure
Stamford, Connecticut, August 24, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a digital infrastructure company, today announced that its shareholders have overwhelmingly approved the previously announced change of the Company's name to DarkHorse Technologies Inc. at the Company's special meeting of shareholders held today. Sphere 3D previously reserved the Nasdaq ticker symbol "DRK" in connection with the name change.
The name change reflects the Company's strategic direction focused on developing AI and high-performance computing infrastructure by identifying and contracting energized power capacity, deploying modular infrastructure designed to shorten development timelines and pursuing smaller-footprint sites that can be developed in collaboration with local communities.
The Company will immediately begin doing business as "DarkHorse Technologies" and intends to launch its new website and branding under that name. The legal name change to DarkHorse Technologies Inc. will become effective upon the Company's continuance from Ontario to British Columbia, which is expected to occur in the coming weeks following completion of the remaining customary regulatory and administrative steps. The Company intends to begin trading on Nasdaq under its new ticker symbol "DRK" promptly following the name change, subject to applicable Nasdaq procedures. Until that time, the Company's common shares will continue to trade on Nasdaq under the ticker symbol "ANY." No further action is required by existing stockholders with respect to the planned name and ticker symbol changes. The Company looks forward to finalizing this process as soon as possible and beginning its next chapter as DarkHorse Technologies Inc. under the "DRK" ticker symbol.
"Today's shareholder approval marks an important milestone for our company," said Joel Block, Chief Executive Officer. "DarkHorse represents how we intend to compete: finding opportunities others overlook, moving with speed and discipline, and building AI and high-performance computing infrastructure in opportune places. We are excited to be building the premier company for the next generation of compute infrastructure."
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) 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, Sphere 3D operates a diversified platform with approximately 53 MW of operating power capacity across multiple U.S. data center locations and a development pipeline exceeding 100 MW of 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 rebrand to DarkHorse Technologies Inc. and the Company has reserved the Nasdaq ticker "DRK," with the name and ticker changes subject to effectiveness and Nasdaq processing. For more information, visit www.sphere3d.com.
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 utilization, evaluation, conversion and expansion of the Company's power and data center assets; potential AI and high-performance computing applications; 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 processing 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
Exhibit 99.2
August 24, 2026
To: Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
RE: SPHERE 3D CORP. - SPECIAL MEETING OF SHAREHOLDERS HELD ON AUGUST 24, 2026
VOTING RESULTS
This report on the voting results of our Special Meeting of Shareholders held on August 24, 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 July 13, 2026, as supplemented by the Supplement dated August 7, 2026 (the "Proxy Statement").
1. Continuance Proposal
On a vote taken regarding the Continuance Proposal, it was declared that the shareholders approved a special resolution authorizing Sphere 3D Corp. (the "Company") to make an application for the continuance of the Company from the laws of the Province of Ontario to the laws of the Province of British Columbia and approving the notice of articles and articles of the continued company. Voting results are as follows:
| Votes For | % For | Votes Against | % Against | Votes Withheld | % Withheld |
| 2,141,957 | 98.81 | 23,546 | 1.09 | 2,262 | 0.10 |
2. Name Change Proposal
On a vote taken regarding the Name Change Proposal, it was declared that the shareholders approved a special resolution authorizing the change of the Company's name to "DarkHorse Technologies Inc." Voting results are as follows:
| Votes For | % For | Votes Against | % Against | Votes Withheld | % Withheld |
| 3,488,987 | 99.23 | 17,403 | 0.50 | 9,629 | 0.27 |
3. Adjournment Proposal
The Proxy Statement included an Adjournment Proposal. Since the Consolidation and Name Change Proposal were each approved by shareholders, it was not necessary to consider the Adjournment Proposal and it was not presented for a vote at the meeting.
No other matters were voted upon.
| Yours very truly, | |
| SPHERE 3D CORP. | |
| "Justin Kates" | |
| Justin Kates | |
| Secretary of the Meeting |
Filing Exhibits & Attachments
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- EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.6 KB
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