STOCK TITAN

Sphere 3D to sell Iowa site $1.5M, miners $3.1M

Sphere 3D Corp. moves to monetize its Iowa site and entire legacy mining fleet through agreements totaling about $4.6 million in consideration and returns of deposits.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sphere 3D Corp. (ANY) entered into two significant asset sale arrangements on September 1, 2026. The company agreed to sell its Iowa site to Simple mining, LLC for a $1.5 million purchase price, consisting of $300,000 in cash and a $1.2 million interest-free promissory note payable in equal monthly installments from December 1, 2026 through November 1, 2027. Sphere 3D is also entitled to the return of a utility prepayment of approximately $300,000 and a security deposit of approximately $225,000. In a separate binding term sheet with RepairBit, LLC, Sphere 3D agreed to sell approximately 5,500 proprietary mining machines, representing all of its existing legacy owned fleet, for aggregate proceeds of approximately $3.1 million, with deliveries over a 90-day period beginning September 1, 2026 while retaining ownership of miners until corresponding payments are received.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Iowa site purchase price $1.5 million Consideration for sale of the Iowa site to Simple mining, LLC
Cash received at closing $300,000 Upfront cash portion of Iowa site purchase price
Promissory note amount $1.2 million Interest-free note for balance of Iowa site purchase price, payable over 12 months
Utility prepayment return $300,000 Approximate utility prepayment to be returned to Sphere 3D
Security deposit return $225,000 Approximate security deposit to be returned to Sphere 3D
Mining machines sale proceeds $3.1 million Aggregate proceeds for sale of approximately 5,500 proprietary mining machines
Mining machines sold 5,500 machines Approximate count of proprietary mining machines in legacy fleet being sold
Delivery period 90 days Duration starting September 1, 2026 for mining machine sales and deliveries
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
promissory note financial
"entered into an interest free promissory note with the Buyer for $1.2 million"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
binding term sheet financial
"entered into a binding term sheet (the “Mining Machine Agreement”)"
A binding term sheet is a short, signed document that sets out the main deal points—price, ownership, key rights and responsibilities—and includes specific promises that are legally enforceable. Think of it as a shopping list with certain items you and the seller have already agreed must happen, not just a wish list. Investors watch for binding term sheets because they signal real commitment, change the odds of a deal closing, and create legal obligations that can affect valuation, financing and risk.
security deposit financial
"its security deposit of approximately $225,000."

FAQ

What asset sale did Sphere 3D Corp. (ANY) announce for its Iowa site?

Sphere 3D agreed to sell its Iowa site to Simple mining, LLC for a $1.5 million purchase price, made up of $300,000 in cash and a $1.2 million interest-free promissory note payable over 12 months starting December 1, 2026.

How is the $1.2 million note from the Iowa site sale to be repaid?

The $1.2 million interest-free promissory note from Simple mining, LLC is payable in equal monthly installments over a 12‑month period, commencing on December 1, 2026 and continuing through November 1, 2027.

What mining machines is Sphere 3D Corp. (ANY) selling under the Mining Machine Agreement?

Sphere 3D entered a binding term sheet with RepairBit, LLC to sell approximately 5,500 proprietary mining machines, which constitute all of the company’s existing legacy fleet of owned mining machines, for aggregate proceeds of approximately $3.1 million.

Over what period will Sphere 3D’s mining machines be delivered and sold?

The mining machines are to be sold and delivered over a 90‑day period that began on September 1, 2026. Sphere 3D retains ownership of the miners until payments for those miners are received.

Does Sphere 3D retain any rights at the Iowa site after the sale?

Sphere 3D terminated its sublease agreement for the Iowa site and assigned all its rights to mining containers, transformers, and related equipment at the site to the buyer, while remaining entitled to the return of its utility prepayment and security deposit.

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 1, 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.

 

Sale of Iowa Site

 

On September 1, 2026, Sphere 3D Corp. (the “Company”) entered into a definitive agreement (the “Iowa Agreement”) with Simple mining, LLC (“Buyer”) to sell the Company’s Iowa site (“Iowa Site”) for a purchase price of $1.5 million (the “Purchase Price”). Pursuant to the Iowa Agreement, the Company has terminated its sublease agreement with the Buyer with respect to the Iowa Site and assigned all its rights to the mining containers, transformers and related equipment at the Iowa Site to Buyer. The Company received $300,000 in cash from Buyer. With respect to the remaining portion of the Purchase Price, the Company has entered into an interest free promissory note with the Buyer for $1.2 million, payable in equal monthly installments over a 12-month period commencing on December 1, 2026 and continuing through November 1, 2027. In addition, pursuant to the Iowa Agreement, the Company is entitled to the return of its utility prepayment of approximately $300,000 and its security deposit of approximately $225,000.

 

Sale of All Company-Owned Mining Machines

 

In addition, on September 1, 2026, the Company also entered into a binding term sheet (the “Mining Machine Agreement”) with RepairBit, LLC to sell approximately 5,500 proprietary mining machines, which constitutes all of the Company’s existing legacy fleet of owned mining machines, for aggregate proceeds of approximately $3.1 million. The mining machines are to be sold and delivered over a 90-day period which began on September 1, 2026. The Company retains ownership of the miners until payments for such miners are received.

 

The foregoing descriptions of the Iowa Agreement and Mining Machine Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Iowa Agreement and Mining Machine Agreement, copies of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

 

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 8, 2026

 

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

 

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