Sphere 3D Corp. (NASDAQ: ANY) updates $10.3M stock sale plan

Rhea-AI Filing Summary

Sphere 3D Corp. entered into an Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners and Maxim Group LLC, allowing at-the-market sales of common shares with an aggregate offering price of up to $10,300,000 under its Form S-3 shelf and a new prospectus supplement filed July 31, 2026.

The arrangement adds Maxim as a sales agent while otherwise keeping prior material terms. The company also ended its earlier at-the-market program, which had authorized up to $8,000,000 of common shares and under which it sold 2,172,789 shares for aggregate gross proceeds of approximately $5,131,036 through July 30, 2026.

Filing Explained

The new $10.3 million ATM is capacity for possible future issuance, not reported proceeds or completed share sales.

The July 31 Form 8-K records a replacement at-the-market authorization: the company can sell up to $10.3 million of common shares, but the filing reports no completed sales under this replacement arrangement.

The stated amount is offering capacity rather than shares issued or proceeds received. The S-3 registration supports future registered sales, but filing that registration does not itself sell shares.

If shares are issued, the total share count increases and existing holders' percentage ownership declines absent offsetting changes. The filing does not establish that this dilution has occurred under the replacement arrangement.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

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.

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, and exhibit attachments filed with this report.

Key Figures

ATM program capacity: $10,300,000 aggregate offering price Prior ATM capacity: $8,000,000 aggregate offering price Shares sold under prior program: 2,172,789 Common Shares +2 more

5 metrics

ATM program capacity $10,300,000 aggregate offering price Maximum Placement Shares under Amended and Restated Sales Agreement

Prior ATM capacity $8,000,000 aggregate offering price Offer and sale of common shares under prior prospectus supplement

Shares sold under prior program 2,172,789 Common Shares Issued and sold through July 30, 2026 under Original Sales Agreement

Gross proceeds from prior program $5,131,036 Aggregate gross proceeds before commissions and expenses through July 30, 2026

Registration statement file number 333-269663 Form S-3 used for at-the-market offerings

Key Terms

at the market offerings, Registration Statement on Form S-3, prospectus supplement, aggregate offering price, +1 more

5 terms

at the market offerings financial

"transactions that are deemed to be "at the market offerings" as defined in Rule 415"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Registration Statement on Form S-3 regulatory

"pursuant to the Company's Registration Statement on Form S-3 (File No. 333-269663)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"and the prospectus supplement relating thereto filed on July 31, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

aggregate offering price financial

"provides for the sale of Common Shares having an aggregate offering price of up to $10,300,000"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Placement Shares financial

"Common Shares having an aggregate offering price of up to $10,300,000 (the "Placement Shares")"

Placement shares are shares sold directly to a small group of selected investors, often institutions or accredited individuals, rather than to the public on an exchange. They matter because they bring quick capital to the company but increase the total number of shares outstanding and can reduce each existing shareholder's percentage ownership and shift who benefits from future profits—like taking a private loan from a few lenders that changes who has a stake in the business.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/31/2026 - 04:06 PM Accepted by SEC EDGAR 07/31/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What new sales agreement did Sphere 3D (ANY) enter on July 31, 2026?

Sphere 3D entered an Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners and Maxim Group LLC, enabling at-the-market sales of common shares under its Form S-3 shelf and a new prospectus supplement.

How large is Sphere 3D’s new at-the-market program for ANY shares?

The new agreement permits Sphere 3D to sell common shares with an aggregate offering price of up to $10,300,000. These sales are conducted as at-the-market offerings under Rule 415 pursuant to its existing Form S-3 registration statement.

Which sales agents will handle Sphere 3D (ANY) at-the-market offerings?

The at-the-market offerings will be handled by A.G.P./Alliance Global Partners and Maxim Group LLC. Maxim was added as a sales agent in the amended and restated agreement, while other material terms from the prior arrangement were retained.

How much did Sphere 3D (ANY) previously raise under its prior ATM program?

Under the prior sales agreement and prospectus supplement, Sphere 3D sold 2,172,789 common shares for aggregate gross proceeds of approximately $5,131,036 through July 30, 2026, before deducting commissions and offering expenses.

What happened to Sphere 3D’s prior $8,000,000 prospectus supplement for ANY?

Sphere 3D terminated the prior prospectus supplement, which had covered up to $8,000,000 of common share sales. It has been superseded and replaced in its entirety, and the company will not offer or sell additional shares under that earlier supplement.

Under which registration statement will Sphere 3D (ANY) sell new Placement Shares?

The new Placement Shares will be sold pursuant to Sphere 3D’s Registration Statement on Form S-3 (File No. 333-269663), together with the related prospectus and the new prospectus supplement filed July 31, 2026.

false 2026-07-31 0001591956 Sphere 3D Corp. 0001591956 2026-07-31 2026-07-31

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): July 31, 2026

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-36532	98-1220792
(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:

☐ 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 Symbols		Name of each exchange on which registered
Common Shares		ANY		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

As previously reported, on January 3, 2025, Sphere 3D Corp. (the "Company"), entered into a Sales Agreement (the "Original Sales Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), relating to the Company's issuance and sale, from time to time, of its common shares, no par value per share (the "Common Shares"). On July 31, 2026, the Company entered into an Amended and Restated Sales Agreement (the "A&R Sales Agreement") with A.G.P. and Maxim Group LLC ("Maxim" and, together with A.G.P., the "Sales Agents") for the purpose of amending the Original Sales Agreement to provide for the addition of Maxim as a sales agent thereunder and to effect conforming changes related thereto. The A&R Sales Agreement otherwise retains all material terms of the Original Sales Agreement. The A&R Sales Agreement provides for the sale of Common Shares having an aggregate offering price of up to $10,300,000 (the "Placement Shares") in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-269663) and the prospectus supplement (the "Prospectus Supplement") relating thereto filed on July 31, 2026.

The foregoing description of the A&R Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the A&R Sales Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01. The legal opinion of DuMoulin Black LLP relating to the sale of the Placement Shares pursuant to the Prospectus Supplement is filed herewith as Exhibit 5.1.

Item 8.01. Other Events

The Company previously offered and sold Common Shares under the Original Sales Agreement pursuant to the Registration Statement, as supplemented by the prospectus supplement dated January 3, 2025 (the "Prior Prospectus Supplement"), which covered the offer and sale of Common Shares having an aggregate offering price of up to $8,000,000. Through July 30, 2026, the Company issued and sold an aggregate of 2,172,789 Common Shares thereunder for aggregate gross proceeds of approximately $5,131,036, before deducting commissions and offering expenses.

In connection with the entry into the A&R Sales Agreement and the filing of the Prospectus Supplement, the Company terminated the offering of Common Shares under the Prior Prospectus Supplement, effective July 31, 2026. The Prior Prospectus Supplement has been superseded and replaced in its entirety, and the Company will not offer or sell any additional Common Shares thereunder.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Placement Shares, nor shall there be any sale of the Placement Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
5.1		Opinion of DuMoulin Black LLP
10.1		Amended and Restated Sales Agreement, dated as of July 31, 2026, by and among Sphere 3D Corp., A.G.P./Alliance Global Partners and Maxim Group LLC.
23.1		Consent of DuMoulin Black LLP (included in Exhibit 5.1)
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: July 31, 2026

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

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 185.5 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 11.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 707 B
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 21.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 45.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 24.3 KB