Every 8-K that Sphere 3D Corp. (ANY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ANY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ANY filings page.
Sphere 3D Corp. (ANY) entered into a Securities Purchase Agreement for a private placement of 1,666,661 units, each consisting of one common share and one five-year warrant, at $3.00 per unit, for expected gross proceeds of $5.0 million. The warrants are immediately exercisable at $3.50 per share and, if fully exercised for cash, could provide an additional approximately $5.8 million. Company insiders, including the Chairman and Chief Executive Officer, subscribed for 333,332 units for about $1.0 million, and all securities from the transaction are subject to a six‑month lock‑up.
Management and the board concluded a 90‑day strategic review, designating the Iowa site and legacy mining fleet as non‑core. Sphere 3D agreed to sell the Iowa site for $1.5 million plus about $500,000 of deposits and to sell approximately 5,500 mining machines for about $3 million, reallocating capital toward AI and high‑performance computing projects in the Tennessee Valley Authority region and a proposed 50 MW data center in Hopkinsville, Kentucky.
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.
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.
Sphere 3D Corp. reported second quarter 2026 results and outlined a shift from pure Bitcoin mining toward AI and high-performance computing using its power-ready infrastructure. Revenue was $2.5 million, a 28% increase versus 2026 Q1, while the company recorded a net loss of $13.8 million, including significant impairment charges.
The June 1, 2026 combination with Cathedra Bitcoin created a platform with approximately 53 MW of operating capacity and a development pipeline exceeding 100 MW. Sphere 3D entered 30 MW of co-mining agreements with Bitdeer, advanced conversion and expansion plans at its Hopkinsville site, and is evaluating additional capacity. Cash and cash equivalents were $2.8 million and Bitcoin holdings were $1.2 million as of June 30, 2026. The company has proposed rebranding as DarkHorse Technologies Inc. with Nasdaq ticker "DRK", subject to shareholder approval.
Sphere 3D Corp. adopted a limited-duration shareholder rights plan agreement with TSX Trust Company as rights agent, effective August 10, 2026. One right will be issued for each common share outstanding as of the close of business on August 20, 2026 and for shares issued thereafter before the plan terminates. The plan is designed to promote fair treatment of shareholders in connection with any take-over bid or accumulation of 20% or more of voting shares by an acquiring person, including creeping acquisitions, by making such transactions subject to defined conditions.
Rights become exercisable after a specified separation time if any non‑permitted bid or acquisition occurs, allowing holders other than the acquiring person to purchase additional common shares at a substantial discount, subject to a flip-in mechanism and anti‑dilution adjustments. The rights plan expires at the close of business on August 10, 2027, unless earlier redeemed, exchanged or terminated. The company notes it recently completed its combination with Cathedra Bitcoin, operates approximately 53 MW of power capacity with a development pipeline exceeding 100 MW, and is pursuing a refreshed strategy focused on high-performance computing and AI-related digital infrastructure.
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.
Sphere 3D Corp. has completed its stock-for-stock acquisition of Cathedra Bitcoin Inc., making Cathedra a wholly owned subsidiary and creating a combined data infrastructure platform with 53 megawatts of operating capacity and a pipeline of more than 100 megawatts of potential expansion.
Cathedra securityholders received Sphere common shares, new non-voting Series I Preferred Shares, replacement RSUs and warrants, all issued under a court-approved exemption. Sphere established the Series I Preferred Shares with 8% payment-in-kind dividends for three years and staged conversion rights, subject to Nasdaq share caps and protections.
Leadership was reshaped as Joel Block became Chief Executive Officer and joined the board, while former CEO Kurt Kalbfleisch remains Chief Financial Officer and director. New voting agreements align key holders with board recommendations for 24 months, and indemnity agreements were granted to all directors and officers.
The filing also presents Cathedra’s audited IFRS financials, showing 2025 revenue of $21.2 million and a net loss of $9.7 million, with auditors highlighting substantial doubt about Cathedra’s standalone ability to continue as a going concern before the combination.
Sphere 3D Corp. held a special shareholder meeting and won approval for all key proposals tied to its planned business combination with Cathedra Bitcoin Inc. Shareholders owning 1,455,864 of 3,829,250 common shares, or 38.02%, were represented, constituting a quorum.
Investors approved issuing consideration securities to Cathedra securityholders, setting the post-deal board at five directors and electing five nominees. They also approved raising shares available under the 2025 Performance Incentive Plan from 639,252 to 2,139,252 and authorized a potential share consolidation of up to one-for-five.
The press release states the Cathedra transaction is expected to close on June 1, 2026. The combined company is expected to operate over 50 megawatts of energized power infrastructure across the Tennessee Valley Authority region and Iowa, with no outstanding debt and an unencumbered asset base, and is preliminarily evaluating AI and high-performance computing use cases for its sites.
Sphere 3D Corp. reported first quarter FY 2026 results showing lower revenue but a significantly reduced net loss as it refreshes its Bitcoin mining fleet and pursues a proposed combination with Cathedra Bitcoin, Inc.
Bitcoin mining revenue was $1.9 million for the quarter ended March 31, 2026, down from $2.8 million a year earlier, primarily due to a decrease in the fair value of Bitcoin and temporary capacity reductions during the transition to newer-generation miners. Bitcoin production declined to 25.3 Bitcoin from 30.5 Bitcoin in the prior-year quarter, and the company held 26.2 self-mined Bitcoin as of March 31, 2026.
Operating costs and expenses fell to $6.0 million from $8.0 million, including a roughly 23% reduction in general and administrative expenses to $2.5 million. Loss from operations improved to $4.1 million from $5.2 million, and net loss narrowed to $4.1 million, or $1.18 per share, compared with a net loss of $8.8 million, or $3.23 per share, in the first quarter of 2025. Total assets were $21.7 million at March 31, 2026, with cash and cash equivalents of $3.1 million and Bitcoin valued at $1.8 million.
Sphere 3D Corp. held its Annual Meeting of Shareholders on May 13, 2026, where all proposals on the agenda were approved. Shareholders first confirmed setting the board size at three members and supported this resolution with 983,114 votes for and 127,056 against.
They then elected Timothy Hanley, Susan Harnett and Duncan J. McEwan as directors for the ensuing year, each receiving more than 92% of votes cast in favor. Shareholders also ratified the appointment of MaloneBailey LLP as auditors, with 1,243,526 votes for and 45,718 votes withheld.
Sphere 3D Corp. filed a current report highlighting progress on its proposed business combination with Cathedra Bitcoin Inc., which remains expected to close in the near term, subject to customary conditions and required approvals. The combination is intended to create a power-optimized digital infrastructure platform.
Upon closing, the combined company is expected to operate 53 megawatts (MW) of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee, using modular and containerized infrastructure to improve deployment speed and flexibility for high-density compute workloads such as AI and high-performance computing.
The companies note a recently announced hosting agreement at Cathedra’s Shire site in Kentucky, expected to utilize approximately 80% of its 15 MW capacity, representing roughly 25% of Cathedra’s current hosting capacity, which management views as adding a stable, long-term revenue stream as the transaction moves toward closing.
Sphere 3D Corp. has agreed to acquire Cathedra Bitcoin Inc. in an all‑stock transaction that will make Cathedra a wholly owned subsidiary. Cathedra subordinate voting shareholders will receive 0.123014 Sphere common shares per share, while multiple voting shares receive 12.3014 Sphere common shares, with certain large holders instead receiving non‑voting preferred shares subject to a 7% post‑closing ownership cap.
Upon completion, Cathedra security holders are expected to own about 49% of Sphere on a partially diluted basis. The combined company plans to operate 53 megawatts of power capacity across five U.S. data centers and approximately 1.2 EH/s of proprietary bitcoin mining hash rate, and to explore high‑performance computing and AI infrastructure opportunities.
The board and leadership will be reshaped, with Cathedra CEO Joel Block becoming CEO of the combined company and Sphere’s Kurt Kalbfleisch remaining as CFO. Kalbfleisch’s compensation package is amended to reduce base salary and bonus percentages, while adding closing‑dependent and performance‑linked cash bonuses. The deal requires shareholder, court and regulatory approvals and includes reciprocal $500,000 termination fees in certain circumstances.
Sphere 3D Corp. reported full-year 2025 results showing weaker financial performance while highlighting operational upgrades and a planned merger with Cathedra Bitcoin. Bitcoin mining revenue was $11.2 million, down from $16.6 million in 2024, reflecting the April 2024 halving and fleet transitions.
Total operating costs and expenses fell to $33.2 million from $38.0 million, driven in part by a roughly 33% reduction in general and administrative expenses to $8.3 million. Even so, the company recorded a larger net loss of $21.5 million, compared with a $9.5 million loss in 2024, as investment gains and other income declined sharply.
The company mined 111.6 Bitcoin during 2025 and held 37.3 Bitcoin as of December 31, 2025. Sphere 3D upgraded its fleet to about 2,300 newer-generation miners, improving average efficiency from 27.1 J/th to below 19.0 J/th, and fully energized a new 8MW Iowa facility to lower operating costs.
Sphere 3D Corp. reported that it has regained compliance with Nasdaq’s minimum bid-price requirement for continued listing on the Nasdaq Capital Market. The rule requires the company’s common shares to maintain a minimum bid price of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).
Nasdaq notified Sphere 3D on February 26, 2026 that the company now meets this standard and that the prior listing deficiency matter is closed. This removes an overhang related to potential delisting risk from the exchange.
Sphere 3D Corp. has implemented a 1-for-10 reverse stock split of its common shares, effective February 9, 2026. Every ten previously issued shares have been combined into one share, with fractional positions rounded up, and trading on a split-adjusted basis began February 10, 2026 under the symbol ANY with a new CUSIP.
In its business update, the Bitcoin miner reported fully energizing an 8MW Iowa facility and upgrading to about 2,300 newer-generation miners, improving average fleet efficiency from 27.1 J/th at the end of 2024 to below 19.0 J/th. During 2025 the company mined 111.6 Bitcoin and held 37.3 self-mined Bitcoin as of December 31, 2025.
The company cut fourth quarter 2025 general and administrative expenses by 50% year over year, sold its remaining CORZ shares for a cumulative $9.4 million above settlement value, exited a hosting agreement through a negotiated termination and settlement, and raised $4.1 million in gross proceeds from a warrant inducement used to buy newer-generation mining equipment. The reverse split will reduce common shares outstanding from 33,925,259 on February 5, 2026 to approximately 3,392,525, with proportional adjustments to options and warrants.
Sphere 3D Corp. held a Special Meeting of Shareholders on January 15, 2026, where 12,039,300 common shares, or about 36% of the 33,729,165 shares outstanding as of the record date, were represented, establishing a quorum. Shareholders voted on three proposals.
They approved a warrant inducement transaction, with 1,395,651 votes for and 371,562 votes withheld, alongside broker non-votes and abstentions. Shareholders also approved a potential name change of the company, with 10,478,504 votes for and 1,560,796 votes withheld. In addition, they approved the adjournment proposal, allowing adjournments or postponements of the meeting or other proper business, with 1,493,717 votes for and 273,496 votes withheld.
The company also noted that a SEDAR filing dated January 16, 2025 was furnished as an exhibit, along with the cover page interactive data file.
Sphere 3D Corp. (ANY) named Kurt Kalbfleisch Chief Executive Officer, effective immediately on November 6, 2025, and entered into a third amended and restated employment agreement with him on November 11, 2025. He will also continue serving as Chief Financial Officer.
The agreement sets an annual base salary of $400,000 and makes him eligible, at the Board’s discretion, for an annual bonus equal to 110% of base salary, plus potential equity awards tied to performance and financial thresholds. Benefits include company-paid family health insurance and participation in standard executive plans.
If terminated without cause or if he resigns for good reason, severance includes: continued base salary for 18 months; 75% of target bonus for 18 months; accrued vacation; continued health and life insurance for 18 months or reimbursement of elected coverage up to $5,000 per month for the same period; immediate vesting of unvested equity; and a pro rata target bonus plus any declared but unpaid bonus from the prior year. A press release announcing the appointment was furnished under Regulation FD.
Sphere 3D Corp. furnished an 8-K to announce that it issued a press release with financial results for its third fiscal quarter ended September 30, 2025. The press release is incorporated by reference as Exhibit 99.1 and the information under Item 2.02 is being furnished and not deemed filed under the Exchange Act.
The company’s common shares trade on the NASDAQ Capital Market under the symbol ANY.
Sphere 3D Corp. (ANY) entered a warrant inducement with an accredited investor, reducing the exercise price on 4,368,211 Existing Warrants to $0.94 per share and issuing New Warrants equal to 200% of exercised shares, up to 8,736,422.
If all Existing Warrants are exercised, the Company expects approximately $4 million in gross proceeds, to be used for working capital and general corporate purposes. The New Warrants have a $0.94 exercise price, become exercisable upon Stockholder Approval, and expire five years after that approval. A 9.99% beneficial ownership cap limits exercises.
Closing is expected on October 17, 2025, subject to customary conditions. A resale registration statement is due by November 16, 2025 and must be declared effective within 60 days (or 90 days if reviewed). The Company will seek Stockholder Approval at a meeting on or before January 15, 2026. A.G.P./Alliance Global Partners will receive a 7.0% commission on gross proceeds and $40,000 in expense reimbursement.