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. operates a Bitcoin mining and digital infrastructure business and completed an all‑stock acquisition of Cathedra Bitcoin Inc. on June 1, 2026, creating a vertically integrated data‑center platform with about 53 MW of operating power capacity across five sites.
For the quarter ended June 30, 2026, revenue was $2.45 million, down from $3.02 million a year earlier, while a sharp rise in operating costs, including $7.0 million of mining equipment impairments and a $0.6 million intangible impairment, led to a loss from operations of $13.82 million and a net loss of $13.83 million (basic and diluted loss per share $2.68).
At June 30, 2026, cash and cash equivalents were $2.85 million, Bitcoin holdings had a fair value of $1.20 million (20.5 Bitcoin), total assets were $24.87 million, and shareholders’ equity was $16.88 million. Management states there is substantial doubt about the company’s ability to continue as a going concern within 12 months without additional funding, and the company is using an at‑the‑market equity program and cost reductions to support liquidity.
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. is establishing an at-the-market equity program to issue and sell up to $10,300,000 of common shares from time to time through A.G.P./Alliance Global Partners and Maxim Group LLC as sales agents under an amended and restated sales agreement.
Sales will be made on the Nasdaq Capital Market or other permitted methods as "at the market offerings" under Rule 415, with the sales agents earning a 3% commission on gross proceeds. Based on an illustrative price of $2.35 per share, the company assumes issuance of 4,382,978 shares, resulting in 13,002,128 shares outstanding.
Net proceeds are estimated at approximately $9.9 million, planned for working capital, general corporate purposes and in furtherance of its digital infrastructure strategy. The company highlights risks including share price volatility, potential dilution, going concern uncertainty, and constraints from the Form S-3 Baby Shelf Limitation.
Endeavor Blockchain, LLC and its managing member Joshua Kilgore report beneficial ownership of 500,000 common shares of Sphere 3D Corp., representing 6.5% of the 7,641,767 shares outstanding as of July 8, 2026. The shares were acquired in open market purchases using working capital for an aggregate of approximately $988,384, excluding brokerage commissions.
The investors state they viewed the shares as undervalued and an attractive opportunity, and they may increase or decrease their position based on market conditions and available opportunities. They also intend to engage with Sphere 3D’s management and Board of Directors regarding opportunities for value creation. Recent purchases between July 22 and July 30, 2026 totaled 400,000 shares at prices between $1.54 and $2.45 per share through brokerage transactions.
Sphere 3D Corp. has a significant shareholder disclosure from Jialin Qu and the Togetsu Trust. Qu may be deemed to beneficially own 476,490 Common Shares, representing 6.2% of the outstanding class, based on 7,639,893 Common Shares outstanding as of June 19, 2026.
The position consists of 5,564 Common Shares held directly by Qu and 470,926 Common Shares held by the Togetsu Trust, over which Qu, as trustee, has voting and dispositive power. These shares were received in exchange for Qu’s shares of Cathedra Bitcoin Inc. in connection with its acquisition by Sphere 3D Corp. Qu states he has no pecuniary interest in the shares held by the Togetsu Trust, whose beneficiaries are his family members.
Sphere 3D Corp. is asking shareholders to approve three items at a special virtual-only meeting on August 24, 2026. The main proposal is a continuance of the company from the laws of Ontario to the laws of British Columbia under the Business Corporations Act (British Columbia), including adoption of new articles and elimination of several unused preferred share series (Series A–G), while retaining common shares and outstanding Series H and Series I preferred shares. This change is intended to provide greater flexibility in corporate affairs and capital structure and to support a future name change.
Shareholders are also asked to approve a name change to “DarkHorse Technologies Inc.” (or a similar or alternative name selected by the board) and to approve an adjournment mechanism allowing the meeting to be postponed to solicit additional proxies or establish quorum. The continuance and name change each require at least 66⅔% of votes cast; the adjournment proposal requires a simple majority. Quorum is at least two persons representing at least 33⅓% of the 7,641,767 common shares outstanding as of July 8, 2026. The board unanimously recommends voting FOR all three proposals.
Sphere 3D Corp. trustee Thomas Masiero reports beneficial ownership of 513,741 Common Shares, representing 6.70% of the class based on 7,639,893 Common Shares outstanding as of June 19, 2026. The total includes 4,636 shares held directly and holdings through three trusts: Kingdom First Trust (2,066), Thy Kingdom Trust (470,135) and Poimen Trust (36,904). Mr. Masiero is trustee with voting and dispositive power over the trust shares; the filing states he does not maintain a pecuniary interest in shares held by those trusts. The shares were received in exchange for Mr. Masiero's Cathedra Bitcoin Inc. shares following the completed acquisition by Sphere 3D Corp.