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. reported another quarterly loss and raised going concern doubts. For the three months ended March 31, 2026, Bitcoin mining revenue was $1.9 million, down from $2.8 million a year earlier, as older miners were removed and replaced and Bitcoin prices weakened.
The company recorded a net loss of $4.1 million versus $8.8 million in the prior-year quarter, helped by lower hosting costs, reduced legal expenses, and no repeat of a prior $3.7 million investment loss. Cash and cash equivalents were $3.1 million and working capital was $5.0 million as of March 31, 2026.
Management states there is “substantial doubt” about the ability to continue as a going concern within 12 months without additional funding. Sphere 3D is mining with 0.84 EH/s and held 26.2 Bitcoin valued at about $1.8 million. The company executed a 1‑for‑10 reverse stock split in February 2026 and continues to raise equity through an $8.0 million at‑the‑market program, issuing 256,142 shares for $0.4 million in Q1 and another 389,865 shares for $0.6 million after quarter‑end. It also agreed to acquire Cathedra Bitcoin Inc. in an all‑stock deal expected to close in the second quarter of 2026.
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. is asking shareholders to approve a plan to acquire Cathedra Bitcoin Inc. via a share-for-share Arrangement that would make Cathedra a wholly owned subsidiary and issue Sphere Common Shares and newly created Series I preferred shares as needed to respect a 7% ownership cap.
The special meeting is online on May 15, 2026 (record date: April 10, 2026). The Sphere Board unanimously recommends voting FOR all Proposals required to effect the Arrangement, including the Share Issuance Proposal, Board Size Proposal, Director Election Proposal, Incentive Plan Amendment and Consolidation Proposal.
Sphere 3D Corp. proposes to acquire Cathedra Bitcoin Inc. through a stock-for-stock arrangement. Under the Arrangement, Amalco Sub will acquire all Cathedra shares and Cathedra SV holders will receive 0.123014 Sphere common shares per SV share and Cathedra MV holders will receive 12.3014 Sphere common shares per MV share, subject to an Ownership Cap of 7% that converts excess consideration into newly created Series I preferred shares. The Board recommends shareholders approve the Share Issuance, Board Size, Director Election, Incentive Plan (to add 1,500,000 shares) and Consolidation proposals; Court and Cathedra shareholder approvals are also required. The transaction contemplates a post-closing ownership mix of approximately 58% former Sphere holders and 42% former Cathedra holders on a fully diluted basis and includes mutual termination fees of $500,000.
Sphere 3D Corp. is asking shareholders to approve a three-member board and elect three directors, and to ratify MaloneBailey LLP as independent auditor for the fiscal year ending December 31, 2026. The annual meeting will be held virtually on May 13, 2026 at 11:00 a.m. Eastern Time.
The proxy outlines detailed governance practices, including fully independent audit, compensation, and nominating committees, and describes director compensation of $60,000 in cash plus equity awards. It also discloses 2025 pay for senior executives, including Chief Executive Officer and Chief Financial Officer Kurt Kalbfleisch, whose package combines salary, cash bonus and restricted stock units.
Sphere 3D Corp. reports on its transition to a pure-play Bitcoin miner and outlines major strategic moves for the year ended December 31, 2025. The company completed a 1‑for‑10 reverse share consolidation effective February 9, 2026, and had 3,767,086 common shares outstanding as of March 23, 2026.
Sphere 3D focuses on enterprise-scale Bitcoin mining, operating an 8 MW self-owned Iowa facility and additional hosted sites. As of December 31, 2025, it owned about 12,600 miners, with roughly 4,200 in service providing 0.73 exahash per second of hashrate. Fleet efficiency improved to 22.0 J/th in 2025, with a target of about 19.0 J/th in 2026 after refreshing the fleet and selling older miners.
Bitcoin production fell to 111.6 BTC in 2025, down 61.0% from 286.3 BTC in 2024, mainly due to the April 2024 halving, the shift to lower-cost hosting, and equipment upgrades. The company held approximately 37.3 Bitcoin valued at about $3.3 million at year-end 2025 and uses a hybrid strategy of holding and selling Bitcoin to fund operations.
Sphere 3D entered an at-the-market equity program allowing sales of up to $8.0 million in common shares and agreed to an all-stock acquisition of Cathedra Bitcoin Inc. on March 5, 2026, to create a high-density computing power infrastructure company. The deal includes customary approvals and a $0.5 million termination fee in certain circumstances.
Sphere 3D Corp. Chief Accounting Officer Reppas Tiah Norton reported routine equity compensation activity. On March 11, 2026, 16,250 restricted stock units converted into the same number of common shares at a $0.00 exercise price. On March 12, 2026, 6,250 of those shares were sold at $1.61 per share to satisfy the company’s tax withholding obligations tied to the RSU vesting, rather than as a discretionary open-market sale. After these transactions, the officer directly held 12,384 common shares and 90,000 RSUs with scheduled vesting through 2027, with all balances reflecting a prior 1-for-10 reverse stock split.