[SCHEDULE 13G/A] Sphere 3D Corp. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 1,996,000 common shares of Sphere 3D Corp., representing 7.05% of the outstanding class. The stake is held through Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager and exercises shared voting and dispositive power. The reported percent is based on 28,320,832 shares outstanding as of July 31, 2025. Both Armistice Capital and Steven Boyd report 0 sole voting or dispositive power and 1,996,000 shared voting and dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Disclosure of a material stake: Reporting of 1,996,000 shares (7.05%) provides transparency to the market
• Clear ownership structure: Filing explains Armistice Capital's role as investment manager to the Master Fund and Mr. Boyd's managing-member status
• Certification included: Statement confirms shares were acquired in the ordinary course and not to change issuer control

Negative

• None.

Insights

Securities Analyst

TL;DR: A named investment manager and its managing member disclosed a >5% stake (7.05%) in Sphere 3D, reporting shared voting and dispositive power.

Armistice Capital, via its Master Fund, and Steven Boyd as managing member, disclose beneficial ownership of 1,996,000 shares, equal to 7.05% of the 28,320,832 shares reported outstanding as of July 31, 2025. The structure described—an investment manager exercising voting and investment power over a fund that holds the shares—explains why Armistice and Mr. Boyd report shared rather than sole powers. The certification states holdings were acquired in the ordinary course and not to effect control changes. For investors, this filing signals a notable passive stake by an institutional manager but does not, by itself, indicate activist intent or control actions.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for Schedule 13G: reporting persons identify ownership, powers, and ownership basis.

The Schedule 13G identifies the reporting parties, their addresses, citizenship, exact share count, and percentage of class, and explains the relationship between the Master Fund and Armistice Capital. It clarifies that the Master Fund disclaims beneficial ownership due to the investment management agreement while Armistice and Mr. Boyd report shared powers. The statement includes the required certification about ordinary-course acquisition and absence of control intent. No group relationships or subsidiaries are reported. This is a routine but material disclosure for shareholders and regulators.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Sphere 3D Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

02157Q109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 02157Q109

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,996,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,996,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,996,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.05 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 02157Q109

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,996,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,996,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,996,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.05 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sphere 3D Corp.
(b)	Address of issuer's principal executive offices: 243 Tresser Blvd, 17th Floor, Stamford, CT 06901
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 02157Q109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,996,000
(b)	Percent of class: 7.05 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,996,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,996,000 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 28,320,832 Shares outstanding as of July 31, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 5, 2025. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Sphere 3D shares does Armistice Capital report owning?

Armistice Capital and Steven Boyd report beneficial ownership of 1,996,000 shares of Sphere 3D.

What percent of Sphere 3D does the reported stake represent?

The reported stake represents 7.05% of the common shares, based on 28,320,832 shares outstanding as of July 31, 2025.

Who holds the shares and who controls voting rights?

The shares are directly held by Armistice Capital Master Fund Ltd.; Armistice Capital as manager and Steven Boyd report shared voting and dispositive power of 1,996,000 shares.

Does the filing indicate an intent to change or influence control of Sphere 3D?

No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

When was this Schedule 13G signed?

The signatures on the filing are dated August 14, 2025.