Form 8-K

8-K — Sphere 3D Corp.

Accession: 0001062993-26-002710

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001591956

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exhibit99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: form8k.htm · Sequence: 1

Sphere 3D Corp.: Form 8-K - Filed by newsfilecorp.com

false

2026-05-15

0001591956

Sphere 3D Corp.

0001591956

2026-05-15

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):

May 15, 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 2.02. Results of Operations and Financial Condition.

On May 15, 2026, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2026. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1

Press release dated May 15, 2026

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: May 15, 2026

SPHERE 3D CORP.

By:

/s/ Kurt Kalbfleisch

Kurt Kalbfleisch

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit99-1.htm · Sequence: 2

Sphere 3D Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Sphere 3D Reports First Quarter 2026 Financial Results

Sphere 3D Advances Mining Efficiency Initiatives and Strategic Growth Plans

STAMFORD, Connecticut, May 15, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for its first quarter of FY 2026 ended March 31, 2026.

COMMENTS FROM SPHERE 3D LEADERSHIP

"During the quarter, we remained focused on improving the efficiency of our mining operations while continuing to position the Company for long-term growth," said Kurt Kalfbfleish, CEO of Sphere3D. "The operational changes underway this quarter, combined with the proposed combination with Cathedra Bitcoin, Inc., reflect our broader strategy to build a stronger and more resilient Bitcoin infrastructure business with greater operational control and flexibility over time."

RECENT EVENT

In March 2026, the Company announced a definitive agreement to combine with Cathedra Bitcoin, Inc. The proposed combination is intended to create a scaled digital infrastructure platform anchored in a central market reality: as demand for compute capacity continues to expand, access to scalable, efficiently managed power is becoming increasingly valuable. Management believes the combined company will be better positioned to capitalize on this dynamic through a modular, capital disciplined infrastructure model optimized for speed, flexibility, and disciplined deployment.

BITCOIN ASSET

As of March 31, 2026, the Company had a self-mined balance of 26.2 Bitcoin.

FIRST QUARTER FY 2026 FINANCIAL RESULTS

• Bitcoin production during the first quarter of 2026 was 25.3 Bitcoin, compared to 30.5 Bitcoin for the first quarter of 2025.

• The Company generated revenue of $1.9 million in the first quarter of 2026 compared to $2.8 million in the first quarter of 2025, primarily driven by a decrease in the fair value of Bitcoin during the period. Results were also impacted by the Company's ongoing efforts to improve operational efficiency through the replacement of older mining equipment with newer generation machines, which temporarily reduced active mining capacity during the transition. The mining fleet refresh, which is intended to improve overall efficiency and long-term operating performance, was substantially completed as of the end of the first quarter of 2026.

• Operating costs and expenses for the quarter decreased by $2.0 million to $6.0 million, compared to $8.0 million for first quarter of 2025.

• General and administrative expenses, included in operating costs and expenses, for the first quarter of 2026 were reduced by approximately 23% to $2.5 million, compared to $3.2 million for the first quarter of 2025.

• Investment loss was nil compared to $3.7 million in the first quarter of 2025, due to a previous equity investment that the Company intended to monetize over time.

• Loss from operations decreased to $4.1 million in the first quarter of 2026, compared to $5.2 million in the first quarter of 2025, reflecting the Company's continued focus on improving operational efficiency and streamlining its mining operations as part of its longer-term strategy to enhance performance and reduce operating costs over time.

• Net loss was $4.1 million, or a net loss of $1.18 per share for the first quarter of 2026, compared to a net loss of $8.8 million, or a net loss of $3.23 per share, for the first quarter of 2025.

ABOUT SPHERE 3D

Sphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit www.Sphere3D.com.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction, the ability to consummate the proposed transaction; the ability to obtain requisite regulatory, court, shareholder and third party approvals, the satisfaction of other conditions to the consummation of the proposed transaction on the proposed schedule, or at all, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with regulatory bodies, employees, customers and competitors, the ultimate timing, outcome and results of integrating the operations of Sphere 3D and Cathedra and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the SEC, including Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.

SPHERE 3D CONTACT

Investor.relations@sphere3d.com

SPHERE 3D CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share and per share amounts)

Three Months Ended

March 31,

2026

2025

Revenues:

(Unaudited)

Bitcoin mining revenue

1,916

2,817

Operating costs and expenses:

Cost of Bitcoin mining revenue (exclusive of depreciation and amortization shown below)

1,603

2,194

General and administrative

2,451

3,169

Depreciation and amortization

1,145

1,606

Loss on disposal of property and equipment

241

808

Change in fair value of Bitcoin

606

228

Total operating costs and expenses

6,046

8,005

Loss from operations

(4,130

)

(5,188

)

Other income (expense):

Investment loss

(3,650

)

Other income, net

Net loss before income taxes

(4,105

)

(8,785

)

Provision for income taxes

Net loss

(4,106

)

(8,785

)

Net loss per share:

Basic and diluted

(1.18

)

(3.23

)

Shares used in computing net loss per share:

Basic and diluted

3,480,663

2,721,044

SPHERE 3D CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Cash and cash equivalents

3,145

3,707

Bitcoin

1,785

3,263

Other current assets

1,794

1,707

Total current assets

6,724

8,677

Property and equipment, net

13,552

14,608

Intangible assets, net

1,238

1,610

Other non-current assets

225

Total assets

21,739

25,120

LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS' EQUITY

Current liabilities

1,726

1,802

Temporary equity

Shareholders' equity

19,995

23,300

Total liabilities, temporary equity, and shareholders' equity

21,739

25,120

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