ANY

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

false
2025-11-04
0001591956
Sphere 3D Corp.

0001591956

2025-11-04
2025-11-04

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):
November 4, 2025

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 November 4, 2025, we issued a press release announcing our financial results for our third fiscal quarter ended September 30, 2025.  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 November 4, 2025

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: November 4, 2025

SPHERE 3D CORP.

By:
/s/ Kurt Kalbfleisch

Kurt Kalbfleisch

Interim Chief Executive Officer and Chief Financial Officer

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

false
2025-08-05
0001591956
Sphere 3D Corp.

0001591956

2025-08-05
2025-08-05

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):
August 5, 2025

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 August 5, 2025, we issued a press release announcing our financial results for our second fiscal quarter ended June 30, 2025.  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 August 5, 2025

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: August 5, 2025

SPHERE 3D CORP.

By: /s/ Kurt Kalbfleisch

Kurt Kalbfleisch

Interim Chief Executive Officer and

Chief Financial Officer

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

false
2025-05-14
0001591956
Sphere 3D Corp.

0001591956

2025-05-14
2025-05-14

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 14, 2025

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 14, 2025, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2025.  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 14, 2025

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 14, 2025

SPHERE 3D CORP.

By: /s/ Kurt Kalbfleisch

Kurt Kalbfleisch

Interim CEO and CFO

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

false
2025-03-28
0001591956
Sphere 3D Corp.

0001591956

2025-03-28
2025-03-28

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):
March 28, 2025

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 March 28, 2025, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2024.  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 March 28, 2025

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: March 28, 2025

SPHERE 3D CORP.

By: /s/ Kurt Kalbfleisch

Kurt Kalbfleisch
Acting Chief Executive Officer & CFO

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

false
2024-11-14
0001591956
Sphere 3D Corp.

0001591956

2024-11-14
2024-11-14

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):
November 14, 2024

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 November 14, 2024, we issued a press release announcing our financial results for our third fiscal quarter ended September 30, 2024.  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 November 14, 2024

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: November 14, 2024

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

false
2024-08-13
0001591956
Sphere 3D Corp.

0001591956

2024-08-13
2024-08-13

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):
August 13, 2024

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 August 13, 2024, we issued a press release announcing our financial results for our second fiscal quarter ended June 30, 2024.  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 August 13, 2024

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:     August 13, 2024

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

false
2024-05-13
0001591956
Sphere 3D Corp.

0001591956

2024-05-13
2024-05-13

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 13, 2024

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 13, 2024, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2024.  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 13, 2024

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 13, 2024

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

false
2024-03-13
0001591956
Sphere 3D Corp.

0001591956

2024-03-13
2024-03-13

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):
March 13, 2024

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 March 13, 2024, we issued a press release announcing our financial results for our fiscal year ended December 31, 2023.  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 March 13, 2024

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: March 13, 2024

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter
Chief Executive Officer

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

false
2023-11-13
0001591956
Sphere 3D Corp.

0001591956

2023-11-13
2023-11-13

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):
November 13, 2023

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.)

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, Canada
M3C 1W3

(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 November 13, 2023, we issued a press release announcing our financial results for our third fiscal quarter ended September 30, 2023.  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

Exhibit Number
Description

99.1
Press release dated November 13, 2023

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: November 13, 2023

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

true
2023-08-11
0001591956

Sphere 3D Corp.

0001591956

2023-08-11
2023-08-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 11, 2023

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.)

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, Canada
M3C 1W3

(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 1.01 Entry into a Material Definitive Agreement.

Private Placement

On August 11, 2023, Sphere 3D Corp. (the "Company") entered into a Securities Purchase Agreement, which we subsequently amended on August 23, 2023 (the "Purchase Agreement") pursuant to which the Company expects, upon closing, to issue to two institutional accredited investors (the "Investors"), a total of 13,764 of the Company's Series H Preferred Shares (the "Series H Shares") and a total of 1,966,292 Common Share Purchase Warrants (the "Warrants"), each of which will entitle the holder to purchase one common share of the Company (the "Warrant Shares"). Per the terms of the Purchase Agreement, upon closing, the Company expects to receive  $3,047,727.

The Warrants, when issued, will be exercisable the day after the date that is six months after the date of issuance at an initial exercise price of $2.75 per share for a term ending on the 3-year anniversary of the date of issuance. Upon issuance, the exercise price of the Warrants will be subject to adjustment for certain stock splits and stock combinations, but will not be subject to adjustment for dilutive share issuances.

Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance the maximum aggregate number of common shares that are issuable upon exercise in full of the Warrant at any time.

In connection with the transaction described above, the Company expects to issue a total of 1,376 Series H Shares and 196,629 Warrants to two finders, as a finder's fee for the transaction.

Amendment to Hertford Agreement

On August 11, 2023, the Company entered into an Amended and Restated Agreement (the "Hertford Amendment") with Hertford Advisors Ltd. and certain other parties listed in the Hertford Amendment (together, the "Hertford Group"), which amends and restates in its entirety the purchase agreement between the Company and Hertford Advisors Ltd. dated July 31, 2021, as modified by the amendment to such agreement dated November 7, 2022 (together, the "Original Hertford Agreement").  Pursuant to the Hertford Amendment, upon closing the Company expects to issue to Hertford (i) 1,376 Series H Shares and (ii) 800,000 Warrants.

The Company plans to rely on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder in connection with the issuance and sale of the Series H Preferred Shares and the Warrants. The offer and sale of the Series H Shares and the Warrants will not be registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance wi

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

false
2023-08-11
0001591956
Sphere 3D Corp.

0001591956

2023-08-11
2023-08-11

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):
August 11, 2023

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.)

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, Canada
M3C 1W3

(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 1.01     Entry into a Material Definitive Agreement.

Private Placement

On August 11, 2023, Sphere 3D Corp. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which the Company issued to two institutional accredited investors (the "Investors"), a total of 13,764 of the Company's Series H Preferred Shares (the "Series H Shares") and a total of 1,966,292 Common Share Purchase Warrants (the "Warrants"), each of which entitled the holder to purchase one common share of the Company (the "Warrant Shares"). Per the terms of the Purchase Agreement, the Company will receive $3,500,000.

The Warrants are exercisable the day after the date that is six months after the date of issuance at an initial exercise price of $2.75 per share for a term ending on the 3-year anniversary of the date of issuance. The exercise price of the Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.

Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance the maximum aggregate number of common shares that are issuable upon exercise in full of the Warrant at any time.

In connection with the transaction described above, the Company issued a total of 1,377 Series H Shares and 196,629 Warrants to two finders, as a finder's fee for the transaction.

Amendment to Hertford Agreement

On August 11, 2023, the Company entered into an Amended and Restated Agreement (the "Hertford Amendment") with Hertford Advisors Ltd. and certain other parties listed in the Hertford Amendment (together, the “Hertford Group”), which amends and restates in its entirety the purchase agreement between the Company and Hertford Advisors Ltd. dated July 31, 2021, as modified by the amendment to such agreement dated November 7, 2022 (together, the "Original Hertford Agreement").  Pursuant to the Hertford Amendment, the Company shall issue to Hertford (i) 1,376 Series H Shares and (ii) 800,000 Warrants.

The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder in connection with the issuance and sale of the Series H Preferred Shares and the Warrants. The offer and sale of the Series H Shares and the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.

Prepayment of LDA Note

As previously disclosed, on April 17, 2023, the Company entered into a Securities Purchase Agreement (the "LDA Agreement") pursuant to which the Company issued to an insti

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

false
2023-05-11
0001591956
Sphere 3D Corp.

0001591956

2023-05-11
2023-05-11

0001591956

dei:FormerAddressMember

2023-05-11
2023-05-11

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 11, 2023

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.)

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, Canada
M3C 1W3

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

4 Greenwich Office Park

1st Floor

Greenwich, Connecticut, 06831
United States

(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 11, 2023, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2023.  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 11, 2023

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 11, 2023

SPHERE 3D CORP.

By: /s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

false
2023-03-31
0001591956
Sphere 3D Corp.

0001591956

2023-03-31
2023-03-31

0001591956

dei:FormerAddressMember

2023-03-31
2023-03-31

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):
March 31, 2023

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.)

4 Greenwich Office Park

1st Floor

Greenwich, Connecticut, United States
06831

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, M3C 1W3
Canada

(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 March 31, 2023, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2022.  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 March 31, 2023

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: March 31, 2023

SPHERE 3D CORP.

By:
/s/ Patricia Trompeter

Patricia Trompeter

Chief Executive Officer

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

false
2020-11-16
0001591956
Sphere 3D Corporation
98-1220792
NASDAQ

0001591956

2020-11-16
2020-11-16

0001591956

exch:XNCM

2020-11-16
2020-11-16

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):
November 16, 2020

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Canada

001-36532

Not Applicable

(State or other jurisdiction
(Commission
(IRS Employer

of incorporation)
File Number)
Identification No.)

895 Don Mills Road

Bldg. 2, Suite 900

Toronto, Ontario, M3C 1W3, Canada

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code:
(858)
571-5555

Former name or former address, if changed since last report: Not Applicable

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 Securities Exchange Act of 1934:

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 (17 CFR §230.405) or Rule 12b 2 of the Securities Exchange Act of 1934 (17 CFR §240.12b 2).

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 November 16, 2020, we issued a press release announcing our financial results for our third fiscal quarter ended September 30, 2020.  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 November 16, 2020

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: November 17, 2020

SPHERE 3D CORP.

By: /s/ Kurt L. Kalbfleisch

Kurt L. Kalbfleisch

Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release Issued November 16, 2020

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): August 14, 2020

Sphere 3D Corp.

(Exact name of registrant as specified in its charter)

Ontario, Canada

001-36532

98-1220792

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

895 Don Mills Road,

Bldg. 2, Suite 900

Toronto, Ontario

M3C 1W3

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(858) 571-5555

Not ApplicableFormer 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 (see General Instruction A.2. below):

□ 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 Symbol(s)

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. ☐

1

Item 2.02.  Results of Operations and Financial Condition.

On August 14, 2020, 2020, we issued a press release announcing our financial results for our second fiscal quarter ended June 30, 2020.  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 August 14, 2020

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: August 14, 2020

SPHERE 3D CORP.

By: /s/ Kurt L. Kalbfleisch

Kurt L. Kalbfleisch

Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release Issued August 14, 2020

3

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATESSECURITIES 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): June 24, 2020

Sphere 3D Corp.

(Exact name of registrant as specified in its charter)

Ontario, Canada
001-36532
98-1220792

(State or other jurisdictionof incorporation)
(Commission File Number)
(IRS Employer Identification No.)

895 Don Mills Road, Bldg. 2, Suite 900Toronto, Ontario
M3C 1W3

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code
(858) 571-5555

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 (see General Instruction A.2. below):

□ 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 Symbol(s)

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. ☐

1

Item 2.02.  Results of Operations and Financial Condition.

On June 24, 2020, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2020.  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 June 24, 2020

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: June 30, 2020

SPHERE 3D CORP.

By: /s/ Kurt L. Kalbfleisch

Kurt L. Kalbfleisch

Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release Issued June 24, 2020

3

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATESSECURITIES 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 13, 2020

Sphere 3D Corp.

(Exact name of registrant as specified in its charter)

Ontario, Canada
001-36532
98-1220792

(State or other jurisdictionof incorporation)
(Commission File Number)
(IRS Employer Identification No.)

895 Don Mills Road,

Bldg. 2, Suite 900

Toronto, Ontario

M3C 1W3

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code
(858) 571-5555

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 (see General Instruction A.2. below):

☐ 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 Symbol(s)

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. ☐

1

Item 2.02.  Results of Operations and Financial Condition.

On May 13, 2020, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2019.  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 8.01  Other Events.

Sphere 3D Corp. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318) as superseded by a subsequent order (Release No. 34-88465) issued on March 25, 2020 (collectively, the “Order”) to delay the filing of its quarterly report on Form 10-Q for the first quarter ended March 31, 2020 (the “Quarterly Report”) with the original deadline of May 15, 2020, due to the effect caused by the delay in filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”).

The delay in filing of the Company’s  Annual Report is a result of the disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States, Canada and elsewhere as previously disclosed in the Company’s  Form 8-K filed on March 27, 2020, along with disclosure on the risk factors addressing the impact of COVID-19.

The delay in filing of the Company’s Quarterly Report is a result of the additional time needed to complete the audit of the financial statements  to be included in the Annual Report, and as a result the Company could not ascertain the opening balance of the financial statements to be included in the Quarterly Report. The Company is also unable to extend the capacity of the accounting and finance departments required to file the Quarterly Report by May 15, 2020, the original filing deadline, without incurring unreasonable effort or expense.  The limited capacity of accounting and finance personnel was utilized to ensure the submission of its Annual Report on Form 10-K for the year ended December 31, 2019 by no later than May 14, 2020 in accordance with the Company’s Form 8-K filed on March 27, 2020.

Based upon the revised schedule of the completion of the audit procedures for the Quarterly Report, the Company expects to file its Quarterly Report by no later than June 29, 2020, 45 days after the original filing deadline.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

99.1
Press release dated May 13, 2020

Cautionary Note Regarding Forward-Looking Statement

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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): November
14, 2019

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario, Canada
001-36532
98-1220792

(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)

of incorporation)

895 Don Mills Road,

Bldg. 2, Suite 900
M3C 1W3

Toronto, Ontario

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (858)
571-5555

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 (see General Instruction A.2. below):

[   ] 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))

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 [X]

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. [   ]

1

Item 2.02. Results of Operations and Financial Condition.

On November 14, 2019, we issued a press release announcing our financial results
for our third fiscal quarter ended September 30, 2019. 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 November 14, 2019

2

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:     November 15, 2019

SPHERE 3D CORP.

By:
/s/ Kurt L. Kalbfleisch

Kurt L. Kalbfleisch

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number

Description

99.1

Press Release
Issued November 14, 2019

4

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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): August
14, 2019

SPHERE 3D CORP. (Exact name of registrant as specified in its charter)

Ontario, Canada
001-36532
98-1220792

(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)

of incorporation)

895 Don Mills Road,

Bldg. 2, Suite 900
M3C 1W3

Toronto, Ontario

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (858)
571-5555

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 (see General Instruction A.2. below):

[   ] 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))

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 [X]

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. [   ]

1

Item 2.02.   Results of Operations and Financial
Condition.

On August 14, 2019, we issued a press release announcing our financial results
for our second fiscal quarter ended June 30, 2019. 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 August 14, 2019

2

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:    August 14, 2019

SPHERE 3D CORP.

By:
/s/ Kurt L. Kalbfleisch

Kurt L. Kalbfleisch

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number

Description

99.1

Press Release
Issued August 14, 2019

4

8-K
1
form8k.htm
FORM 8-K

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

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): July 12, 2019

SPHERE 3D CORP. (Exact name of registrant as specified in its charter)

Ontario, Canada
001-36532
98-1220792

(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)

of incorporation)

895 Don Mills Road,

Bldg. 2, Suite 900

Toronto, Ontario
M3C 1W3

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (858)
571-5555

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 (see General Instruction A.2. below):

[   ] 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))

Item
1.01      Entry into a Material
Definitive Agreement

Share Exchange Agreement

On
July 12, 2019, following the filing of the Amendment (as defined below) to
create the Series B Preferred Shares (as defined below), Sphere 3D Corp. (the
“Company”) entered into a share exchange agreement (the “Share
Exchange Agreement”) with FBC Holdings SÀRL (“FBC”) to exchange the
6,500,000 Series A Preferred Shares held by FBC for 6,500,000 Series B Preferred
Shares.

The
foregoing description of the Share Exchange Agreement is qualified in its
entirety by reference to the Share Exchange Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by
reference.

Amendment to the Exchange and Buy-Out
Agreement

On
November 13, 2018, the Company  entered into an Exchange and Buy-Out
Agreement (the “Exchange and Buy-Out Agreement”), by and among the
Company, FBC, Silicon Valley Technology Partners Inc. (“SVTP”) and MF
Ventures LLC (“MFV”) which was previously disclosed on Form 8-K filed on
November 14, 2018. Under the terms of the Exchange and Buy-Out Agreement, (i)
the Company granted FBC the right to exchange up to 2,500,000 of Series A
Preferred Shares held by FBC for up to all of the shares of SVTP (the “SVTP
Shares”) held by the Company (the “Exchange Right”), and (ii) MFV and
SVTP have the right to purchase up to 2,120,301 of the SVTP Series A Preferred
Shares  held by FBC plus up to 2,500,000 Series A Preferred Shares
held by FBC (or, following exercise of the Exchange Right by FBC, the SVTP
Shares held by FBC).

On
July 12, 2019, in connection with the Share Exchange Agreement, the Company
entered into an amendment to the Exchange and Buy-Out Agreement (the
“Amendment to the Exchange and Buy-Out Agreement”) by and among the
Company, FBC, SVTP and MFV such that the rights and obligations under the
Exchange and Buy-Out Agreement would apply to the Series B Preferred Shares in
respect of which the Series A Preferred Shares were exchanged under the Share
Exchange Agreement.

The
foregoing description of the Exchange and Buy-Out Agreement is qualified in its
entirety by reference to the Exchange and Buy-Out Agreement, a copy of which was
attached as Exhibit 10.3 to Form 8-K filed on November 14, 2018. The foregoing
description of the Amendment to the Exchange and Buy-Out Agreement is qualified
in its entirety by reference to the Amendment to the Exchange and Buy-Out
Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated
into this Item 1.01 by reference.

Item 5.03      Amendment to
Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant
to the articles of incorporation of the Company, as amended, the Company is
authorized to issue an unlimited number of Preferred Shares, issuable in series
and the directors are authorized to fix the number of shares in each series of
Preferred Shares and to determine the designation, rights, privileges,
restrictions and conditions attaching to each series of Preferred Shares.

On
July 8, 2019, the directors of the Company passed a resolution authorizing the
filing of articles of amendment to create a second series of Preferred Shares,
being, an unlimited number of series B preferred shares (the “Series B
Preferred Shares”) and to provide for the rights, privileges, restrictions
and conditions attaching thereto. The rights, privileges, restrictions and
conditions attaching to the Series B Preferred Shares are substantially the same
as the series A preferred shares (the “Series A Preferred Shares”) of the
Company, save