Sphere 3D Corp.

Sphere 3D Corp. has adopted a limited-duration shareholder rights plan, effective August 10, 2026, to ensure fair treatment of shareholders during unsolicited take-over bids. The plan aims to provide the Board with time to explore value-enhancing alternatives and protect the company's strategic vision following its merger with Cathedra Bitcoin and pending name change to DarkHorse Technologies. The rights will become exercisable if any entity acquires 20% or more of the company's outstanding common shares, allowing other shareholders to purchase additional shares at a discount. The plan is set to expire on August 10, 2027.

Sphere 3D Corp. has entered into an Amended and Restated Sales Agreement with A.G.P./Alliance Global Partners and Maxim Group LLC. This agreement amends the original sales agreement to include Maxim Group LLC as an additional sales agent and increases the aggregate offering price for its "at the market" offering to $10,300,000. The previous offering, under which the company had sold approximately $5.13 million in common shares, has been terminated and superseded by this new agreement.

Sphere 3D Corp. has called a special meeting of shareholders for August 24, 2026, to vote on significant corporate actions. The primary proposals include the re-domiciliation of the company from Ontario to British Columbia, which is expected to offer greater flexibility in managing corporate affairs and capital structure. Concurrently, shareholders will consider a potential name change to "DarkHorse Technologies Inc." to better align with the company's core business in the digital infrastructure industry. Both the Continuance and Name Change proposals require approval by at least two-thirds of the votes cast.

Sphere 3D Corp. has completed its previously announced acquisition of Cathedra Bitcoin Inc., making Cathedra a wholly-owned subsidiary. The combined company, which retains the Sphere 3D name and NASDAQ listing, now boasts a scaled data infrastructure platform with 53 megawatts of operating capacity and a robust 100 MW+ expansion pipeline. Joel Block has been appointed Chief Executive Officer of the combined entity, bringing extensive experience to lead its strategic growth in high-performance computing and digital asset infrastructure.

Sphere 3D Corp. shareholders approved all five proposals at a Special Meeting on May 15, 2026, related to its business combination with Cathedra Bitcoin Inc. Key approvals include the share issuance for the combination, fixing the board size at five, electing five directors, increasing the incentive plan shares, and a potential share consolidation. The transaction is expected to close on June 1, 2026, creating a combined company with over 50 megawatts of power infrastructure, no debt, and plans to evaluate sites for AI and high-performance computing applications.

Sphere 3D Corp. reported a net loss of $4.1 million, or $1.18 per share, on revenue of $1.9 million for the first quarter of fiscal year 2026. This compares to a net loss of $8.8 million and revenue of $2.8 million in Q1 2025. The company also highlighted its ongoing strategic initiatives, including a definitive agreement to combine with Cathedra Bitcoin, Inc., aimed at building a stronger Bitcoin infrastructure business and improving operational efficiency through a mining fleet refresh.

Sphere 3D Corp. announced a definitive agreement to combine with Cathedra Bitcoin Inc. in an all-stock transaction, expected to close in Q2 2026. For Q1 2026, the company reported a net loss of $4.1 million, an improvement from $8.8 million in the prior year, though Bitcoin mining revenue decreased to $1.9 million. Management expressed substantial doubt about the company's ability to continue as a going concern within 12 months without additional funding. The company also completed a 1-for-10 reverse stock split in February 2026 and saw declines in cash and Bitcoin holdings.

Sphere 3D Corp. held its Annual Meeting of Shareholders on May 13, 2026, with 34.224% of shares outstanding represented, constituting a quorum. Shareholders approved a resolution to set the board size at three members and elected Timothy Hanley, Susan Harnett, and Duncan J. McEwan as directors. Additionally, MaloneBailey LLP was ratified as the company's auditors for the ensuing year.

Sphere 3D Corp. and Cathedra Bitcoin Inc. provided an update on their proposed business combination, confirming it is expected to close in the near term, pending customary closing conditions and approvals. The merger aims to establish a scaled digital infrastructure platform with an initial 53 megawatts of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee. Management believes the combined entity will be better positioned to capitalize on the growing demand for compute capacity, including AI and high-density workloads, through a flexible and capital-disciplined infrastructure model. Cathedra also announced a new hosting agreement utilizing approximately 80% of its 15 MW Shire site capacity, providing stable revenue visibility as the transaction progresses.