ANY / Sphere 3D Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Sphere 3D Corp.
US ˙ NasdaqCM ˙ CA84841L4073

Grundlæggende statistik
CIK 1591956
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sphere 3D Corp.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
June 3, 2026 EX-99.3

Cathedra Bitcoin Inc. Condensed Consolidated Interim Financial Statements For the three months ended Mar 31, 2026 and 2025 (expressed in Canadian dollars, unless otherwise noted)

Cathedra Bitcoin Inc. Condensed Consolidated Interim Financial Statements For the three months ended Mar 31, 2026 and 2025 (expressed in Canadian dollars, unless otherwise noted) Cathedra Bitcoin Inc. Condensed Consolidated Interim Statements of Financial Position As at March 31, 2026 and December 31, 2025 (Expressed in Canadian dollars, unless otherwise noted) As at: Notes March 31, 2026 (unaudit

June 3, 2026 EX-10.3

VOTING AGREEMENT

VOTING AGREEMENT THIS VOTING AGREEMENT is made as of the [●] day of [●], 2026 (this "Agreement").

June 3, 2026 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made by and among Sphere 3D Mining Corp.

June 3, 2026 EX-99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information ("Unaudited Pro Forma Financial Information") has been prepared based on the historical audited consolidated financial statements of Sphere 3D Corp.

June 3, 2026 EX-10.4

VOTING AGREEMENT

VOTING AGREEMENT THIS VOTING AGREEMENT is made as of the [●] day of [●], 2026 (this "Agreement").

June 3, 2026 EX-10.2

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT WHEREAS, Sphere 3D Corp., an Ontario corporation (the "Employer"), and Kurt Kalbfleisch (the "Executive") entered into a Third Amended and Restated Employment Agreement dated November 11, 2025 (the "November 2025 Employment Agreement"). AND WHEREAS, the Employer entered into Amendment No. 1 to the November 2025 Employment Agreement dated as of March

June 3, 2026 EX-3.1

SPHERE 3D CORP. ARTICLES OF AMENDMENT SERIES I PREFERRED SHARES

SPHERE 3D CORP. ARTICLES OF AMENDMENT OF SERIES I PREFERRED SHARES The undersigned, Kurt Kalbfleisch, does hereby certify that: 1. He is the Chief Executive Officer of Sphere 3D Corp., an Ontario corporation (the "Corporation"). 2. The Corporation is authorized to issue an unlimited number of preferred shares, issuable in series. 3. The following resolutions were duly adopted by the board of direc

June 3, 2026 EX-99.2

Cathedra Bitcoin Inc. Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (expressed in Canadian dollars, unless otherwise noted)

Cathedra Bitcoin Inc. Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (expressed in Canadian dollars, unless otherwise noted) SRCO Professional Corporation Chartered Professional Accountants Licensed Public Accountants Park Place Corporate Centre 15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7, Canada Tel: 905 882 9500 & 416 671 7292 Fax: 905 882 9580 Email:

June 3, 2026 EX-10.5

INDEMNITY AGREEMENT

INDEMNITY AGREEMENT THIS AGREEMENT is made as of the ⬤ day of ⬤, 20⬤. BETWEEN: SPHERE 3D CORP., a corporation existing under the laws of the Province of Ontario (the "Corporation") -and- [⬤], an individual principally residing at ⬤ (the "Indemnified Party"). RECITALS: A. The Indemnified Party is a duly elected or appointed director or officer of the Corporation; B. The Corporation considers it des

June 3, 2026 8-K

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 2

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 29, 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 incorporatio

June 3, 2026 EX-99.1

Sphere 3D and Cathedra Bitcoin Announce Closing of Business Combination Combination creates a scaled data infrastructure platform with 53megawatts of operating capacity and a 100mw+ expansion pipeline ; Combined company retains Sphere 3D's name and U

Sphere 3D and Cathedra Bitcoin Announce Closing of Business Combination Combination creates a scaled data infrastructure platform with 53megawatts of operating capacity and a 100mw+ expansion pipeline ; Combined company retains Sphere 3D's name and US listing (NASDAQ: ANY) TORONTO, ONTARIO, AND STAMFORD, CONNECTICUT, June 1, 2026 - (NEWSFILE) - Sphere 3D Corp.

May 28, 2026 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Sphere 3D Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Shares, no par value Other 1,500,000 $ 1.825 $ 2,737,500.00 0.0001381 $ 378.05 Total Offering Amounts: $ 2,737

May 28, 2026 S-8

As filed with the Securities and Exchange Commission on May 28, 2026

As filed with the Securities and Exchange Commission on May 28, 2026 Registration No.

May 21, 2026 EX-99.1

Sphere 3D Receives Shareholder Approval Related to Cathedra Combination; Combined Company to Operate Power Infrastructure Across the TVA Region and Iowa

Exhibit 99.1 Sphere 3D Receives Shareholder Approval Related to Cathedra Combination; Combined Company to Operate Power Infrastructure Across the TVA Region and Iowa STAMFORD, Connecticut, May 21, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company today announced that shareholders have approved various proposals related to its business combination with Cathedra Bitcoin In

May 21, 2026 8-K

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 1

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 incorporatio

May 21, 2026 EX-99.2

May 21, 2026

Exhibit 99.2 May 21, 2026 To: Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission RE: SPHERE 3D CORP. - SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 15, 2026 VOTING RESULTS This report on the voting results of our Special Meeting of Shareholders held on May 15, 2026 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disc

May 15, 2026 8-K

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 1

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 incorporatio

May 15, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exac

May 15, 2026 EX-99.1

Sphere 3D Reports First Quarter 2026 Financial Results Sphere 3D Advances Mining Efficiency Initiatives and Strategic Growth Plans

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

May 14, 2026 8-K

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 1

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, 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 incorporatio

May 14, 2026 EX-99.1

May 14, 2026

Exhibit 99.1 May 14, 2026 To: Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission RE: SPHERE 3D CORP. - ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 13, 2026 VOTING RESULTS This report on the voting results of our Annual Meeting of Shareholders held on May 13, 2026 is made in accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclo

May 8, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 7, 2026 8-K

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 7

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 7, 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

May 7, 2026 EX-99.1

Sphere 3D and Cathedra Advance Proposed Combination to Establish Power-Optimized Digital Infrastructure Platform

Exhibit 99.1 Sphere 3D and Cathedra Advance Proposed Combination to Establish Power-Optimized Digital Infrastructure Platform Stamford, Connecticut, and Toronto, Ontario - May 7, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D") and Cathedra Bitcoin Inc. ("Cathedra") today provided an update regarding their previously announced proposed business combination (the "Transaction"), which remains expe

May 4, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 16, 2026 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☒ Definitive Proxy St

April 7, 2026 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☐ Definitive Proxy St

April 2, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

April 2, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 27, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact name o

March 27, 2026 EX-4.2

DESCRIPTION OF SECURITIES

Exhibit 4.2 DESCRIPTION OF SECURITIES Sphere 3D Corp. (the “Company”) authorized capital shares consist of unlimited number of common shares, no par value; unlimited number of Series A Preferred Shares, no par value; unlimited number of Series B Preferred Shares, no par value; unlimited number of Series C Preferred Shares, no par value; unlimited number of Series D Preferred Shares, no par value;

March 27, 2026 EX-21.1

Subsidiaries of the Company Name of subsidiary Jurisdiction of Incorporation or Organization Sphere 3D Inc. Ontario, Canada Sphere 3D Mining Corp. Delaware, United States S3D Acquisition Corp. British Columbia, Canada 101250 Investments Ltd. Turks an

Exhibit 21.1 Subsidiaries of the Company Name of subsidiary Jurisdiction of Incorporation or Organization Sphere 3D Inc. Ontario, Canada Sphere 3D Mining Corp. Delaware, United States S3D Acquisition Corp. British Columbia, Canada 101250 Investments Ltd. Turks and Caicos Islands

March 27, 2026 EX-4.1

EX-4.1

Exhibit 4.1

March 11, 2026 EX-10.2

Amendment No. 1 to Employment Agreement

Exhibit 10.2 Amendment No. 1 to Employment Agreement This Amendment No. 1 to Employment Agreement (the "Amendment") is made and entered into as of March 5, 2026, by and between Kurt Kalbfleisch (the "Executive"), and Sphere 3D Corp., an Ontario corporation (the "Employer") (all parties collectively referred to as the "Parties"). WHEREAS, on November 11, 2025, the Parties entered into the Third Ame

March 11, 2026 EX-99.1

Sphere3D and Cathedra Bitcoin Announce Business Combination Combined Company Expected to Retain Sphere3D's Name and US Listing (NASDAQ: ANY)

Exhibit 99.1 Sphere3D and Cathedra Bitcoin Announce Business Combination Combined Company Expected to Retain Sphere3D's Name and US Listing (NASDAQ: ANY) STAMFORD, CONNECTICUT, AND TORONTO, ONTARIO, March 5, 2026 - (NEWSFILE)- Sphere 3D Corp. (NASDAQ: ANY) ("Sphere"), a bitcoin mining company, and Cathedra Bitcoin Inc. (TSX-V: CBIT; OTCQB: CBTTF) ("Cathedra," and together with Sphere, the "Parties

March 11, 2026 8-K

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

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 5, 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 incorporati

March 11, 2026 EX-10.1

- 2 -

Exhibit 10.1 [•], 2026 To: Undersigned Shareholder of [Sphere 3D Corp./Cathedra Bitcoin Inc.]1 Re: Voting Support Agreement Sphere 3D Corp. ("Sphere") is in discussions with Cathedra Bitcoin Inc. ("Cathedra") regarding a potential business combination transaction (the "Proposed Transaction") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "BCBCA") wher

March 11, 2026 EX-2.1

SPHERE 3D CORP. - and - CATHEDRA BITCOIN INC. - and - S3D ACQUISITION CORP.

Exhibit 2.1 SPHERE 3D CORP. - and - CATHEDRA BITCOIN INC. - and - S3D ACQUISITION CORP. ARRANGEMENT AGREEMENT March 5, 2026 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Construction 14 1.3 Severability 16 1.4 Currency 16 1.5 Schedules 16 ARTICLE 2 THE ARRANGEMENT 16 2.1 Arrangement 16 2.2 Interim Order 16 2.3 Cathedra Meeting 18 2.4 Sphere Meeting 19 2.5 Cathedra Circular and

March 9, 2026 8-K

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

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 6, 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 incorporati

March 9, 2026 EX-99.1

Sphere 3D Reports Fiscal Year 2025 Financial Results

Exhibit 99.1 Sphere 3D Reports Fiscal Year 2025 Financial Results STAMFORD, Connecticut, March 6, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for its fiscal year ended December 31, 2025. COMMENTS FROM SPHERE 3D LEADERSHIP "Over the course of 2025, we took meaningful steps to strengthen Sphere 3D's operational found

February 27, 2026 8-K

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): Febru

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): February 26, 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 incorpo

February 12, 2026 EX-3.1

EXHIBIT 3.1

Exhibit 3.1

February 12, 2026 EX-99.1

Sphere 3D Provides Business and Financial Update

Exhibit 99.1 Sphere 3D Provides Business and Financial Update STAMFORD, Connecticut, February 6, 2026 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY), a Bitcoin mining company, today provided an update on its operational focus, creating a foundation for growth and financial progress over the past year, reflecting a continued discipline on cost control and long-term positioning and a

February 12, 2026 8-K

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): Febru

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): February 9, 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 incorpor

January 16, 2026 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Sphere 3D Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Shares, no par value Other 3,392,525 $ 0.33615 $ 1,140,397.28 0.0001381 $ 157.49 Total Offering Amounts: $ 1,1

January 16, 2026 EX-99.1

January 16, 2026

Exhibit 99.1 January 16, 2026 To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission RE: SPHERE 3D CORP. - SPECIAL MEETING OF SHAREHOLDERS HELD ON JANUARY 15, 2026 VOTING RESULTS This report on the voting results of our Special Meeting of Shareholders held on January 15, 2026 is made in accordance with Section 11.3 of National Instrument 51-102 - Con

January 16, 2026 S-8

As filed with the Securities and Exchange Commission on January 15, 2026

As filed with the Securities and Exchange Commission on January 15, 2026 Registration No.

January 16, 2026 8-K

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): Janua

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): January 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 incorpor

December 22, 2025 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT WHEREAS Sphere 3D Corp., an Ontario corporation (the "Employer") and Tiah Reppas (the "Executive") entered into an Offer Letter dated April 7, 2025 (the "April 2025 Employment Agreement"). AND WHEREAS the Employer and the Executive desire to further amend, restate and replace the April 2025 Employment Agreement in its entirety as set forth herein by entering into

December 22, 2025 8-K

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): Decem

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): December 17, 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 incorpo

December 10, 2025 424B3

Sphere 3D Corp. 8,736,422 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-291698 Sphere 3D Corp. 8,736,422 Common Shares This prospectus relates to the resale, from time to time, by the Selling Stockholder named herein (the "Selling Stockholder") of an aggregate of 8,736,422 common shares issuable upon the exercise of outstanding common share purchase warrants (the "Warrants") issued in a private placement conducted

December 8, 2025 CORRESP

Sphere 3D Corp.

Sphere 3D Corp. December 8, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Registration Statement on Form S-3 Filed November 21, 2025 File No. 333-291698 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sphere 3D Corp. (the "Com

December 5, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

December 5, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

November 21, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 Sphere 3D Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff

November 21, 2025 S-3

As filed with the Securities and Exchange Commission on November 21, 2025

As filed with the Securities and Exchange Commission on November 21, 2025 Registration No.

November 18, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

November 13, 2025 EX-99.1

Kurt Kalbfleisch Named Chief Executive Officer of Sphere 3D Following Interim Leadership Period Proven Leader to Drive Operational Discipline and Pursue Strategic Growth Opportunities

Exhibit 99.1 Kurt Kalbfleisch Named Chief Executive Officer of Sphere 3D Following Interim Leadership Period Proven Leader to Drive Operational Discipline and Pursue Strategic Growth Opportunities STAMFORD, Connecticut, November 6, 2025 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY) today announced that its Board of Directors has appointed Kurt Kalbfleisch as Chief Executive Office

November 13, 2025 EX-10.1

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT WHEREAS Sphere 3D Corp., an Ontario corporation (the "Employer") and Kurt Kalbfleisch (the "Executive") entered into a Second Amended and Restated Employment Agreement dated May 8, 2025 (the "May 2025 Employment Agreement"). AND WHEREAS the Corporation and the Executive desire to further amend, restate and replace the May 2025 Employment

November 13, 2025 8-K

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): Novem

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 6, 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 incorpor

November 5, 2025 8-K

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): Novem

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 incorpor

November 5, 2025 EX-99.1

Sphere 3D Reports Third Quarter 2025 Financial Results

Exhibit 99.1 Sphere 3D Reports Third Quarter 2025 Financial Results STAMFORD, Connecticut, November 4, 2025 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for the third quarter of fiscal year 2025 ended September 30, 2025. COMMENTS FROM SPHERE 3D LEADERSHIP "This quarter reflects continued progress in strengthening the fou

November 4, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (

October 17, 2025 EX-10.2

[Signature Page Follows]

Exhibit 10.2 CONFIDENTIAL October 16, 2025 Sphere 3D Corp. Attention: Kurt Kalbfleisch 243 Tresser Blvd, 17th Floor Stamford, Connecticut, United States 06901 The purpose of this financial advisory agreement (this "Agreement") is to confirm the engagement of A.G.P./Alliance Global Partners ("A.G.P.") by Sphere 3D Corp. (the "Company") to render Financial Services (as defined below) to the Company.

October 17, 2025 EX-4.1

COMMON SHARE PURCHASE WARRANT SPHERE 3D CORP.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 17, 2025 EX-99.1

Sphere 3D Announces a Warrant Inducement Transaction for $4.0 Million in Gross Proceeds

Exhibit 99.1 Sphere 3D Announces a Warrant Inducement Transaction for $4.0 Million in Gross Proceeds STAMFORD, Connecticut, October 17, 2025 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of the November 2024 warr

October 17, 2025 8-K

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): Octob

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): October 16, 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 incorpor

October 17, 2025 EX-10.1

SPHERE 3D CORP. 243 Tresser Blvd, 17th Floor Stamford, Connecticut, 06901

Exhibit 10.1 SPHERE 3D CORP. 243 Tresser Blvd, 17th Floor Stamford, Connecticut, 06901 October 16, 2025 To the Holder of November 2024 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: Sphere 3D Corp. (the "Company") is pleased to offer (this "Inducement Offer") to you ("Holder", "you" or similar terminology) the opportunity to rec

September 5, 2025 8-K

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): Septe

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): September 3, 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 incorpo

August 6, 2025 8-K

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): Augus

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 incorporat

August 6, 2025 EX-99.1

Sphere 3D Reports Second Quarter 2025 Financial Results

Exhibit 99.1 Sphere 3D Reports Second Quarter 2025 Financial Results STAMFORD, Connecticut, August 5, 2025 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for the second quarter of fiscal year 2025 ended June 30, 2025. COMMENTS FROM SPHERE 3D LEADERSHIP "While market conditions have remained relatively steady this quarter,

August 5, 2025 EX-10.4

Form of Restricted Stock Unit Agreement

Exhibit 10.4 SPHERE 3D CORP. 2025 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated [DATE] by and between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), and [NAME] (the “Grantee”) evidences the award (the “Award”) granted by the Corporation to the Grantee a

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact

August 5, 2025 EX-10.3

Form of Nonqualified Stock Option Agreement

Exhibit 10.3 SPHERE 3D CORP. 2025 PERFORMANCE INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated [DATE] by and between Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the “Corporation”), and [NAME] (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corp

June 25, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ……S-8….. (Form Type) ……………………Sphere 3D Corp.………………………..… (Exact Name of Registrant as Specified in its Charter) …………………Not Applicable………………… (Translation of Registrant's Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum

June 25, 2025 EX-4

Sphere 3D Corp. 2025 Performance Incentive Plan.

Exhibit 4 SPHERE 3D CORP. 2025 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Sphere 3D Corp. 2025 Performance Incentive Plan (this "Plan") of Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant o

June 25, 2025 S-8

As filed with the Securities and Exchange Commission on June 25, 2025

As filed with the Securities and Exchange Commission on June 25, 2025 Registration No.

June 2, 2025 EX-99.1

June 2, 2025

Exhibit 99.1 June 2, 2025 To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission RE: SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 29, 2025 VOTING RESULTS This report on the voting results of our Annual and Special Meeting of Shareholders held on May 29, 2025 is made in accordance with Section 11.3 of National Instrument 51

June 2, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 29, 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 incorporatio

May 15, 2025 8-K

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 1

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 incorporatio

May 15, 2025 EX-99.1

Sphere 3D Reports First Quarter 2025 Financial Results

Sphere 3D Reports First Quarter 2025 Financial Results STAMFORD, Connecticut, May 14, 2025 - Sphere 3D Corp.

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exac

April 28, 2025 EX-10.1

Amended and Restated Employment Agreement between Sphere 3D Corp. and Kurt Kalbfleisch dated April 22, 2025

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") RECITALS: A. Sphere 3D Corp., an Ontario corporation (the "Employer") and Kurt Kalbfleisch (the "Executive") entered into an employment agreement (the "2022 Employment Agreement") dated June 20, 2022 (the "Original Date"). B. The Employer and the Executive previously agreed to replace the 2022 Employment Agreement to address certain chang

April 28, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 22, 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 incorporat

April 17, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

April 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 28, 2025 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries of the Company Name of subsidiary Jurisdiction of Incorporation or Organization Sphere 3D Inc. Ontario, Canada Sphere 3D Mining Corp. Delaware, United States 101250 Investments Ltd. Turks and Caicos Islands Minority Equality Opportunities Acquisition Sponsor, LLC Delaware, United States

March 28, 2025 EX-4.2

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES Sphere 3D Corp. (the “Company”) authorized capital shares consist of unlimited number of common shares, no par value; unlimited number of Series A Preferred Shares, no par value; unlimited number of Series B Preferred Shares, no par value; unlimited number of Series C Preferred Shares, no par value; unlimited number of Series D Preferred Shares, no par value;

March 28, 2025 EX-97.1

Executive Compensation Clawback Policy

Exhibit 97.1 SPHERE 3D CORP. EXECUTIVE COMPENSATION CLAWBACK POLICY A.OVERVIEW The Board of Directors (the “Board”) of Sphere 3D Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market LLC (the “Na

March 28, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 incorporat

March 28, 2025 EX-99.1

Sphere 3D Reports Fiscal Year 2024 Financial Results and Operational Updates

Exhibit 99.1 Sphere 3D Reports Fiscal Year 2024 Financial Results and Operational Updates STAMFORD, Connecticut, March 28, 2025 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), a Bitcoin mining company, is pleased to announce financial results for its fiscal year ended December 31, 2024. COMMENTS FROM SPHERE 3D LEADERSHIP 2024 was a year of transition for Sphere 3D. Following the Bi

March 28, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

March 28, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact name o

March 28, 2025 EX-19.1

Sphere 3D Corp. Insider Trading Policy

Exhibit 19.1 SPHERE 3D CORP. INSIDER TRADING POLICY 1. Purpose of this Policy The purpose of this Insider Trading Policy of the Company (the “Policy”) is to set forth certain policies to ensure: •that all persons to whom this Policy applies understand their obligations to preserve the confidentiality of Undisclosed Material Information (as defined herein); and •that all appropriate parties who hav

March 18, 2025 EX-99.1

Sphere 3D Launches First Vertically Integrated Bitcoin Mining Facility

Exhibit 99.1 Sphere 3D Launches First Vertically Integrated Bitcoin Mining Facility STAMFORD, Connecticut, March 18, 2025 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company") today announced that its newest Bitcoin mining site in Iowa is officially online. This milestone represents a significant strategic shift for the Company as it moves away from hosted and third-party mining operation

March 18, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 18, 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 incorporat

March 12, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 11, 2025 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario, Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer of in

March 12, 2025 EX-99.1

Sphere Announces End of Litigation with Gryphon

Exhibit 99.1 Sphere Announces End of Litigation with Gryphon STAMFORD, Connecticut, March 11, 2025 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY) announced today that it has reached a confidential settlement with Gryphon Digital Mining, Inc. to resolve all claims against each other on mutually satisfactory terms that will result in the complete dismissal of the litigation. "As a Co

March 7, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 6, 2025 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario , Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer of in

March 6, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 6, 2025 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario, Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer of inc

March 6, 2025 EX-99.1

Sphere 3D Announces Passing of Chief Executive Officer Chief Financial Officer Kurt Kalbfleisch Remains as Acting CEO

Exhibit 99.1 Sphere 3D Announces Passing of Chief Executive Officer Chief Financial Officer Kurt Kalbfleisch Remains as Acting CEO STAMFORD, Connecticut, March 6, 2025 - It is with profound sadness that Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY) today announces the passing of Patricia Trompeter, Chief Executive Officer. Patricia, known to many as Patti, passed away peacefully on

February 3, 2025 EX-99.1

Sphere 3D President and CEO Taking Temporary Leave of Absence Chief Financial Officer Kurt Kalbfleisch Named Acting CEO

Sphere 3D President and CEO Taking Temporary Leave of Absence Chief Financial Officer Kurt Kalbfleisch Named Acting CEO STAMFORD, Connecticut, January 31, 2025 - Sphere 3D Corp.

February 3, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 31, 2025 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario, Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer of

January 27, 2025 S-8

As filed with the Securities and Exchange Commission on January 27, 2025

As filed with the Securities and Exchange Commission on January 27, 2025 Registration No.

January 27, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ……S-8….. (Form Type) ……………………Sphere 3D Corp.………………………..… (Exact Name of Registrant as Specified in its Charter) …………………Not Applicable………………… (Translation of Registrant's Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum

January 3, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 3, 2025 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario, Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer of i

January 3, 2025 EX-10.1

Sales Agreement, dated as of January 3, 2025, by and between Sphere 3D Corp. and A.G.P./Alliance Global Partners

SPHERE 3D CORP. COMMON SHARES SALES AGREEMENT January 3, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Sphere 3D Corp., company amalgamated under the Business Corporations Act (Ontario) (the "Company"), confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (the "Sales Agent"), as follows: 1. Issuance and Sale of Shares. Th

January 3, 2025 424B5

SPHERE 3D CORP. Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-269663 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 10, 2024) SPHERE 3D CORP. $8,000,000 Common Shares This prospectus supplement and the accompanying prospectus relate to the issuance and sale of up to $8,000,000 of our common shares, no par value ("common shares"), from time to time through our sales agent, A.G.P./Alliance Global Partne

December 31, 2024 424B3

Sphere 3D Corp. 4,225,353 Common Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283932 PROSPECTUS Sphere 3D Corp. 4,225,353 Common Shares This prospectus relates to the resale, from time to time, by the Selling Stockholder named herein (the "Selling Stockholder") of an aggregate of 4,225,353 common shares issuable upon the exercise of outstanding common share purchase warrants (the "Warrants") issued in a private placement

December 30, 2024 CORRESP

Sphere 3D Corp. 243 Tresser Blvd., 17th Floor Stamford, CT 06901

Sphere 3D Corp. 243 Tresser Blvd., 17th Floor Stamford, CT 06901 Sphere 3D Corp. December 30, 2024 Via EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Sphere 3D Corp. Registration Statement on Form S-3 Filed on December 19, 2024 File No. 333-283932 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities

December 26, 2024 LETTER

LETTER

December 26, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 243 Tresser Blvd., 17th Floor Stamford, CT 06901 Re: Sphere 3D Corp. Registration Statement on Form S-3 Filed December 19, 2024 File No. 333-283932 Dear Patricia Trompeter: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests

December 19, 2024 S-3

As filed with the Securities and Exchange Commission on December 19, 2024

As filed with the Securities and Exchange Commission on December 19, 2024 Registration No.

December 19, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-3 (Form Type) SPHERE 3D CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Co

November 21, 2024 EX-4.1

Form of Common Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

November 21, 2024 EX-99.1

Sphere 3D Corp. Announces Pricing of $6 Million Registered Direct Offering and Concurrent Private Placement

Sphere 3D Corp. Announces Pricing of $6 Million Registered Direct Offering and Concurrent Private Placement Stamford, Connecticut - November 20, 2024 - Sphere 3D Corp (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company operating at an industrial scale, today announced that it has entered into a securities purchase agreement with a single institutional investor for the issuance a

November 21, 2024 8-K

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): Novem

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 19, 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 incorpo

November 21, 2024 EX-10.1

Form of Purchase Agreement

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November 19, 2024, between Sphere 3D Corp.

November 21, 2024 424B5

SPHERE 3D CORP. 2,350,000 Common Shares Pre-Funded Warrants to Purchase up to 1,875,353 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-269663 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 10, 2024) SPHERE 3D CORP. 2,350,000 Common Shares Pre-Funded Warrants to Purchase up to 1,875,353 Common Shares Pursuant to this prospectus supplement, the accompanying prospectus and the securities purchase agreement dated November 19, 2024 (the "Securities Purchase Agreement"), we are

November 21, 2024 EX-10.2

Placement Agent Agreement entered into by and between Sphere 3D Corp. and the Placement Agent, dated November 19, 2024

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 November 19, 2024 Sphere 3D Corp. Attention: Ms. Patricia Trompeter 243 Tresser Blvd, 17th Floor Stamford, CT 06901 Re: Placement Agency Agreement Dear Ms. Trompeter: Subject to the terms and conditions of this letter agreement (the "Agreement") between A.G.P./Alliance Global Partners (the "Placement Agent"), a

November 21, 2024 EX-4.3

Amendment to Common Share Purchase Warrant entered into by and between the Company and the Purchaser, dated November 19, 2024

AMENDMENT TO COMMON SHARE PURCHASE WARRANT This AMENDMENT TO COMMON SHARE PURCHASE WARRANT (this "Amendment") is entered into as of November 19, 2024, by and between Sphere 3D Corp.

November 21, 2024 EX-4.2

Form of Pre-Funded Warrant

PRE-FUNDED COMMON SHARE PURCHASE WARRANT SPHERE 3D CORP. Warrant Shares: Issue Date: November [•], 2024 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, or its registered assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November [•], 2025 (

November 18, 2024 EX-99.1

Sphere 3D Corp. Provides October 2024 Update

Exhibit 99.1 Sphere 3D Corp. Provides October 2024 Update Stamford, Connecticut-(Newsfile Corp. - November 15, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company focused on strategically growing its production, is providing a strategic and operational update for October 2024. Key Highlights: 11.7 Bitcoin mined in October 2024 Month-end deployed hash rate was 0.8 EH/s Dev

November 18, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 15, 2024 SPHERE 3D CORP. (Exact name of registrant as specified in its charter) Ontario , Canada 001-36532 98-1220792 (State or other jurisdiction (Commission (IRS Employer o

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (

November 14, 2024 EX-99.1

Sphere 3D Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Sphere 3D Reports Third Quarter 2024 Financial Results STAMFORD, Connecticut, November 14, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company operating at an industrial scale, today reported financial results for the quarter ended September 30, 2024. 2024 Third Quarter Highlights Sphere 3D and Simple Mining LLC entered into a letter of intent to acquire a 12.

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 incorpo

October 17, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 17, 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 incorpor

October 17, 2024 EX-99.1

Sphere 3D Corp. Provides September 2024 Update

Exhibit 99.1 Sphere 3D Corp. Provides September 2024 Update Stamford, Connecticut-(Newsfile Corp. - October 17, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company focused on strategically growing its production, is providing an operational update for September 2024, as well as a general strategic update. Key Highlights 9.2 Bitcoin mined in September 2024 Month-end deploy

October 11, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 10, 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 incorpor

October 10, 2024 S-3/A

As filed with the Securities and Exchange Commission on October 10, 2024

As filed with the Securities and Exchange Commission on October 10, 2024 Registration No.

October 10, 2024 CORRESP

Sphere 3D Corp. 895 Don Mills Road, Bldg. 2, Suite 900 Toronto, Ontario, Canada, M3C 1W3

Sphere 3D Corp. 895 Don Mills Road, Bldg. 2, Suite 900 Toronto, Ontario, Canada, M3C 1W3 October 10, 2024 VIA EDGAR Lulu Cheng Eric Envall Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Registration Statement on Form S-3 File No. 333-269663 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulatio

October 4, 2024 LETTER

LETTER

October 4, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 243 Tresser Blvd, 17th Floor Stamford, CT 06901 Re: Sphere 3D Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Form 10-K for the Fiscal Year Ended December 31, 2023 File No. 001-36532 Dear Patricia Trompeter: We have completed our review of your filings. We remind you that the company and its management are respo

September 23, 2024 EX-99.1

Sphere 3D Corp. Provides August 2024 Update

Exhibit 99.1 Sphere 3D Corp. Provides August 2024 Update Stamford, Connecticut, September 23, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company, is providing a strategic and operational update for August 2024. Key Highlights: Second batch of Antminer S21 fleet upgrades have arrived 12.7 Bitcoin mined in August 2024 Month-end deployed hash rate was 1.0 EH/s Metrics Aug 20

September 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 23, 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 incorp

September 17, 2024 CORRESP

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Eric M. Hellige Partner Direct Tel: 212-326-0846 Fax: 212-326-0806 [email protected] September 17, 2024 VIA EDGAR Kate Tillan Rolf Sundwall Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 10-Q for the Quarterly Period Ended June

September 10, 2024 LETTER

LETTER

September 10, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 243 Tresser Blvd, 17th Floor Stamford, CT 06901 Re: Sphere 3D Corp. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 10-Q for the Quarterly Period Ended June 30, 2024 Response Dated August 13, 2024 File No. 001-36532 Dear Patricia Trompeter: We have reviewed your August 13, 2024 response to our comment letter a

September 10, 2024 EX-99.1

Sphere 3D Corp.

Exhibit 99.1 Sphere 3D Corp. Signs Letter of Intent to Acquire a 12.5 MW Site in Iowa Featuring Average Sub -4c Energy, Set to be Operational by December 2024 Stamford, CT - (Newsfile Corp. - September 9, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company, announces the development of a 12.5 MW site in Iowa. 12.5 MW site with anticipated average of sub ~4 cent power Faci

September 10, 2024 8-K

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): Septe

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): September 9, 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 incorpo

August 27, 2024 S-3/A

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

August 19, 2024 EX-99.1

Sphere 3D Corp. Provides July 2024 Update

Exhibit 99.1 Sphere 3D Corp. Provides July 2024 Update Stamford, Connecticut, August 19, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company, is providing a strategic and operational update for July 2024. Key Highlights: First batch of Antminer S21 fleet upgrade has arrived 16.8 Bitcoin mined in July 2024 Month-end deployed hash rate was 1.2 EH/s Metrics July 2023 June 202

August 19, 2024 8-K

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): Augus

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 19, 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 incorpora

August 13, 2024 S-3/A

As filed with the Securities and Exchange Commission on August 13, 2024

As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.

August 13, 2024 CORRESP

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M. ALI PANJWANI Partner Direct Tel: 212-326-0820 Fax: 212-326-0806 [email protected] August 13, 2024 Via Edgar Lulu Cheng Eric Envall Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Amendment No. 2 to Registration Statement on Form S-3 Filed July 25, 2024 File No. 333-269663 Ladies and Gentlemen: On behalf of

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact

August 13, 2024 CORRESP

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Eric M. Hellige Partner Direct Tel: 212-326-0846 Fax: 212-326-0806 [email protected] August 13, 2024 VIA EDGAR CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83 The entity requesting confidential treatment is: Sphere 3D Corp. 4 Greenwich Office Park, 1st Floor Greenwich, CT 06831 Attn: Patricia Trompeter, Chief Executive Officer Telephone: (203) 524-6524 CERTAIN PORTIONS OF THIS LETTER HAVE BEE

August 13, 2024 EX-99.1

Sphere 3D Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Sphere 3D Reports Second Quarter 2024 Financial Results STAMFORD, Connecticut, August 13, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company operating at an industrial scale, today reported financial results for the quarter ended June 30, 2024. 2024 Second Quarter Highlights • Sphere 3D recognized a $7.3 million unrealized gain on investment in equity securit

August 13, 2024 8-K

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): Augus

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 incorpora

August 5, 2024 LETTER

LETTER

August 5, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 243 Tresser Blvd, 17th Floor Stamford, CT 06901 Re: Sphere 3D Corp. Amendment No. 2 to Registration Statement on Form S-3 Filed July 25, 2024 File No. 333-269663 Dear Patricia Trompeter: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registr

July 25, 2024 S-3/A

As filed with the Securities and Exchange Commission on July 24, 2024

As filed with the Securities and Exchange Commission on July 24, 2024 Registration No.

July 25, 2024 EX-10.4

Hosting Agreement between Sphere 3D Corp. and Joshi Petroleum, LLC dated October 18, 2023.

Exhibit 10.4 Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. HOSTING AGREEMENT THIS HOSTING AGREEMENT (“Hosting Agreement”) is entered into on this 18th day of October, 2023 (“Effective Date”) by and among Joshi Petroleum , LLC, a Texas limit

July 25, 2024 EX-10.2

Hosting Agreement between Sphere 3D Corp. and Lancium, FS 25, LLC dated February 8, 2023

Exhibit 10.2 Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Hosting Agreement This Hosting Agreement (this “Agreement”) is made as of February 8, 2023 (the “Effective Date”) between Lancium FS 25, LLC, a Delaware limited liability company, h

July 25, 2024 EX-10.3

Master Hosting Services Agreement between Sphere 3D Corp. and Rebel Mining Company, LLC dated April 4, 2023

Exhibit 10.3 Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. MASTER HOSTING SERVICES AGREEMENT This Master Hosting Services Agreement (the “Master HSA”) is entered into on this 4th day of April, 2023 by and between REBEL MINING COMPANY, LLC a

July 25, 2024 EX-10.1

Master Agreement between Sphere 3D Corp. and Compute North LLC (as assigned to GC Data Center Granbury, LLC) dated June 3, 2022

Exhibit 10.1 Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. MASTER AGREEMENT This Master Agreement (the “Agreement”), dated 6/3/2022, is between Compute North LLC (“Compute North”) and Sphere 3D (“Customer”). In consideration of the promises

July 24, 2024 CORRESP

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M. ALI PANJWANI Partner Direct Tel: 212-326-0820 Fax: 212-326-0806 [email protected] July 24, 2024 Via Edgar Lulu Cheng Eric Envall Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Amendment No. 1 to Registration Statement on Form S-3 Filed May 7, 2024 File No. 333-269663 Ladies and Gentlemen: On behalf of our

July 18, 2024 EX-99.1

Sphere 3D Corp. Provides Response To Misleading Gryphon Press Release

Exhibit 99.1 Sphere 3D Corp. Provides Response To Misleading Gryphon Press Release Stamford, Connecticut-(Newsfile Corp. - July 18, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company, provides this response to a press release Gryphon Digital Mining Inc. ("Gryphon") issued on July 17, 2024 in which it claimed that "Sphere Concedes It Will No Longer Seek To Impose Any Liab

July 18, 2024 EX-99.2

Sphere 3D Corp. Provides June 2024 Update

Exhibit 99.2 Sphere 3D Corp. Provides June 2024 Update STAMFORD, Connecticut - (Newsfile Corp. - July 18, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company, is providing a strategic and operational update for June 2024. Key Highlights First batch of fleet upgrade has arrived 20.4 Bitcoin mined in June 2024 Month-end deployed hash rate was 1.2 EH/s Metrics June 2023 May

July 18, 2024 8-K

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): July

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): July 18, 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 incorporati

July 10, 2024 LETTER

LETTER

July 10, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 243 Tresser Blvd, 17th Floor Stamford, CT 06901 Re: Sphere 3D Corp. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 10-Q for the Quarterly Period Ended March 31, 2024 Response Dated January 12, 2024 File No. 001-36532 Dear Patricia Trompeter: We have reviewed your January 12, 2024 response to our comment letter and

May 31, 2024 EX-4

Sphere 3D Corp. 2015 Performance Incentive Plan, as amended

Exhibit 4 SPHERE 3D CORP. SECOND AMENDED AND RESTATED 2015 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Sphere 3D Corp. Second Amended and Restated 2015 Performance Incentive Plan (this "Plan") of Sphere 3D Corp., a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), is to promote the success of the Corporation and to increase shareholder va

May 31, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ……S-8….. (Form Type) ……………….……Sphere 3D Corp.……………….…… (Exact Name of Registrant as Specified in its Charter) …………………Not Applicable………………… (Translation of Registrant's Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Of

May 31, 2024 S-8

As filed with the Securities and Exchange Commission on May 31, 2024

As filed with the Securities and Exchange Commission on May 31, 2024 Registration No.

May 20, 2024 LETTER

LETTER

United States securities and exchange commission logo May 20, 2024 Patricia Trompeter Chief Executive Officer Sphere 3D Corp.

May 15, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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, 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 incorporatio

May 15, 2024 EX-99.1

May 15, 2024

Exhibit 99.1 May 15, 2024 To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission RE: SPHERE 3D CORP. - ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 15, 2024 VOTING RESULTS This report on the voting results of our Annual and Special Meeting of Shareholders held on May 15, 2024 is made in accordance with Section 11.3 of National Instrument 51

May 14, 2024 8-K

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 1

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, 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 incorporatio

May 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 incorporatio

May 14, 2024 EX-99.1

Sphere 3D Corp. Provides April 2024 Update

Exhibit 99.1 Sphere 3D Corp. Provides April 2024 Update STAMFORD, Connecticut - May 14, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D," "we," "our" or "us"), dedicated to becoming a growing Bitcoin mining company, is providing a strategic and operational update for April 2024. Key Highlights Partnering with Sunnyside Digital for fleet upgrade and refresh 29.9 Bitcoin were mined in April 2024 Mo

May 14, 2024 EX-99.1

Sphere 3D Reports First Quarter 2024 Financial Results

Exhibit 99.1 Sphere 3D Reports First Quarter 2024 Financial Results STAMFORD, Connecticut, May 13, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company operating at an industrial scale, today reported financial results for the first quarter of FY 2024 ended March 31, 2024. 2024 First Quarter Highlights and Recent Developments Revenue increased to $6.9 million during the qua

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exac

May 8, 2024 CORRESP

May 8, 2024

CORRESP 1 filename1.htm M. ALI ANJWANI, ESQ. Partner DIRECT TEL: 212-326-0820 FAX: 212-326-0806 [email protected] May 8, 2024 Via Edgar Lulu Cheng Eric Envall Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Registration Statement on Form S-3 Filed February 9, 2023 File No. 333-269663 Ladies and Gentlemen:

May 7, 2024 S-3/A

As filed with the Securities and Exchange Commission on May 7, 2024

As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

April 29, 2024 RW

Sphere 3D Corp. 895 Don Mills Road Building 2, Suite 900 Toronto, Ontario, Canada, M3C 1W3 April 29, 2024

Sphere 3D Corp. 895 Don Mills Road Building 2, Suite 900 Toronto, Ontario, Canada, M3C 1W3 April 29, 2024 Via Edgar Mr. Eric Envall Ms. Sandra Hunter Berkheimer Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Withdrawal of Registration Statement on Form S-3 Filed May 17, 2023 File No. 333-2719

April 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

April 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

March 29, 2024 EX-10.3

Employment Agreement between the Company and Kurt Kalbfleisch dated March 27, 2024

Exhibit 10.3 NEW EMPLOYMENT AGREEMENT (the "Agreement") RECITALS: A. Sphere 3D Corp., an Ontario corporation (the "Employer") and Kurt Kalbfleisch (the "Executive") entered into an employment agreement (the "Original Employment Agreement") dated June 20, 2022 (the "Original Date"). B. The Employer and the Executive have agreed that it is desirable that they replace the Original Employment Agreemen

March 29, 2024 EX-10.1

Amending Agreement between the Company and Patricia Trompeter dated March 18, 2024

Exhibit 10.1 AMENDING AGREEMENT This Amending Agreement is made with effect and as of the 18th day of March, 2024 between PATRICIA TROMPETER (the "Executive") and SPHERE 3D CORP. (the "Company"). WHEREAS: A. The Executive and the Company entered into a New Employment Agreement dated January 15, 2024 (the "Employment Agreement"). B. The parties wish to amend the Employment Agreement as hereinafter

March 29, 2024 8-K

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

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 18, 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 incorporat

March 29, 2024 EX-10.2

Second Amending Agreement between the Company and Patricia Trompeter dated March 27, 2024

Exhibit 10.2 SECOND AMENDING AGREEMENT This Amending Agreement is made with effect and as of the 27th day of March, 2024 between PATRICIA TROMPETER (the "Executive") and SPHERE 3D CORP. (the "Company"). WHEREAS: A. The Executive and the Company entered into a New Employment Agreement dated January 15, 2024 (the "Original Employment Agreement"), as amended by an Amending Agreement dated March 18, 2

March 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

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 20, 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 incorporat

March 25, 2024 EX-99.1

Sphere 3D Corp. Provides February 2024 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides February 2024 Production and Operation Updates STAMFORD, Connecticut, March 22, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company operating at an industrial scale, is providing the results of its Bitcoin mining operation for February 2024. Key Highlights: 40.3 Bitcoin mined in February, up 15% YoY. Month-end operating hash rate was 1

March 25, 2024 8-K

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

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 22, 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 incorporat

March 21, 2024 8-K

Financial Statements and Exhibits, Other Events

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 19, 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 incorporat

March 20, 2024 8-K

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 14, 2024 Sphere 3D Corp. (E

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 14, 2024 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 F

March 13, 2024 8-K

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

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 incorporat

March 13, 2024 EX-4.2

Description of Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES Sphere 3D Corp. (the “Company”) authorized capital shares consist of unlimited number of common shares, no par value; unlimited number of Series A Preferred Shares, no par value; unlimited number of Series B Preferred Shares, no par value; unlimited number of Series C Preferred Shares, no par value; unlimited number of Series D Preferred Shares, no par value;

March 13, 2024 EX-99.1

Sphere 3D Reports Fiscal Year 2023 Financial Results and Operational Updates

Exhibit 99.1 Sphere 3D Reports Fiscal Year 2023 Financial Results and Operational Updates STAMFORD, Connecticut, March 13, 2024 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), a Bitcoin mining company operating at an industrial scale, is pleased to announce financial results for its fiscal year ended December 31, 2023. COMMENTS FROM SPHERE 3D LEADERSHIP "I'm pleased to report that

March 13, 2024 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries of the Company Name of subsidiary Jurisdiction of Incorporation or Organization Sphere 3D Inc. Ontario, Canada Sphere 3D Mining Corp. Delaware, United States 101250 Investments Ltd. Turks and Caicos Islands Minority Equality Opportunities Acquisition Sponsor, LLC Delaware, United States

March 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact name o

March 1, 2024 8-K

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

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 1, 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 incorporati

February 13, 2024 SC 13G/A

ANY / Sphere 3D Corp. / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) 84841L308 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the Appropriate box to designate t

February 12, 2024 SC 13G

ANY / Sphere 3D Corp. / Hertford Advisors LTD - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g1353300202122024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Sphere 3D Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 84841L308 (CU

February 12, 2024 SC 13G/A

ANY / Sphere 3D Corp. / Hertford Advisors LTD - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga11353300202122014.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Sphere 3D Corp. (Name of Issuer) Common Shares (Title of Class of S

February 12, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13ga113533002021214.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated February 12, 2024 with respect to the Common Shares of Sphere 3D Corp., a company incorporated under the Business Corporations Act (Ontario), and any further amendments thereto executed by each and any of the undersigned shall be

February 12, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13g1353300202122024.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated February 12, 2024 with respect to the Common Shares of Sphere 3D Corp., a company incorporated under the Business Corporations Act (Ontario), and any further amendments thereto executed by each and any of the undersigned shall be

February 8, 2024 EX-99.1

Sphere 3D Corp. Provides January 2024 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides January 2024 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - February 8, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), dedicated to becoming the leading carbon-neutral Bitcoin mining company, is providing the results of its Bitcoin mining operation for January 2024. Key Highlights: 61.0 Bitcoin mined in January, up 61% YoY. Month-end

February 8, 2024 8-K

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): Febru

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): February 8, 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 incorpor

January 23, 2024 8-K

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): Janua

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): January 23, 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 incorpor

January 23, 2024 EX-99.1

Sphere 3D Announces Agreement with Core Scientific

Exhibit 99.1 Sphere 3D Announces Agreement with Core Scientific Toronto, Ontario-(Newsfile Corp. - January 23, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company has reached a settlement agreement (the "Settlement Agreement") with Core Scientific, Inc. (together with its affiliates, "Core") which was approve

January 19, 2024 EX-10.1

Employment Agreement between Sphere 3D Corp. and Patricia Trompeter dated January 15, 2024

Exhibit 10.1 NEW EMPLOYMENT AGREEMENT RECITALS: A. Sphere 3D Corp., an Ontario corporation (the "Employer") and Patricia Trompeter (the "Executive") entered into an employment agreement (the "Original Employment Agreement") dated April 8, 2022 (the "Original Date"). B. The Employer and the Executive have agreed that it is desirable that they replace the Original Employment Agreement to address cer

January 19, 2024 8-K

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): Janua

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): January 15, 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 incorpor

January 12, 2024 CORRESP

* * *

M. ALI PANJWANI, ESQ. Partner DIRECT TEL: 212-326-0820 FAX: 212-326-0806 [email protected] January 12, 2024 Via Edgar Ms. Kate Tillan Mr. Rolf Sundwall Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sphere 3D Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 Form 10-Q for the Quarterly Peri

January 5, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ……S-8…… (Form Type) ………………………..…Sphere 3D Corp.………………………..… (Exact Name of Registrant as Specified in its Charter) …………………Not Applicable………………… (Translation of Registrant's Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maxim

January 5, 2024 S-8

As filed with the Securities and Exchange Commission on January 5, 2024

As filed with the Securities and Exchange Commission on January 5, 2024 Registration No.

January 4, 2024 8-K

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): Janua

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): January 4, 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 incorpora

January 4, 2024 EX-99.1

Sphere 3D Corp. Provides December 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides December 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - January 4, 2024) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company, is providing the results of its Bitcoin mining operation for December 2023. Key Highlights: 73.5 Bitcoin mined in December, up

January 4, 2024 EX-4.1

Share Purchase Agreement between the Company and Joseph O'Daniel, dated December 28, 2023

Exhibit 4.1 SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of the 28 day of December, 2023. B E T W E E N: SPHERE 3D CORP., a corporation existing under the laws of the Province of Ontario, (hereinafter called the "Vendor") OF THE FIRST PART; - and - JOSEPH O'DANIEL, an individual resident in the State of Texas, (hereinafter called the "Purchaser") OF THE SECOND PART. RECITALS: A. The Vendor is t

January 4, 2024 8-K

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): Decem

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): December 28, 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 incorpo

January 3, 2024 8-K

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): Janua

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): January 2, 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 incorpora

January 3, 2024 EX-99.1

Sphere 3D Corp. Agrees to Settlement with Core Scientific, Inc.

Sphere 3D Corp. Agrees to Settlement with Core Scientific, Inc. Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), dedicated to becoming the leading carbon-neutral Bitcoin mining company, has agreed to terms outlining a settlement with Core Scientific, Inc. and its debtor affiliates (collectively, "Core Scientific"), subject to the approval of the United States Bankruptcy Court for the Southern District

December 12, 2023 LETTER

LETTER

United States securities and exchange commission logo December 12, 2023 Patricia Trompeter Chief Executive Officer Sphere 3D Corp.

December 5, 2023 8-K

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): Decem

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): December 5, 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 incorpor

December 5, 2023 EX-99.1

Votes For

Exhibit 99.1 December 5, 2023 To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission RE: SPHERE 3D CORP. - ANNUAL MEETING OF SHAREHOLDERS HELD ON DECEMBER 5, 2023 VOTING RESULTS This report on the voting results of our Special Meeting of Shareholders held on December 5, 2023 is made in accordance with Section 11.3 of National Instrument 51-102 - Cont

December 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 5, 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 incorpor

December 5, 2023 EX-99.1

Sphere 3D Corp. Provides November 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides November 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - December 05, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company is providing results of its Bitcoin mining operation for Nov 2023. Key Highlights: 71.7 Bitcoin mined in November, up 4% from

November 13, 2023 EX-99.1

Sphere 3D Reports Third Quarter 2023 Financial Results and Operational Updates

Exhibit 99.1 Sphere 3D Reports Third Quarter 2023 Financial Results and Operational Updates TORONTO, Ontario, Canada, November 13, 2023- Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, today reported financial results for the third quarter ended September 30, 2023. Q3 2023 Highli

November 13, 2023 EX-4.3

Amendment No. 1 to Senior Secured Convertible Promissory Note dated September 14, 2023 between the Company and Rainmaker Worldwide Inc.

Exhibit 4.3 AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of September 14, 2023, by and among Sphere 3D Corp., an Ontario corporation (the “Holder”), and Rainmaker Worldwide Inc., a Nevada corporation (“Borrower”) (together the “Parties”). RECITALS A.On September 14, 2020, th

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (

November 13, 2023 8-K

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): Novem

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 incorpo

November 9, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

November 9, 2023 EX-99.1

Sphere 3D Corp. Provides October 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides October 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - November 09, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, is providing results of its Bitcoin mining operation for October 2023. Key Highlights: 69.2

November 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 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 incorpor

October 12, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 6, 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 incorpora

October 12, 2023 EX-99.1

Sphere 3D Corp. Provides September 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides September 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - October 12, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, provides results of its Bitcoin mining operation for September 2023. Key Highlights: 63.6 B

September 11, 2023 8-K

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): Septe

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): September 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 incorp

September 11, 2023 EX-99.1

Sphere 3D Corp. Provides August 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides August 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - September 11, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, provides results of its Bitcoin mining operation for August 2023. Key Highlights: 58.3 Bitco

August 23, 2023 EX-99.1

Sphere 3D Corp. Reports Second Quarter 2023 Financial Results and Operational Updates

Exhibit 99.1 Sphere 3D Corp. Reports Second Quarter 2023 Financial Results and Operational Updates TORONTO, Ontario, Canada, August 14, 2023- Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, today reported financial results for the second quarter ended June 30, 2023. Q2 2023 Highl

August 23, 2023 EX-4.1

Form of Warrant

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO

August 23, 2023 EX-10.1

Form of Purchase Agreement dated August 23, 2023

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of August 23, 2023 by and among Sphere 3D Corp., an Ontario corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each, an "Investor" and collectively, the "Investors"). A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption

August 23, 2023 EX-10.2

Amended and Restated Agreement with Hertford Group

Exhibit 10.2 AMENDED AND RESTATED AGREEMENT WITH HERTFORD GROUP This Amended and Restated Agreement (the "Agreement") with Hertford Group dated August 11, 2023 (the "Effective Date") is entered into by and among Sphere 3D Corp., a company organized under the law of Ontario ("Sphere" or the "Company"), and Hertford Advisors Ltd., a Cayman Islands exempted company with offices at Office #122, Windwa

August 23, 2023 8-K/A

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 ev

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 E

August 14, 2023 EX-10.1

Securities Purchase Agreement dated August 11, 2023

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of August 11, 2023 by and among Sphere 3D Corp., an Ontario corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each, an "Investor" and collectively, the "Investors"). A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36532 Sphere 3D Corp. (Exact

August 14, 2023 EX-99.1

Sphere 3D Corp. Reports Second Quarter 2023 Financial Results and Operational Updates

Exhibit 99.1 Sphere 3D Corp. Reports Second Quarter 2023 Financial Results and Operational Updates TORONTO, Ontario, Canada, August 14, 2023- Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, today reported financial results for the second quarter ended June 30, 2023. Q2 2023 Highl

August 14, 2023 EX-4.1

Form of Warrant

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO

August 14, 2023 EX-10.2

Amended and Restated Agreement between Sphere 3D Corp. and the Hertford Group

Exhibit 10.2 AMENDED AND RESTATED AGREEMENT WITH HERTFORD GROUP This Amended and Restated Agreement (the "Agreement") with Hertford Group dated August 11, 2023 (the "Effective Date") is entered into by and among Sphere 3D Corp., a company organized under the law of Ontario ("Sphere" or the "Company"), and Hertford Advisors Ltd., a Cayman Islands exempted company with offices at Office #122, Windwa

August 14, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 incorpora

August 8, 2023 8-K

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): Augus

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 8, 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 incorporat

August 8, 2023 EX-99.1

Sphere 3D Corp. Provides July 2023 Production and Operation Updates

Exhibit 99.1 Sphere 3D Corp. Provides July 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - August 8, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, provides results of its Bitcoin mining operation for July 2023. Key Highlights: 59.8 Bitcoin mined

July 27, 2023 CORRESP

* * *

M. ALI PANJWANI, ESQ. Partner DIRECT TEL: 212-326-0820 FAX: 212-326-0806 [email protected] July 27, 2023 Via Edgar CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83 The entity requesting confidential treatment is: Sphere 3D Corp. 4 Greenwich Office Park, 1st Floor Greenwich, CT 06831 Attn: Patricia Trompeter, Chief Executive Officer Telephone: (203) 524-6524 CERTAIN PORTIONS OF THIS LETTER

July 17, 2023 EX-99.1

Sphere 3D Corp. Provides June 2023 Production and Operation Updates

Sphere 3D Corp. Provides June 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - July 17, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, provides results of its Bitcoin mining operation for June 2023. Key Highlights: 65.1 Bitcoin were mined in June,

July 17, 2023 8-K

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): July

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): July 14, 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 incorporati

June 28, 2023 EX-99.1

Sphere 3D Completes 1-for-7 Share Consolidation

Exhibit 99.1 Sphere 3D Completes 1-for-7 Share Consolidation TORONTO, Ontario, Canada, June 28, 2023 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (Nasdaq: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, today announced that it has effected a share consolidation (also known as a reverse stock split) of its common shares on a 1-for-

June 28, 2023 EX-3.1

Certificate of Amendment to the Articles of Amalgamation of the Company

Exhibit 3.1 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Amendment Certificat de modification Business Corporations Act Loi sur les sociétés par actions SPHERE 3D CORP. Corporation Name / Dénomination sociale 1933033 Ontario Corporation Number / Numéro de société de l'Ontario This is to certify that these articles are effective

June 28, 2023 8-K

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): June

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): June 28, 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 incorporati

June 23, 2023 LETTER

LETTER

United States securities and exchange commission logo June 23, 2023 Patricia Trompeter Chief Executive Officer Sphere 3D Corp.

June 23, 2023 8-K

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): June 23, 2023 Sphere 3D Corp. (Ex

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): June 23, 2023 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 Fi

June 13, 2023 EX-99.1

Sphere 3D Corp. Provides May 2023 Production and Operation Updates

Sphere 3D Corp. Provides May 2023 Production and Operation Updates Toronto, Ontario-(Newsfile Corp. - June 13, 2023) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, provides results of its Bitcoin mining operation for May 2023. Key Highlights: 77.7 Bitcoin were mined in May, up

June 13, 2023 8-K

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): June

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): June 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 incorporati

May 17, 2023 S-3

As filed with the Securities and Exchange Commission on May 16, 2023

As filed with the Securities and Exchange Commission on May 16, 2023 Registration No.

May 17, 2023 EX-10.4

Amendment No. 1 to Senior Convertible Promissory Note between the Company and LDA Capital Limited dated April 25, 2023.

Exhibit 10.4 AMENDMENT NO. 1 TO SENIOR CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT (this “Amendment”) is entered into as of April 25, 2023, by and among Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (“Sphere”) and LDA Capital Limited (“Holder”). BACKGROUND WHEREAS, Sphere and Holder are parties to a certain Senior Convertible Promissory Note due April 17, 2025 w

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