Sphere 3D Corporation (ANY)

Sphere 3D to Present at Architecting Tomorrow: The AI Data Center Summit Presented by Maxim Group LLC

https://www.newsfilecorp.com/release/300653/Sphere-3D-to-Present-at-Architecting-Tomorrow-The-AI-Data-Center-Summit-Presented-by-Maxim-Group-LLC

Stamford, Connecticut--(Newsfile Corp. - June 8, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company") today announced that it will participate in Architecting Tomorrow: The AI Data Center Summit, presented by Maxim Group LLC, on Thursday, June 11, 2026.

Sphere 3D Chief Executive Officer Joel Block will deliver a virtual presentation at 4:00 p.m. EST to discuss the Company's strategy, infrastructure platform, and opportunities in digital asset and AI-focused data center infrastructure.

This conference will be hosted virtually on Maxim Digital platform. To attend, sign up to become a Maxim Digital member at: https://digital.maximgrp.com/events/architecting-tomorrow-the-ai-data-center-summit-06112026.

Sphere 3D to Present at Architecting Tomorrow: The AI Data Center Summit Presented by Maxim Group LLCJune 8, 2026 5:46 PM
NewsfileStamford, Connecticut--(Newsfile Corp. - June 8, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company") today announced that it will participate in Architecting Tomorrow: The AI Data Center Summit, presented by Maxim Group LLC, on Thursday, June 11, 2026.Sphere 3D Chief Executive Officer Joel Block will deliver a virtual presentation at 4:00 p.m. EST to discuss the Company's strategy, infrastructure platform, and opportunities in digital asset and AI-focused data center infrastructure.This conference will be hosted virtually on Maxim Digital platform. To attend, sign up to become a Maxim Digital member at: https://digital.maximgrp.com/events/architecting-tomorrow-the-ai-data-center-summit-06112026.About Sphere 3DSphere 3D Corp. (NASDAQ: ANY) is a digital infrastructure company focused on operating and expanding scalable power and data center assets for bitcoin mining, hosting services, and emerging high-performance computing and AI workloads. Following its business combination with Cathedra Bitcoin, Sphere 3D operates a diversified platform with approximately 53 MW of operating power capacity across multiple U.S. data center locations and a development pipeline exceeding 100 MW of potential expansion opportunities. The Company combines infrastructure ownership, energy optimization expertise, and capital markets access to pursue long-term value creation across digital asset mining and next-generation compute infrastructure. For more information, visit www.sphere3d.com.For further information, please contact:investor.relations@sphere3d.com To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300653 Original: Sphere 3D to Present at Architecting Tomorrow: The AI Data Center Summit Presented by Maxim Group LLC

ANY........................p/m

Wow good to see I'm back to breakeven #ANY 😃

ANY..............................a/h

$ANY Sphere 3D and Cathedra Bitcoin Announce Closing of Business Combination

https://www.newsfilecorp.com/release/299581/Sphere-3D-and-Cathedra-Bitcoin-Announce-Closing-of-Business-Combination

Toronto, Ontario and Stamford, Connecticut--(Newsfile Corp. - June 1, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere") and Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) ("Cathedra" and together with Sphere, the "Parties") today announced that they have completed the previously announced plan of arrangement (the "Transaction") pursuant to which Sphere acquired all of the issued and outstanding shares of Cathedra under the arrangement agreement entered into on March 5, 2026 (the "Agreement"), and Cathedra is now a wholly-owned subsidiary of Sphere (Sphere, together with Cathedra and their subsidiaries following completion of the Transaction, the "Combined Company"). The Transaction was completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction was approved at a special meeting of the securityholders of Cathedra and at a meeting of the shareholders of Sphere, and by the Supreme Court of British Columbia.

"Closing this combination marks a significant milestone for both companies and our shareholders," said Joel Block, Chief Executive Officer of the Combined Company. "We have integrated Cathedra's energy-centric infrastructure platform with Sphere's public-market presence and robust balance sheet to build a larger, more diversified enterprise with a clear growth trajectory. Together, we offer 53 MW of operational capacity, a pipeline exceeding 100 MW of potential expansion, and a NASDAQ-listed platform designed for scalability. We believe the Combined Company is strategically positioned to generate long-term value by seizing opportunities in high-performance computing and digital asset infrastructure."

Strategic Rationale and Competitive Advantages

The Transaction is expected to deliver greater scale and an expanded US operating footprint, with the Combined Company owning and operating a portfolio of 53 megawatts ("MW") of power capacity across five data centers in Iowa, Kentucky, and Tennessee. This larger platform is also intended to lay a foundation for potential expansion into high-performance compute. With growing demand for compute-intensive workloads, the Combined Company intends to evaluate select opportunities in adjacent high-performance compute and AI infrastructure, leveraging existing power relationships and site capabilities to maximize returns on its power capacity. The expanded operating scale is expected to improve profitability by spreading fixed overhead costs over a larger revenue and asset base.

The combination also diversifies the Combined Company's revenue streams across proprietary mining and hosting services. By integrating Sphere's updated mining machine fleet with Cathedra's data center operations and experience, the Combined Company gains exposure to mining economics while maintaining downside protection through fixed-margin hosting contracts with third parties. These strengths are paired with strong growth prospects supported by a scalable development model and access to capital: Cathedra's low-cost development model and infrastructure-first approach, coupled with Sphere's capital markets expertise, position the Combined Company to capitalize on a robust pipeline of over 100 MW of potential expansion opportunities and to further grow its portfolio of infrastructure assets.

Over time, the Combined Company intends to maximize returns on power capacity by assessing the highest-value applications for its energy resources, including digital asset mining, AI model training, and other compute-intensive workloads that require reliable, cost-effective power at scale.

The Combined Company's bitcoin mining operations and balance sheet include managed power capacity of 53 MW at five data centers across three U.S. states, comprising both data centers owned by the Combined Company and those leased from and/or operated by third parties, as well as 1.2 EH/s of installed proprietary mining hash rate across data centers owned by the Combined Company and third-party hosting providers.

Board and Management

Underpinning these advantages is an experienced leadership team with a clear strategic vision and a deep expertise in digital asset mining, digital infrastructure, energy optimization, and capital markets. Joel Block has assumed the role of Chief Executive Officer of the Combined Company and joins the board of directors, bringing extensive experience in both private and public capital markets and in operating within the digital infrastructure and bitcoin mining arena. Kurt Kalbfleisch, previously Chief Executive Officer and Chief Financial Officer of Sphere, has maintained his role of Chief Financial Officer and joins the board of directors, contributing over two decades of executive leadership experience at multiple NASDAQ-listed companies. Tiah Reppas will continue her role as Chief Accounting Officer of the Combined Company, bringing over two decades of public accounting experience. Thomas Masiero will be Head of Strategy of the Combined Company, bringing significant experience in the development of power capacity and infrastructure.

The board of directors comprises Tim Hanley, who serves as Chair, together with Marcus Dent, Kurt Kalbfleisch, Nicholas Gates, and Joel Block. Mr. Hanley, Mr. Dent, and Mr. Gates serve as independent directors, focused on robust governance, diverse strategic perspectives, and disciplined execution. Mr. Hanley is a seasoned global executive with significant audit committee and boardroom experience. He spent 17 years at Deloitte, where he led the firm's Global Consumer and Industrial Products practice and grew it to more than $14 billion in annual revenue, and he later served as Acting Keyes Dean of the College of Business at Marquette University. Marcus Dent, founder of TFTC.io and Managing Partner at Ten31, is a media personality and recognized thought leader in the digital assets industry. He previously served as Director of Business Development at Great American Mining, an early innovator in off-grid bitcoin mining using flared natural gas, and has served as a director of Cathedra since 2021. Nicholas Gates is Managing Director, Integrated Projects at Priority Power Management, an Arlington, Texas-based leader in energy management, procurement, and infrastructure development. He brings deep expertise in energy strategy, power procurement, and the development of large-scale power infrastructure.

Additional Transaction Details

As a result of the Transaction, Cathedra security holders received common shares of Sphere (the "Sphere Common Shares") and/or securities exercisable or convertible into Sphere Common Shares. The Combined Company has retained Sphere's name and listing on NASDAQ under the symbol "ANY".

Pursuant to the terms of the Agreement, Cathedra has amalgamated with S3D Acquisition Corp., a wholly owned subsidiary of Sphere formed to complete the Transaction. Holders of Cathedra subordinate voting shares ("Cathedra SV Shares") received 0.123014 of a Sphere Common Share for each Cathedra SV Share held (the "SV Exchange Ratio") and holders of Cathedra multiple voting shares ("Cathedra MV Shares") received 12.3014 Sphere Common Shares for each Cathedra MV Share held, which provided economically equivalent consideration for both classes of shares. Cathedra's outstanding warrants, stock options and certain restricted share units were exchanged for corresponding Sphere securities in accordance with the applicable exchange ratio. The remaining restricted share units fully vested immediately prior to closing, and the holders thereof received Sphere Common Shares in accordance with the SV Exchange Ratio. In addition, certain key Cathedra shareholders were subject to a 7% post-closing ownership cap, with any consideration that would have otherwise exceeded such cap received in a new series of Sphere non-voting preferred shares having equivalent economic value.

The securities issued pursuant to the Transaction were not registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and were issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to similar exemptions from applicable state securities laws.

Stock Exchange Listing

The Cathedra SV Shares are expected to be delisted from the TSX Venture Exchange and the OTCQB at the close of trading on June 2, 2026, and Cathedra intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. The Sphere Common Shares will continue to trade on NASDAQ under the ticker "ANY". Further details regarding the Transaction are set out in the information circular of Cathedra and the proxy statement of Sphere, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, respectively.

Inducement Award

In connection with the commencement of his employment with the Combined Company, subject to the approval of the Compensation Committee of the Combined Company's board of directors and the Combined Company's board, Mr. Block shall be entitled to a one-time inducement equity award of an aggregate of 500,000 restricted stock units, which shall be settled in Sphere Common Shares, vesting, subject to Mr. Block's continued employment, bi-annually in four equal installments over a two-year period, with the first tranche vesting on the six-month anniversary of the grant date. Such inducement award is a material inducement to Mr. Block entering into employment with the Combined Company and will be granted in accordance with Nasdaq Rule 5635(c)(4).

Advisors and Counsel

Dumoulin Black LLP acted as Canadian legal counsel to Cathedra and Greenberg Traurig, LLP acted as U.S. legal counsel to Cathedra. Evans & Evans, Inc. was the fairness opinion provider to Cathedra on this transaction.

Second Gate Advisory LLC acted as strategic advisor to Sphere, Meretsky Law Firm acted as Canadian legal counsel to Sphere and Pryor Cashman LLP acted as U.S. legal counsel to Sphere. Rosenblatt Securities was the fairness opinion provider to Sphere on this transaction.

ANY.............................https://stockcharts.com/sc3/ui/?s=ANY&p=W&b=5&g=0&id=p86431144783

Sphere 3D and Cathedra Bitcoin Announce Closing of Business CombinationJune 1, 2026 7:00 AM
NewsfileCombination 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 (ANY)Toronto, Ontario and Stamford, Connecticut--(Newsfile Corp. - June 1, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere") and Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) ("Cathedra" and together with Sphere, the "Parties") today announced that they have completed the previously announced plan of arrangement (the "Transaction") pursuant to which Sphere acquired all of the issued and outstanding shares of Cathedra under the arrangement agreement entered into on March 5, 2026 (the "Agreement"), and Cathedra is now a wholly-owned subsidiary of Sphere (Sphere, together with Cathedra and their subsidiaries following completion of the Transaction, the "Combined Company"). The Transaction was completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction was approved at a special meeting of the securityholders of Cathedra and at a meeting of the shareholders of Sphere, and by the Supreme Court of British Columbia."Closing this combination marks a significant milestone for both companies and our shareholders," said Joel Block, Chief Executive Officer of the Combined Company. "We have integrated Cathedra's energy-centric infrastructure platform with Sphere's public-market presence and robust balance sheet to build a larger, more diversified enterprise with a clear growth trajectory. Together, we offer 53 MW of operational capacity, a pipeline exceeding 100 MW of potential expansion, and a NASDAQ-listed platform designed for scalability. We believe the Combined Company is strategically positioned to generate long-term value by seizing opportunities in high-performance computing and digital asset infrastructure."Strategic Rationale and Competitive AdvantagesThe Transaction is expected to deliver greater scale and an expanded US operating footprint, with the Combined Company owning and operating a portfolio of 53 megawatts ("MW") of power capacity across five data centers in Iowa, Kentucky, and Tennessee. This larger platform is also intended to lay a foundation for potential expansion into high-performance compute. With growing demand for compute-intensive workloads, the Combined Company intends to evaluate select opportunities in adjacent high-performance compute and AI infrastructure, leveraging existing power relationships and site capabilities to maximize returns on its power capacity. The expanded operating scale is expected to improve profitability by spreading fixed overhead costs over a larger revenue and asset base. The combination also diversifies the Combined Company's revenue streams across proprietary mining and hosting services. By integrating Sphere's updated mining machine fleet with Cathedra's data center operations and experience, the Combined Company gains exposure to mining economics while maintaining downside protection through fixed-margin hosting contracts with third parties. These strengths are paired with strong growth prospects supported by a scalable development model and access to capital: Cathedra's low-cost development model and infrastructure-first approach, coupled with Sphere's capital markets expertise, position the Combined Company to capitalize on a robust pipeline of over 100 MW of potential expansion opportunities and to further grow its portfolio of infrastructure assets.Over time, the Combined Company intends to maximize returns on power capacity by assessing the highest-value applications for its energy resources, including digital asset mining, AI model training, and other compute-intensive workloads that require reliable, cost-effective power at scale.The Combined Company's bitcoin mining operations and balance sheet include managed power capacity of 53 MW at five data centers across three U.S. states, comprising both data centers owned by the Combined Company and those leased from and/or operated by third parties, as well as 1.2 EH/s of installed proprietary mining hash rate across data centers owned by the Combined Company and third-party hosting providers.Board and ManagementUnderpinning these advantages is an experienced leadership team with a clear strategic vision and a deep expertise in digital asset mining, digital infrastructure, energy optimization, and capital markets. Joel Block has assumed the role of Chief Executive Officer of the Combined Company and joins the board of directors, bringing extensive experience in both private and public capital markets and in operating within the digital infrastructure and bitcoin mining arena. Kurt Kalbfleisch, previously Chief Executive Officer and Chief Financial Officer of Sphere, has maintained his role of Chief Financial Officer and joins the board of directors, contributing over two decades of executive leadership experience at multiple NASDAQ-listed companies. Tiah Reppas will continue her role as Chief Accounting Officer of the Combined Company, bringing over two decades of public accounting experience. Thomas Masiero will be Head of Strategy of the Combined Company, bringing significant experience in the development of power capacity and infrastructure.The board of directors comprises Tim Hanley, who serves as Chair, together with Marcus Dent, Kurt Kalbfleisch, Nicholas Gates, and Joel Block. Mr. Hanley, Mr. Dent, and Mr. Gates serve as independent directors, focused on robust governance, diverse strategic perspectives, and disciplined execution. Mr. Hanley is a seasoned global executive with significant audit committee and boardroom experience. He spent 17 years at Deloitte, where he led the firm's Global Consumer and Industrial Products practice and grew it to more than $14 billion in annual revenue, and he later served as Acting Keyes Dean of the College of Business at Marquette University. Marcus Dent, founder of TFTC.io and Managing Partner at Ten31, is a media personality and recognized thought leader in the digital assets industry. He previously served as Director of Business Development at Great American Mining, an early innovator in off-grid bitcoin mining using flared natural gas, and has served as a director of Cathedra since 2021. Nicholas Gates is Managing Director, Integrated Projects at Priority Power Management, an Arlington, Texas-based leader in energy management, procurement, and infrastructure development. He brings deep expertise in energy strategy, power procurement, and the development of large-scale power infrastructure.Additional Transaction DetailsAs a result of the Transaction, Cathedra security holders received common shares of Sphere (the "Sphere Common Shares") and/or securities exercisable or convertible into Sphere Common Shares. The Combined Company has retained Sphere's name and listing on NASDAQ under the symbol "ANY".Pursuant to the terms of the Agreement, Cathedra has amalgamated with S3D Acquisition Corp., a wholly owned subsidiary of Sphere formed to complete the Transaction. Holders of Cathedra subordinate voting shares ("Cathedra SV Shares") received 0.123014 of a Sphere Common Share for each Cathedra SV Share held (the "SV Exchange Ratio") and holders of Cathedra multiple voting shares ("Cathedra MV Shares") received 12.3014 Sphere Common Shares for each Cathedra MV Share held, which provided economically equivalent consideration for both classes of shares. Cathedra's outstanding warrants, stock options and certain restricted share units were exchanged for corresponding Sphere securities in accordance with the applicable exchange ratio. The remaining restricted share units fully vested immediately prior to closing, and the holders thereof received Sphere Common Shares in accordance with the SV Exchange Ratio. In addition, certain key Cathedra shareholders were subject to a 7% post-closing ownership cap, with any consideration that would have otherwise exceeded such cap received in a new series of Sphere non-voting preferred shares having equivalent economic value.The securities issued pursuant to the Transaction were not registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and were issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to similar exemptions from applicable state securities laws.Stock Exchange ListingThe Cathedra SV Shares are expected to be delisted from the TSX Venture Exchange and the OTCQB at the close of trading on June 2, 2026, and Cathedra intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. The Sphere Common Shares will continue to trade on NASDAQ under the ticker "ANY". Further details regarding the Transaction are set out in the information circular of Cathedra and the proxy statement of Sphere, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, respectively.Inducement AwardIn connection with the commencement of his employment with the Combined Company, subject to the approval of the Compensation Committee of the Combined Company's board of directors and the Combined Company's board, Mr. Block shall be entitled to a one-time inducement equity award of an aggregate of 500,000 restricted stock units, which shall be settled in Sphere Common Shares, vesting, subject to Mr. Block's continued employment, bi-annually in four equal installments over a two-year period, with the first tranche vesting on the six-month anniversary of the grant date. Such inducement award is a material inducement to Mr. Block entering into employment with the Combined Company and will be granted in accordance with Nasdaq Rule 5635(c)(4). Advisors and CounselDumoulin Black LLP acted as Canadian legal counsel to Cathedra and Greenberg Traurig, LLP acted as U.S. legal counsel to Cathedra. Evans & Evans, Inc. was the fairness opinion provider to Cathedra on this transaction.Second Gate Advisory LLC acted as strategic advisor to Sphere, Meretsky Law Firm acted as Canadian legal counsel to Sphere and Pryor Cashman LLP acted as U.S. legal counsel to Sphere. Rosenblatt Securities was the fairness opinion provider to Sphere on this transaction.For further information, please contact:Joel Block, CEO, Sphere 3D Corp.
+1 (647) 952-5049
investor.relations@sphere3d.comNeither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Forward-Looking Statements DisclaimerThis news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws that are based on expectations, estimates and projections as at the date of this news release. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the U.S. Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. The information in this release about future plans and objectives of the Combined Company, are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning: the intentions and future actions of senior management, the intentions, plans and future actions of the Combined Company, as well as its ability to successfully mine digital currency; the anticipated timing for delisting of the Cathedra SV Shares from the TSX Venture Exchange and the OTCQB and submission of an application by Cathedra to cease to be a reporting issuer; revenue and capacity projections of the Combined Company; the expected benefits from the Transaction; the expected growth and capabilities of the Combined Company; the expected improved profitability and increased liquidity of the Combined Company; the construction and operation of expanded blockchain infrastructure as currently planned; the creation of long-term value for the shareholders of the Combined Company; planned growth, vertical integration and expansion into high-performance compute and AI infrastructure; projected reductions in power costs; expected operational, cost and procurement synergies; and the regulatory environment of cryptocurrency in applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "targets", "estimates", "believes", "contemplates", "predicts", "potential", "continue" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "should", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.This forward-looking information is based on reasonable assumptions and estimates of management of the Combined Company at the time it was made, including, without limitation, the anticipated timing of the delisting of the Cathedra SV Shares from the TSX Venture Exchange and the OTCQB; the ability of the Combined Company to successfully integrate the businesses and realize anticipated synergies, cost savings and operational efficiencies; the accuracy of projected power costs, energy availability and hosting arrangements; the continued availability of low-cost and reliable power; the performance and deployment of mining equipment and infrastructure; the availability of growth capital on acceptable terms; the ability to execute expansion plans on schedule and within budget; market conditions for bitcoin mining and high-performance computing infrastructure; the price of bitcoin and other digital assets; network difficulty and hash rate conditions; regulatory and tax stability in applicable jurisdictions; general economic, financial and capital markets conditions; and that the Combined Company will have access to the financial and other resources required to carry out its business plans as currently anticipated.Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of the Combined Company and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Combined Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Combined Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Combined Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ultimate timing, outcome and results of integrating the operations of Sphere and Cathedra; the effects of the business combination of Sphere and Cathedra, including the Combined Company's future financial condition, results of operations, strategy and plans; the ability of the Combined Company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the Combined Company to finance operations in the manner expected; the risk of changes in governmental regulations or enforcement practices; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; the volatility of bitcoin prices and other digital asset markets; changes in network difficulty, hash rate or mining economics; the availability, cost and reliability of power and energy infrastructure; the ability to secure additional power capacity or execute expansion projects on time and within budget; delays in delivery, installation or performance of mining equipment or other critical infrastructure; cybersecurity threats, technology failures or data center outages; counterparty risks relating to hosting clients, equipment suppliers or power providers; the availability and retention of key personnel; the ability to access debt or equity financing on acceptable terms; and risks related to competition in the bitcoin mining and high-performance computing industries.Additional factors that could cause results to differ materially from those described above can be found in Sphere's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere with the SEC from time to time and available at www.sec.gov and available on Sphere's website at www.sphere3d.gcs-web.com under the "Financials" tab, and in Cathedra's management information circular dated April 2, 2026 available under Cathedra's issuer profile on SEDAR+ at www.sedarplus.ca and in other documents Cathedra files on SEDAR+.All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither the Combined Company nor any of its subsidiaries assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Combined Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Readers should not place undue reliance on forward-looking information.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299581 Original: Sphere 3D and Cathedra Bitcoin Announce Closing of Business Combination

$ANY Cathedra Bitcoin Receives Final Court Approval for Sphere 3D Combination; Transaction Expected to Close June 1, 2026

https://www.newsfilecorp.com/release/298826/Cathedra-Bitcoin-Receives-Final-Court-Approval-for-Sphere-3D-Combination-Transaction-Expected-to-Close-June-1-2026

Toronto, Ontario--(Newsfile Corp. - May 26, 2026) - Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) (the "Company" or "Cathedra"), further to the Company's news releases dated March 5, 2026, May 4, 2026 and May 15, 2026, today announced that it has obtained a final order (the "Final Order") from the Supreme Court of British Columbia approving the statutory plan of arrangement (the "Transaction") with Sphere 3D Corp. ("Sphere"). The Final Order represents the last major approval required to complete the Transaction.

Cathedra securityholders approved the Transaction with 99.95% of votes cast in favor at the special meeting held on May 15, 2026; a level of support management views as a strong endorsement of the strategic rationale for the combination.

The Transaction is expected to close on June 1, 2026, subject to the satisfaction or waiver of certain other customary closing conditions. The Company has applied to the TSX Venture Exchange (the "TSXV") to delist its subordinate voting shares from trading on the TSXV following the closing of the Transaction. Cathedra expects to request that trading in its subordinate voting shares be halted after market close on Friday, May 29, 2026.

Further details regarding the Transaction are set out in the management information circular of Cathedra dated April 2, 2026, which is available on SEDAR+ (www.sedarplus.ca) under Cathedra's issuer profile.

Upon closing, Cathedra will become a wholly-owned subsidiary of Sphere, and the combined company's shares will continue to trade on the Nasdaq Capital Market under the symbol "ANY." The combination brings together Cathedra's portfolio of owned and operated power infrastructure across the TVA service territory with Sphere's Nasdaq listing, capital markets access, and additional infrastructure assets in Iowa; positioning the combined company to pursue the scalable, modular deployment of compute infrastructure across North America. The combined company will be led by Joel Block as Chief Executive Officer and Kurt Kalbfleisch as Chief Financial Officer.

"Receiving the Final Order clears the path to completing a transaction that fundamentally repositions both companies for the next chapter of digital infrastructure," said Joel Block, Chief Executive Officer of Cathedra and incoming Chief Executive Officer of the combined company. "We are grateful for the overwhelming support of our securityholders. The combined company will operate a multi-region power infrastructure base and is led by a team built specifically for the structurally complex deals defining this cycle, with a long track record of building and growing businesses in dynamic and constantly changing environments. Our focus from day one is disciplined execution against an opportunity set that did not exist for either company independently."

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

https://www.accessnewswire.com/newsroom/en/blockchain-and-cryptocurrency/sphere-3d-receives-shareholder-approval-related-to-cathedra-combinati-1168885

STAMFORD, CT / ACCESS Newswire / 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 Inc. ("Cathedra"), including the issuance of Sphere 3D common shares to Cathedra shareholders. The transaction is expected to close on June 1, 2026, subject to the satisfaction of remaining customary closing conditions.

At closing, the combined company will operate over 50 megawatts of energized power infrastructure across a multi-region portfolio spanning the Tennessee Valley Authority service territory in Tennessee and Kentucky, within proximity to both the Nashville and Knoxville metropolitan areas, and an operating site in Iowa. The two-grid footprint provides geographic and utility diversification across the Southeast and Midwest.

The combined company will close with no outstanding debt and a fully unencumbered asset base, a balance sheet position management views as a strategic asset as it provides financial flexibility to pursue growth opportunities as they arise.

The combined company is evaluating its existing containerized, power-ready sites for potential retrofit to support AI and high-performance computing applications. The evaluation is expected to leverage existing energized infrastructure and modular deployment methods, with the goal of bringing AI-ready compute capacity online on accelerated timelines relative to traditional data center development. These evaluations are part of a broader review of how the combined company will present itself to the market following closing. Any such evaluation is preliminary, and no decisions regarding site repurposing, capital allocation, or timing have been made.

"Shareholder approval is a meaningful milestone, and I want to thank our shareholders for their support. Closing this combination will just be the beginning of what we're building," said Kurt Kalbfleisch, Chief Executive Officer of Sphere 3D, who will serve as Chief Financial Officer of the combined company following closing. "With this combination, we are bringing together a leadership team and board with experience that spans across capital structuring, complex transaction execution, and deep expertise in power procurement and utility infrastructure development. Joel Block's track record leading complex transactions will be a valuable addition as we position the combined company for its next phase. From the CFO seat, my focus will be on disciplined capital allocation and operational execution against an opportunity set that did not exist for companies our size a year ago."

$ANY Cathedra Bitcoin Announces Securityholder Approval of Plan of Arrangement

https://www.newsfilecorp.com/release/297693/Cathedra-Bitcoin-Announces-Securityholder-Approval-of-Plan-of-Arrangement

Toronto, Ontario--(Newsfile Corp. - May 15, 2026) - Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) (the "Company" or "Cathedra") is pleased to announce that its securityholders have approved the special resolution (the "Special Resolution") authorizing the statutory plan of arrangement (the "Transaction") with Sphere 3D Corp. ("Sphere") at the special meeting of Securityholders (as defined below) held on May 15, 2026 (the "Meeting").

Securityholder Approval

At the Meeting, the Special Resolution was approved overwhelmingly by (i) 99.95% of the votes cast by shareholders of Cathedra ("Shareholders") present in person or represented by proxy at the Meeting, and (ii) 99.95% of the votes cast by Shareholders and the holders of warrants, options and restricted share units (collectively, the "Securityholders") present in person or represented by proxy at the Meeting.

"We are very pleased to have received overwhelming support from our shareholders, marking an important milestone toward completing the Transaction with Sphere 3D," said Joel Block, Chief Executive Officer of Cathedra. "We continue to work closely with Sphere as we advance toward an expected closing on June 1, 2026, and we are excited about the future opportunities for the combined company as demand for scalable, power-optimized digital infrastructure continues to grow."

Transaction Update

The Transaction is expected to close on June 1, 2026, subject to, among other things, the Company obtaining a final order from the Supreme Court of British Columbia in respect of the Transaction (the "Final Order") and the satisfaction or waiver of certain other customary closing conditions. The hearing for the Final Order is scheduled to take place on May 25, 2026.

Further details regarding the Transaction are set out in the management information circular of Cathedra dated April 2, 2026, which is available on SEDAR+ (www.sedarplus.ca) under Cathedra's issuer profile.

Wasn't the merger expected in May? When the merger is announced as closed, ANY goes from 8 MW to 53 MW and apparently with a recently signed co location client. The sooner the better...but it looks like the merged company, factoring in the additional shares to go out to the Cathera Bitcoin shareholders, should be valued from $4--$5/share. But if they grow to the 100 MW mentioned in their business plan, you could see over $7/share. Just one opinion.

Sphere 3D Reports First Quarter 2026 Financial ResultsMay 15, 2026 4:15 PM
NewsfileSphere 3D Advances Mining Efficiency Initiatives and Strategic Growth PlansStamford, Connecticut--(Newsfile Corp. - May 15, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for its first quarter of FY 2026 ended March 31, 2026.COMMENTS FROM SPHERE 3D LEADERSHIP"During the quarter, we remained focused on improving the efficiency of our mining operations while continuing to position the Company for long-term growth," said Kurt Kalfbfleish, CEO of Sphere3D. "The operational changes underway this quarter, combined with the proposed combination with Cathedra Bitcoin, Inc., reflect our broader strategy to build a stronger and more resilient Bitcoin infrastructure business with greater operational control and flexibility over time."RECENT EVENTIn March 2026, the Company announced a definitive agreement to combine with Cathedra Bitcoin, Inc. The proposed combination is intended to create a scaled digital infrastructure platform anchored in a central market reality: as demand for compute capacity continues to expand, access to scalable, efficiently managed power is becoming increasingly valuable. Management believes the combined company will be better positioned to capitalize on this dynamic through a modular, capital disciplined infrastructure model optimized for speed, flexibility, and disciplined deployment.BITCOIN ASSETAs of March 31, 2026, the Company had a self-mined balance of 26.2 Bitcoin.FIRST QUARTER FY 2026 FINANCIAL RESULTSBitcoin production during the first quarter of 2026 was 25.3 Bitcoin, compared to 30.5 Bitcoin for the first quarter of 2025. The Company generated revenue of $1.9 million in the first quarter of 2026 compared to $2.8 million in the first quarter of 2025, primarily driven by a decrease in the fair value of Bitcoin during the period. Results were also impacted by the Company's ongoing efforts to improve operational efficiency through the replacement of older mining equipment with newer generation machines, which temporarily reduced active mining capacity during the transition. The mining fleet refresh, which is intended to improve overall efficiency and long-term operating performance, was substantially completed as of the end of the first quarter of 2026.Operating costs and expenses for the quarter decreased by $2.0 million to $6.0 million, compared to $8.0 million for first quarter of 2025.General and administrative expenses, included in operating costs and expenses, for the first quarter of 2026 were reduced by approximately 23% to $2.5 million, compared to $3.2 million for the first quarter of 2025.Investment loss was nil compared to $3.7 million in the first quarter of 2025, due to a previous equity investment that the Company intended to monetize over time.Loss from operations decreased to $4.1 million in the first quarter of 2026, compared to $5.2 million in the first quarter of 2025, reflecting the Company's continued focus on improving operational efficiency and streamlining its mining operations as part of its longer-term strategy to enhance performance and reduce operating costs over time.Net loss was $4.1 million, or a net loss of $1.18 per share for the first quarter of 2026, compared to a net loss of $8.8 million, or a net loss of $3.23 per share, for the first quarter of 2025.ABOUT SPHERE 3DSphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit www.Sphere3D.com.FORWARD-LOOKING STATEMENTSThis communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction, the ability to consummate the proposed transaction; the ability to obtain requisite regulatory, court, shareholder and third party approvals, the satisfaction of other conditions to the consummation of the proposed transaction on the proposed schedule, or at all, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with regulatory bodies, employees, customers and competitors, the ultimate timing, outcome and results of integrating the operations of Sphere 3D and Cathedra and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the SEC, including Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.SPHERE 3D CONTACTInvestor.relations@sphere3d.comSPHERE 3D CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share amounts)
  


 




Three Months Ended


March 31,


2026
 
2025
Revenues:
(Unaudited)
 
(Unaudited)
Bitcoin mining revenue$1,916
 $2,817
  
 
 
 
Operating costs and expenses:
 
 
 
Cost of Bitcoin mining revenue (exclusive of depreciation and amortization shown below)
1,603
 
2,194
General and administrative
2,451
 
3,169
Depreciation and amortization
1,145
 
1,606
Loss on disposal of property and equipment
241
 
808
Change in fair value of Bitcoin
606
 
228
Total operating costs and expenses
6,046
 
8,005
Loss from operations
(4,130) 
(5,188) Other income (expense):
 
 
 
Investment loss
-
 
(3,650)Other income, net
25
 
53
Net loss before income taxes
(4,105) 
(8,785) Provision for income taxes
1
 
-
Net loss$(4,106) $(8,785)  
 
 
 
Net loss per share:
 
 
 
Basic and diluted$(1.18) $(3.23) Shares used in computing net loss per share:
 
 
 
Basic and diluted
3,480,663
 
2,721,044
 SPHERE 3D CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)
  


 




March 31,
 
December 31,


2026
 
2025


(Unaudited)
 
(Unaudited)
ASSETS


 


Cash and cash equivalents$3,145
 $3,707
Bitcoin
1,785
 
3,263
Other current assets
1,794
 
1,707
Total current assets
6,724
 
8,677
Property and equipment, net
13,552
 
14,608
Intangible assets, net
1,238
 
1,610
Other non-current assets
225
 
225
Total assets$21,739
 $25,120
  
 
 
 
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS' EQUITY
 
 
Current liabilities$1,726
 $1,802
Temporary equity
18
 
18
Shareholders' equity
19,995
 
23,300
Total liabilities, temporary equity, and shareholders' equity$21,739
 $25,120
   To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297577 Original: Sphere 3D Reports First Quarter 2026 Financial Results

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

https://www.accessnewswire.com/newsroom/en/blockchain-and-cryptocurrency/sphere-3d-and-cathedra-advance-proposed-combination-to-establish-powe-1164667

STAMFORD, CT AND TORONTO, ON / ACCESS Newswire / 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 expected to close in the near term, pending the satisfaction of customary closing conditions and required approvals.

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

Upon closing, the combined company is expected to initially operate 53 megawatts (MW) of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee, providing a scaled, multi-site operating footprint with embedded optionality for expansion and workload diversification.

The strategic rationale for the transaction is straightforward. Demand for compute-intensive infrastructure is rising across artificial intelligence, data processing, and other high-density workloads, while traditional infrastructure development remains constrained by long build cycles, high capital intensity, and limited flexibility once deployed. Against this backdrop, the combined company is expected to operate with a more adaptable architecture, including modular and containerized infrastructure that can be deployed and redeployed in response to power availability, market economics, and customer demand.

Management believes this architecture creates meaningful strategic advantages. The combined company is expected to benefit from improved infrastructure utilization, more efficient power optimization, and faster deployment timelines relative to traditional fixed site development models. These characteristics are increasingly relevant in an environment where energy availability, deployment speed, and capital efficiency are becoming central determinants of infrastructure value.

The proposed combination is also expected to expand Sphere 3D's ability to support a wider range of compute applications over time. In addition to legacy operations, the platform is being positioned to pursue higher value opportunities across high performance compute, AI infrastructure, and other advanced digital infrastructure workloads, leveraging existing power relationships and site capabilities to maximize asset productivity and drive long term returns on invested capital.

Importantly, the combined company is expected to enter this next phase with tangible forward visibility. Cathedra recently announced a new hosting agreement expected to utilize approximately 80% of the 15 MW capacity at its Shire site in Kentucky, representing roughly 25% of Cathedra's current hosting capacity, and establishing what management views as a stable, long term revenue stream. This development adds a meaningful layer of operating visibility as the transaction progresses toward closing.

Following closing, the combined company expects to focus on integration execution, asset optimization, power strategy refinement, and disciplined evaluation of workload opportunities to enhance asset productivity and improve revenue quality over time. The objective is not simply greater scale, but to establish a stronger strategic position within an infrastructure market increasingly defined by constrained power, rising compute intensity, and demand for more flexible deployment models.

"Digital infrastructure is increasingly being defined by access to power, deployment agility, and capital discipline," said Kurt Kalbfleisch, CEO. "We believe the proposed combination positions the company to compete more effectively in this environment by bringing together operating scale, infrastructure development expertise, and a flexible deployment model capable of supporting a broader range of high density compute opportunities over time."

Additional information regarding the expected closing date and other material developments related to the proposed transaction will be provided as appropriate.

Sphere 3D and Cathedra Advance Proposed Combination to Establish Power-Optimized Digital Infrastructure PlatformMay 7, 2026 8:45 AM
ACCESS NewswireSTAMFORD, CT AND TORONTO, ON / ACCESS Newswire / 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 expected to close in the near term, pending the satisfaction of customary closing conditions and required approvals.The proposed combination is intended to create a scaled digital infrastructure platform anchored in a central market reality: as demand for compute capacity continues to expand, access to scalable, efficiently managed power is becoming increasingly valuable. Management believes the combined company will be better positioned to capitalize on this dynamic through a modular, capital disciplined infrastructure model optimized for speed, flexibility, and disciplined deployment.Upon closing, the combined company is expected to initially operate 53 megawatts (MW) of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee, providing a scaled, multi-site operating footprint with embedded optionality for expansion and workload diversification.The strategic rationale for the transaction is straightforward. Demand for compute-intensive infrastructure is rising across artificial intelligence, data processing, and other high-density workloads, while traditional infrastructure development remains constrained by long build cycles, high capital intensity, and limited flexibility once deployed. Against this backdrop, the combined company is expected to operate with a more adaptable architecture, including modular and containerized infrastructure that can be deployed and redeployed in response to power availability, market economics, and customer demand.Management believes this architecture creates meaningful strategic advantages. The combined company is expected to benefit from improved infrastructure utilization, more efficient power optimization, and faster deployment timelines relative to traditional fixed site development models. These characteristics are increasingly relevant in an environment where energy availability, deployment speed, and capital efficiency are becoming central determinants of infrastructure value.The proposed combination is also expected to expand Sphere 3D's ability to support a wider range of compute applications over time. In addition to legacy operations, the platform is being positioned to pursue higher value opportunities across high performance compute, AI infrastructure, and other advanced digital infrastructure workloads, leveraging existing power relationships and site capabilities to maximize asset productivity and drive long term returns on invested capital.Importantly, the combined company is expected to enter this next phase with tangible forward visibility. Cathedra recently announced a new hosting agreement expected to utilize approximately 80% of the 15 MW capacity at its Shire site in Kentucky, representing roughly 25% of Cathedra's current hosting capacity, and establishing what management views as a stable, long term revenue stream. This development adds a meaningful layer of operating visibility as the transaction progresses toward closing.Following closing, the combined company expects to focus on integration execution, asset optimization, power strategy refinement, and disciplined evaluation of workload opportunities to enhance asset productivity and improve revenue quality over time. The objective is not simply greater scale, but to establish a stronger strategic position within an infrastructure market increasingly defined by constrained power, rising compute intensity, and demand for more flexible deployment models."Digital infrastructure is increasingly being defined by access to power, deployment agility, and capital discipline," said Kurt Kalbfleisch, CEO. "We believe the proposed combination positions the company to compete more effectively in this environment by bringing together operating scale, infrastructure development expertise, and a flexible deployment model capable of supporting a broader range of high density compute opportunities over time."Additional information regarding the expected closing date and other material developments related to the proposed transaction will be provided as appropriate.About Sphere 3D Corp.Sphere 3D Corp. (NASDAQ:ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit Sphere3D.com.About Cathedra Bitcoin Inc.Cathedra Bitcoin Inc. develops and operates digital infrastructure assets across North America with the goal of maximizing its per-share bitcoin holdings. Cathedra hosts bitcoin mining clients across its portfolio of four data centers (45 megawatts total) in Tennessee and Kentucky. Cathedra also operates a fleet of proprietary bitcoin mining machines at its own and third-party data centers, producing approximately 400 PH/s of hash rate. Cathedra is headquartered in Vancouver and its shares trade on the TSX Venture Exchange under the symbol CBIT and in the OTC market under the symbol CBTTF. For more information about Cathedra, visit cathedra.com.For Further Information, Please Contact:Joel Block, CEO, Cathedra Bitcoin
ir@cathedra.comKurt Kalbfleisch, CEO, Sphere 3D
Investor.relations@sphere3d.comForward-Looking StatementsThis news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws that are based on expectations, estimates and projections as at the date of this news release. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. The information in this release about future plans and objectives of Cathedra and Sphere 3D, are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning: the intentions and future actions of senior management, the intentions, plans and future actions of the Cathedra and Sphere 3D, as well as their ability to successfully mine digital currency; the timing and anticipated completion of the Transaction, and court and shareholder approvals for same; Cathedra's and Sphere 3D's expectation to hold shareholder meetings to approve various items related to the Transaction; revenue and capacity projections of the combined company; the expected composition of the board of directors and management of the combined company; timing of regulatory approvals for the Transaction; the expected benefits from the Transaction; the combination of Cathedra's business and Sphere 3D's business; the impact that the Transaction is expected to have on the business operations of the combined company including without limitation, the expected growth and capabilities of the combined company; the expected improved profitability and increased liquidity of the combined company, the expectation of synergies and efficiencies among the combined company, the construction and operation of expanded blockchain infrastructure as currently planned, the creation of long-term value for the shareholders of the combined company, the potential to accelerate growth; planned growth, vertical integration and expansion into high-performance compute and AI infrastructure; projected reductions in power costs; the anticipated assets, operations and balance sheet of the combined company following closing; expected operational, cost and procurement synergies; the delisting of Cathedra shares and continued NASDAQ listing of Sphere 3D shares; the preparation, filing and mailing of disclosure documents in connection with the Transaction; and the regulatory environment of cryptocurrency in applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "targets", "estimates", "believes", "contemplates", "predicts", "potential", "continue" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "should", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.This forward-looking information is based on reasonable assumptions and estimates of management of the parties at the time it was made, including, without limitation, assumptions that the parties will be able to obtain the requisite regulatory, court, shareholder and third party approvals and satisfy the other conditions to the consummation of the Transaction on the proposed schedule and terms and conditions set out in the definitive arrangement agreement, entered into on March 5, 2026 (the "Agreement"); that the Agreement will not be terminated prior to the closing the Transaction; that the Transaction will be completed in accordance with the terms and conditions of the Agreement and within the timeframe expected; that no material adverse changes will occur in the businesses, operations or financial condition of either party prior to closing; that no unanticipated events will occur that will delay or prevent the completion of the Transaction; the ability of the combined company to successfully integrate the businesses and realize anticipated synergies, cost savings and operational efficiencies; the accuracy of projected power costs, energy availability and hosting arrangements; the continued availability of low-cost and reliable power; the performance and deployment of mining equipment and infrastructure; the availability of growth capital on acceptable terms; the ability to execute expansion plans on schedule and within budget; market conditions for bitcoin mining and high-performance computing infrastructure; the price of bitcoin and other digital assets; network difficulty and hash rate conditions; regulatory and tax stability in applicable jurisdictions; general economic, financial and capital markets conditions; and that the parties will have access to the financial and other resources required to carry out their business plans as currently anticipated. The parties have also assumed that no significant events occur outside of their normal courses of business.Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Cathedra and Sphere 3D and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Cathedra and Sphere 3D's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Cathedra and Sphere 3D believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory, court, shareholder and third party approvals, the satisfaction of other conditions to the consummation of the Transaction on the proposed schedule, or at all and on the terms and conditions set out in the Agreement; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, customers and competitors; the anticipated timing of mailing disclosure documents regarding the Transaction; the risk that the either Sphere 3D or Cathedra may terminate the Agreement and either Sphere 3D or Cathedra is required to pay a termination fee to the other party; the ultimate timing, outcome and results of integrating the operations of Sphere 3D and Cathedra; the ultimate timing, outcome and results of integrating the operations of Sphere 3D and Cathedra; the effects of the business combination of Sphere 3D and Cathedra, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk of any litigation relating to the proposed Transaction; the risk of changes in governmental regulations or enforcement practices; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; the diversion of management time on the Transaction; the volatility of bitcoin prices and other digital asset markets; changes in network difficulty, hash rate or mining economics; the availability, cost and reliability of power and energy infrastructure; the ability to secure additional power capacity or execute expansion projects on time and within budget; delays in delivery, installation or performance of mining equipment or other critical infrastructure; cybersecurity threats, technology failures or data center outages; counterparty risks relating to hosting clients, equipment suppliers or power providers; the availability and retention of key personnel; the ability to access debt or equity financing on acceptable terms; and risks related to competition in the bitcoin mining and high-performance computing industries. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Cathedra and Sphere 3D and general market conditions.Additional factors that could cause results to differ materially from those described above can be found in Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov and available on Sphere 3D's website at www.sphere3d.gcs-web.com under the "Financials" tab, and in Cathedra's management information circular dated April 7, 2026 available under the Cathedra's issuer profile on SEDAR+ at www.sedarplus.ca and in other documents Cathedra files on SEDAR+.All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Cathedra nor Sphere 3D assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Cathedra and Sphere 3D have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Readers should not place undue reliance on forward-looking information.SOURCE: Sphere 3D Corp.View the original press release on ACCESS NewswireOriginal: Sphere 3D and Cathedra Advance Proposed Combination to Establish Power-Optimized Digital Infrastructure Platform

Sphere 3D Reports Fiscal Year 2025 Financial ResultsMarch 6, 2026 5:30 PM
NewsfileStamford, Connecticut--(Newsfile Corp. - 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 foundation and position the Company for its next phase of growth," said Kurt Kalbfleisch, CEO of Sphere 3D. "Those efforts helped create the framework for the announced merger with Cathedra Bitcoin, which we believe will significantly expand the Company's operational footprint and strategic opportunities heading into 2026."2025 HIGHLIGHTS AND RECENT EVENTSIn March 2026, the Company announced a definitive agreement to combine with Cathedra Bitcoin, Inc.The Company replaced older generation miners with approximately 2,300 newer generation S21+, S21 XP and S21 Pro miners which improved the average fleet efficiency from 27.1 J/th to below 19.0 J/th.The Company entered into a new hosting agreement with North Campbell HostCo LLC, a subsidiary of Cathedra Bitcoin Inc.In March 2025, the Company's new 8MW facility in Iowa was fully energized and certain miners were relocated to the Iowa site from higher cost sites, which reduced operating costs. BITCOIN ASSET AND VALUEDuring 2025, the Company mined 111.6 Bitcoin. As of December 31, 2025, the Company had a self-mined balance of 37.3 Bitcoin.FISCAL YEAR 2025 FINANCIAL RESULTSThe Company generated revenue of $11.2 million in fiscal year 2025 compared to $16.6 million in 2024, primarily due to the April 2024 halving event, and the process of removing our older mining equipment and replacing it with newer generation machines.Operating costs and expenses for fiscal year 2025 decreased by $4.8 million to $33.2 million, compared to $38.0 million for fiscal year 2024.General and administrative expenses, included in operating costs and expenses, for fiscal year 2025 were reduced by approximately 33% to $8.3 million, compared to $12.4 million for fiscal year 2024.Investment gain was $0.4 million for fiscal year 2025, compared to investment gain of $9.0 million for fiscal year 2024 due to the sale of the remaining shares of CORZ.Other income was $0.1 million for fiscal year 2025, compared to $3.1 million for fiscal year 2024 due to the prior year termination of a hosting agreement.ABOUT SPHERE 3DSphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit Sphere3D.com.FORWARD-LOOKING STATEMENTSThis communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the SEC, including Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.SPHERE 3D CONTACTInvestor.relations@sphere3d.com  SPHERE 3D CORP. 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share amounts)  
 Year Ended 
 
December 31,
 
2025
 
2024
 Revenues: 
 (Unaudited) 
 
 (Unaudited) 
 Bitcoin mining revenue  $11,181
 $16,608
 
 
 
 
 Operating costs and expenses: 
 
 
 
 Cost of revenue (exclusive of depreciation and amortization shown below)
8,554
 
13,378
 General and administrative 
8,266
 
12,445
 Depreciation and amortization 
6,878
 
7,113
 Impairment of property and equipment 
7,185
 
1,146
 Loss on disposal of property and equipment 
1,652
 
3,545
 Impairment of other assets 
300
 
1,074
 Change in fair value of Bitcoin 
345
 
(682)  Total operating costs and expenses 
33,180
 
38,019
 Loss from operations 
(21,999)  
(21,411)  Other income (expense): 
 
 
 
 Investment gain 
438
 
8,980
 Other income, net 
81
 
3,111
 Loss before income taxes 
(21,480)  
(9,320)  Provision for income taxes 
2
 
150
 Net loss  $(21,482)  $(9,470)  
 
 
 
 Net loss per share: 
 
 
 
 Basic and diluted  $(7.37)  $(4.78)  Shares used in computing net loss per share: 
 
 
 
 Basic and diluted 
2,914,607
 
1,980,163
        SPHERE 3D CORP. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In thousands of U.S. dollars)  
December 31,
 
December 31,
 
2025
 
2024
 
 (Unaudited) 
 
 (Unaudited) 
ASSETS 
 
 
 
Cash and cash equivalents $3,707
 $5,425
Bitcoin 
3,263
 
1,394
Investment in equity securities
-
 
7,530
Other current assets
1,707
 
3,438
Total current assets
8,677
 
17,787
Property and equipment, net
14,608
 
21,967
Intangible assets, net
1,610
 
3,095
Other non-current assets
225
 
379
Total assets $25,120
 $43,228
 
 
 
 
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY
 
 
 Current liabilities $1,802
 $3,895
 Temporary equity
18
 
18
 Shareholders' equity
23,300
 
39,315
 Total liabilities, temporary equity, and shareholders' equity $25,120
 $43,228
 To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286514
Original: Sphere 3D Reports Fiscal Year 2025 Financial Results

ANY.....................................p/m

Sphere 3D Provides Business and Financial UpdateFebruary 6, 2026 11:15 AM
NewsfileStamford, Connecticut--(Newsfile Corp. - February 6, 2026) - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), 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 announced that it will effect a share consolidation (also known as a reverse stock split) of its common shares on a 1-for-10 basis, which was previously approved by shareholders on May 29, 2025. Despite a volatile macroeconomic and energy environment, the Company continued to operate and optimize its Bitcoin mining activities. Sphere 3D made selective investments in newer-generation mining equipment, prioritizing mining efficiency, and maintained flexibility across hosting and power arrangements to balance economics and sustained growth. In March 2025, Sphere 3D's new 8MW facility in Iowa was fully energized. Sphere 3D replaced older generation miners with approximately 2,300 newer generation S21+, S21 XP and S21 Pro miners. These steps have improved the average fleet efficiency from 27.1 J/th at the end of 2024 to below 19.0 J/th currently. During 2025, Sphere 3D mined 111.6 Bitcoin. As of December 31, 2025, the Company had a self-mined balance of 37.3 Bitcoin."The actions we have taken this past year reflect a consistent focus on discipline, simplification, and long-term positioning as we review strategic alternatives for the Company in 2026," said Kurt Kalbfleish, CEO of Sphere 3D. Sphere 3D has taken deliberate steps to align its cost structure with its operating footprint. These actions resulted in year-over-year reductions in its fourth quarter general and administrative expenses of 50% when compared to the fourth quarter of 2024.The Company also took steps to reduce uncertainty and simplify its profile, which allowed management to focus on operational growth and financial discipline. During 2025 Sphere 3D sold its remaining CORZ shares resulting in a cumulative recovery of $9.4 million in excess of its settlement value. The Company also exited its hosting agreement with Rebel Mining Company LLC through a negotiated termination and settlement, and successfully raised capital by executing a warrant inducement generating $4.1 million in gross proceeds which were redeployed into newer-generation mining equipment.The Company is effecting a reverse stock split. The reverse stock split will become effective on February 9, 2026. The Company's common shares will continue to be traded on the Nasdaq Capital Market and will begin trading on a post-consolidation basis as of the opening of trading on February 10, 2026, under a new CUSIP number 84841L506 and under the existing trading symbol "ANY". At the effective time of the share consolidation, every ten (10) issued and outstanding common shares of the Company will be automatically combined and converted into one (1) issued and outstanding common share, without any change in the par value per share. Shareholders holding their shares electronically in book-entry form are not required to take any action to receive post-reverse split shares. Shareholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split. For those shareholders holding physical stock certificates, the Company's transfer agent, TSX Trust Company, will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-reverse split number of shares. The reverse stock split will affect all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's equity, except where the share consolidation results in a shareholder owning a fractional share, in which case the number of new common shares issued will be rounded up to the nearest whole share. No fractional shares will be issued.The reverse stock split will reduce the number of common shares outstanding from 33,925,259 shares, the number of shares outstanding on February 5, 2026, to approximately 3,392,525 shares, subject to adjustment for fractional shares. Proportional adjustments will be made to the number of common shares upon exercise or conversion of the Company's options and warrants, as well as the applicable exercise price, as applicable.About Sphere 3DSphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit Sphere3D.com.Forward-Looking StatementsThis communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the Securities and Exchange Commission ("SEC"), including Sphere 3D's reports filed on Form 10-K and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.Sphere 3D ContactInvestor.relations@sphere3d.comTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/282996
Original: Sphere 3D Provides Business and Financial Update

Perfect. Let's see how far it can push this time.

$ANY breaking $1 again soon imo

ANY................................https://stockcharts.com/h-sc/ui?s=ANY&p=W&b=5&g=0&id=p86431144783

Little pump .70s 

ANY,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,a/h

Up 20% today nice, let's see $4 again soon. Go $ANY

Keeping Closer Cmon $10

ANY time⌚️ $10 TARGET

I don't see any mention or photos of the panic/safe rooms in Jordan Spring Bahamas house listing.

I wonder if his wife Katerina Spring warns all the families coming over to house for kids play dates, that if you hear explosions, or see men in masks with guns, like what happened at Jordan Springs business partner Mark Valentines home, then you need to run into the panic rooms.

Well well ANY is starting to be the best long trader stock there is...
$1
$4
$1
And repeat!

Up 50% today the market will wonder what is going on....
Should not trade under $10 imo

Was there news that didn't posy. She just took off 🚀

Jordan and Katerina Spring listed their home for sale. To me it looks like a jersey shore wedding cake. Its ugly and tacky IMO
https://www.compass.com/marketing-center/editor/v2/flipbook/9858b162-165d-465d-8a29-1d15f756e4b2

Company management and subsequent stock is trash. Capitals best used elsewhere.

Read the 8K. It's hard to imagine how Ms. Trompeter can say that with a straight face.

Well apparently this is a dead dog pile of craps. Wow.

Yes Jordan Spring was involved. His reputation killed deal with gryphon. Who wants to deal with someone who's business partner is getting home shot up with guns and cars blown up.i guess it's no wonder he has panic rooms in house.

Yes they were going to merge until they found out Jordan Spring was a major shareholder. They ran for the hills after learning of his reputation in Toronto

@declaes -Market Value and calculation "offer/buy"-Value could be very different. Usual is 10times or multiple of earnings. Finally it´s depending lots of circumstanding and situations like prospects aso. No one knows.

3-5 times buyout by Corz IMO. Merger Monday??

Current market cap and outstanding shares is under 20 million. That's far from sector parity. I think it could go at least 5 times from here. Maybe more??

Wouldn't surprise me... what would be a fair price? 7-10$

With the halving, the company could be a good candidate for acquisition. Could explain the lengthy silence. Just my take.

Looks ready for a bullish reversal.

ANY- BTC Price trebled since that low months ago. ANY and other small Cos cannot hold according new HALFING Production regulations. $WULF looks a bit better the moment, but a bunch of 500mill shares doesnt look nice for a long time invest. Statement from CEO was "thinking about the "Halfing-Problem"" for next half year of 2024. Everyone might have their own sight of interpretation. For me it looks like Problems are understood but still in the market.

Yep. RSI and MACD aren't even close to over bought. $ANY should be good to go here. Bitcoin doesn't seem to be stopping anytime soon.

ANY - now around 1.45 looks like oversold, not sure about, there is a little support from Nov 23 @,16 but lowest in Nov was 0,63 - So what? Depending next news. All BTC´s struggling caused by new half production regulations.... https://www.investopedia.com/bitcoin-halving-4843769

Next day it popped.but u r right

sorry to see it but still negative - ...net loss available to common shareholders in fiscal year 2023 was $23.4 million, or a net loss of $1.93 per share...
a nice improvement but still a problem. Investors uncertain about financials future. I hold 30% of my earlier invest.

#ANY 🔥 nice swing trade opportunity for 50% move! $any

Kalbfleisch and O´Daniel sold 70 to 80% of their Papers bought 2023
https://www.nasdaq.com/market-activity/stocks/any/insider-activity

ANY - sales today 600k vs 445k buys - something works wrong here ....

ANY - do they have any problems with the running of the new machines ?
the SP going down while BTC rises....