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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 incorporation) | File Number) | Identification No.) |
243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States
06901
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (647) 952 5049
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common Shares | ANY | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On March 6, 2025, Sphere 3D Corp. issued a press release announcing that Patricia Trompeter, President and Chief Executive Officer, passed away peacefully after a courageous battle with cancer. Kurt Kalbfleisch, Chief Financial Officer, will continue in the role of acting Chief Executive Officer. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.
The information set forth under Item 7.01 of this Current Report on Form 8-K (this "Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated March 6, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 6, 2025
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Acting Chief Executive Officer and CFO | ||
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 Tuesday after a courageous battle with cancer.
"Our hearts go out to Patti's family during this difficult time. We extend our deepest condolences to her daughter, son, and all those who loved her. She will be profoundly missed, both as a colleague and friend, but her presence and dedication will not be forgotten", says Kurt Kalbfleisch.
Patti joined Sphere 3D as a Director in 2021 and took over as CEO in 2022. Stepping into her new role during a challenging time, she successfully navigated the complexities of her first Bitcoin bear market, demonstrating her ability to lead with strength and foresight. Prior to Sphere 3D, she spent almost two decades at General Electric, where she played a pivotal role in strategic mergers and acquisitions. Her impact extended far beyond corporate boardrooms-she was a mentor, an advocate for women in business, and a source of inspiration for many.
As a proud alumna of Marquette University, Patti remained deeply connected to her alma mater, dedicating her time to mentoring students and young professionals. In 2023, her achievements were recognized when she was named to Forbes' 50 Over 50 list-an honor that spoke to the remarkable impact she made throughout her career. Her legacy is one of strength, generosity, and an unrelenting passion for making a difference. Patti was an extraordinary leader, friend, and mentor-a person of unwavering determination, generosity, and a fearless spirit. She approached every challenge with tenacity, leaving an unforgettable mark on all who had the privilege of knowing and working alongside her. Her leadership at Sphere 3D was defined by resilience, vision, and an unwavering commitment to excellence.
Patti took a leave of absence on January 31, 2025, at which point the board appointed Kurt Kalbfleisch, CFO, as interim CEO to ensure business continuity. Under Kurt's leadership, the Company will continue to operate while maintaining its focus on strategic partnerships and acquisitions.
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) is a cryptocurrency miner growing its industrial-scale Bitcoin mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to growing shareholder value while honoring its commitment to strict environmental, social, and governance standards. For more information about Sphere 3D, please visit Sphere3D.com.
Safe Harbor
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to the Company's executive team continuing to execute on the Company's strategy, in addition to other matters discussed in this press release that are not purely historical data. We do not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. For more information concerning these and other possible risks, please refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2024 and other filings with the Securities and Exchange Commission, as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.
Sphere 3D Contacts
Investor.relations@sphere3d.com