UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2025
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
| Ontario | 001-36532 | 98-1220792 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States
06901
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (647) 952 5049
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common Shares | ANY | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 28, 2025, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2024. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated March 28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 28, 2025
SPHERE 3D CORP.
By: /s/ Kurt Kalbfleisch
Kurt Kalbfleisch
Acting Chief Executive Officer & CFO
Exhibit 99.1

Sphere 3D Reports Fiscal Year 2024 Financial Results and Operational Updates
STAMFORD, Connecticut, March 28, 2025 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), a Bitcoin mining company, is pleased to announce financial results for its fiscal year ended December 31, 2024.
COMMENTS FROM SPHERE 3D LEADERSHIP
2024 was a year of transition for Sphere 3D. Following the Bitcoin halving in the first half of the year, we focused on cycling out of high-cost hosting partners, streamlining SG&A expenses, and laying the groundwork for vertical integration. Every four years, the halving marks a pivotal moment for Bitcoin mining companies. As an operations-driven business, long-term strategies often take time to show results, but we are pleased with the direction we are heading. Our move toward owning and operating our own infrastructure marks a major milestone. The launch of our first site in March 2025 signals a meaningful shift in our strategic focus.
2024 HIGHLIGHTS
BITCOIN ASSET AND VALUE
As of December 31, 2024, the Company had a self-mined Bitcoin balance of 14.9 with a carrying value of approximately $1.4 million.
FISCAL YEAR 2024 FINANCIAL RESULTS
RECENT CORPORATE DEVELOPMENTS
ABOUT SPHERE 3D
Sphere 3D Corp. (Nasdaq: ANY) is a cryptocurrency miner, growing its industrial-scale digital asset 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 increasing shareholder value while honoring its commitment to strict environmental, social, and governance standards. For more information about the Company, please visit Sphere3D.com.
FORWARD-LOOKING STATEMENTS
This 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 CONTACTS
Investor.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, |
||||||
| 2024 | 2023 | |||||
| Revenues: | (Unaudited) | |||||
| Bitcoin mining revenue | $ | 16,608 | .$ 19,730 | |||
| Service and product revenue | - | 2,176 | ||||
| Total revenues | 16,608 | 21,906 | ||||
| Operating costs and expenses: | ||||||
| Cost of Bitcoin mining revenue (exclusive of depreciation and amortization shown below) | 13,378 | 15,031 | ||||
| Cost of service and product revenue | - | 913 | ||||
| Sales and marketing | - | 948 | ||||
| Research and development | - | 1,026 | ||||
| General and administrative | 12,445 | 15,825 | ||||
| Depreciation and amortization | 7,113 | 6,190 | ||||
| Loss on disposal of property and equipment | 3,545 | 960 | ||||
| Impairment of property and equipment | 1,146 | - | ||||
| Impairment of other assets | 1,074 | - | ||||
| Change in fair value of Bitcoin | (682 | ) | - | |||
| Provision for losses on deposits due to vendor bankruptcy filings | - | 8,509 | ||||
| Impairment of acquired intangible assets | - | 2,952 | ||||
| Realized gain on sale of Bitcoin | - | (1,131 | ) | |||
| Impairment of Bitcoin | - | 682 | ||||
| Total operating expenses | 38,019 | 51,905 | ||||
| Loss from operations | (21,411 | ) | (29,999 | ) | ||
| Other income (expense): | ||||||
| Investment income | 8,980 | - | ||||
| Other income, net | 3,111 | 1,062 | ||||
| Gain on deconsolidation of SPAC | - | 6,140 | ||||
| Interest expense | - | (1,183 | ) | |||
| Gain on disposal of service and product segment - related party | - | 663 | ||||
| Loss before income taxes | (9,320) | (23,317 | ) | |||
| Provision for income taxes | 150 | 13 | ||||
| Net loss | (9,470 | ) | (23,330 | ) | ||
| Less: Non-controlling interest - income | - | 76 | ||||
| Net loss attributable to common shareholders | (9,470 | ) | $ | (23,406 | ) | |
| Net loss per share: | ||||||
| Basic and diluted | $ | (0.48 | ) | $ | (1.93) | |
| Shares used in computing net loss per share: | ||||||
| Basic and diluted | 19,801,626 | 12,129,302 | ||||
SPHERE 3D CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)
| December 31, 2024 |
December 31, 2023 |
|||||
| ASSETS | (Unaudited) | (Unaudited) | ||||
| Cash and cash equivalents | $ | 5,425 | $ | 586 | ||
| Bitcoin | 1,394 | 986 | ||||
| Investment in equity securities | 7,530 | - | ||||
| Other current assets | 3,438 | 11,938 | ||||
| Total current assets | 17,787 | 13,510 | ||||
| Property and equipment, net | 21,967 | 24,166 | ||||
| Intangible assets, net | 3,095 | 4,581 | ||||
| Other non-current assets | 379 | 3,406 | ||||
| Total assets | $ | 43,228 | $ | 45,663 | ||
| LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY |
||||||
| Current liabilities | $ | 3,895 | $ | 5,346 | ||
| Total temporary equity | 18 | 13,794 | ||||
| Total shareholders' equity | 39,315 | 26,523 | ||||
| Total liabilities, temporary equity, and shareholders' equity | $ | 43,228 | $ | 45,663 |