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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): November 4, 2025
SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)
| Ontario | 001-36532 | 98-1220792 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of 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 November 4, 2025, we issued a press release announcing our financial results for our third fiscal quarter ended September 30, 2025. 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 November 4, 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: November 4, 2025
| SPHERE 3D CORP. | ||
| By: | /s/ Kurt Kalbfleisch | |
| Kurt Kalbfleisch | ||
| Interim Chief Executive Officer and Chief Financial Officer | ||
Exhibit 99.1
Sphere 3D Reports Third Quarter 2025 Financial Results
STAMFORD, Connecticut, November 4, 2025 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for the third quarter of fiscal year 2025 ended September 30, 2025.
COMMENTS FROM SPHERE 3D LEADERSHIP
"This quarter reflects continued progress in strengthening the foundation of our business," said Kurt Kalbfleisch, Interim CEO of Sphere 3D, "We've taken deliberate steps to position the Company for durable, long-term growth, simplifying our structure and enhancing flexibility. Our recent actions of expanding our mining footprint and securing new hosting capacity reinforce our focus on building a more efficient and resilient company. As market conditions remain stable, our priority is execution: managing costs, optimizing operations, and ensuring the Company is positioned to capture the full benefit of Bitcoin's continued adoption over time."
2025 THIRD QUARTER HIGHLIGHTS
• Sphere 3D replaced 1,500 older generation miners with approximately 900 newer generation S21+ miners.
• Sphere 3D mined 23.0 Bitcoin during the quarter.
• Sphere 3D sold its remaining CORZ shares resulting in a cumulative recovery of $9.4 million in excess of our settlement value.
RECENT EVENTS
• Successfully raised capital by executing a warrant inducement generating $4.1 million in gross proceeds.
• Purchased additional S21 Pro and S21 XP miners in October 2025, which is expected to increase deployed EH/s by approximately 25% during the fourth quarter of 2025.
• Entered into a new hosting agreement to support additional miners.
BITCOIN ASSET AND VALUE
As of September 30, 2025, the Company had a self-mined Bitcoin balance of 22.7 with a fair value of approximately $2.6 million.
THIRD QUARTER FY 2025 FINANCIAL RESULTS
• Revenue was $2.6 million for the third quarter, compared to $2.4 million for the third quarter of 2024.
• Bitcoin production during the third quarter of 2025 was 23.0 Bitcoin, compared to 38.7 Bitcoin for the third quarter of 2024. The decrease was impacted by higher than expected curtailments in the third quarter as well as fewer miners online compared to the third quarter of 2024.
• General and administrative expenses for the third quarter were reduced by approximately 40% to $1.8 million, compared to $3.0 million for the third quarter of 2024.
• Overall operating costs and expenses for the third quarter were $6.7 million, compared to $7.5 million for the third quarter of 2024.
• Depreciation and amortization was $1.7 million for each of the third quarters of 2025 and 2024.
• Loss from operations was reduced by 23% to $4.0 million in the third quarter of 2025, compared to $5.2 million for the third quarter of 2024.
• Investment loss was $0.2 million in the third quarter of 2025, compared to investment gain of $2.4 million for the third quarter of 2024.
• Other income was $0.007 million in the third quarter of 2025, compared to $2.9 million in the third quarter of 2024 due to the termination of a hosting agreement.
ABOUT SPHERE 3D
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 while honoring its commitment to strict environmental, social, and governance standards. For more information about Sphere 3D, 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 CONTACT
Investor.relations@sphere3d.com
SPHERE 3D CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | (Unaudited) | (Unaudited) | ||||||||||||||
| Bitcoin mining revenue | $ | 2,623 | $ | 2,355 | $ | 8,458 | $ | 13,967 | ||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown below) | 1,957 | 2,731 | 6,452 | 10,997 | ||||||||||||
| General and administrative | 1,785 | 3,032 | 7,080 | 9,470 | ||||||||||||
| Depreciation and amortization | 1,724 | 1,737 | 4,997 | 5,374 | ||||||||||||
| Loss on disposal of property and equipment | 793 | - | 1,652 | 691 | ||||||||||||
| Impairment of property and equipment | 500 | - | 500 | 860 | ||||||||||||
| Change in fair value of Bitcoin | (101 | ) | 8 | (373 | ) | (695 | ) | |||||||||
| Total operating costs and expenses | 6,658 | 7,508 | 20,308 | 26,697 | ||||||||||||
| Loss from operations | (4,035 | ) | (5,153 | ) | (11,850 | ) | (12,730 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Investment gain (loss) | (220 | ) | 2,437 | 439 | 7,488 | |||||||||||
| Other income, net | 7 | 2,892 | 47 | 3,067 | ||||||||||||
| Net income (loss) before income taxes | (4,248 | ) | 176 | (11,364 | ) | (2,175 | ) | |||||||||
| Provision for income taxes | - | 72 | 2 | 74 | ||||||||||||
| Net income (loss) | $ | (4,248 | ) | $ | 104 | $ | (11,366 | ) | $ | (2,249 | ) | |||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | (0.15 | ) | $ | 0.01 | $ | (0.41 | ) | $ | (0.12 | ) | |||||
| Diluted | $ | (0.15 | ) | $ | 0.005 | $ | (0.41 | ) | $ | (0.12 | ) | |||||
| Shares used in computing net income (loss) per share: | ||||||||||||||||
| Basic | 28,511,990 | 20,733,022 | 27,810,554 | 18,681,399 | ||||||||||||
| Diluted | 28,511,990 | 22,323,306 | 27,810,554 | 18,681,399 | ||||||||||||
SPHERE 3D CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)
| September 30, | December 31, | ||||||
| 2025 | 2024 | ||||||
| (Unaudited) | (Unaudited) | ||||||
| ASSETS | |||||||
| Cash and cash equivalents | $ | 5,277 | $ | 5,425 | |||
| Bitcoin | 2,588 | 1,394 | |||||
| Investment in equity securities | - | 7,530 | |||||
| Other current assets | 2,058 | 3,438 | |||||
| Total current assets | 9,923 | 17,787 | |||||
| Property and equipment, net | 18,898 | 21,967 | |||||
| Intangible assets, net | 1,981 | 3,095 | |||||
| Other non-current assets | 313 | 379 | |||||
| Total assets | $ | 31,115 | $ | 43,228 | |||
| LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY | |||||||
| Current liabilities | $ | 1,580 | $ | 3,895 | |||
| Temporary equity | 18 | 18 | |||||
| Shareholders' equity | 29,517 | 39,315 | |||||
| Total liabilities, temporary equity, and shareholders' equity | $ | 31,115 | $ | 43,228 | |||