Sphere 3D Corp. Files 8-K for Material Agreement

TL;DR

Sphere 3D Corp. signed a big deal, check the 8-K for details.

AI Summary

Sphere 3D Corp. filed an 8-K on January 3, 2025, reporting an entry into a material definitive agreement and financial statements. The company, incorporated in Canada with principal offices in Stamford, CT, is involved in finance services.

Why It Matters

This filing indicates Sphere 3D Corp. has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing itself is procedural, but the nature of the 'material definitive agreement' could introduce new risks or opportunities for Sphere 3D Corp.

Key Numbers

• 001-36532 — SEC File Number (Identifies Sphere 3D Corp.'s filings with the SEC.)
• 98-1220792 — IRS Employer Identification No. (Tax identification number for Sphere 3D Corp.)

Key Players & Entities

• Sphere 3D Corp. (company) — Registrant
• January 3, 2025 (date) — Date of Report
• 001-36532 (company) — SEC File Number
• 98-1220792 (company) — IRS Employer Identification No.
• 243 Tresser Blvd, 17th Floor Stamford, Connecticut, United States 06901 (address) — Principal executive offices

FAQ

Key Financial Figures

• $8,000,000 — ng an aggregate offering price of up to $8,000,000 (the "Placement Shares"). The Placement
• $40,000 — and expenses in an amount not to exceed $40,000. The Sales Agreement also contains cust

Filing Documents

• form8k.htm (8-K) — 19KB
• exhibit5-1.htm (EX-5.1) — 9KB
• exhibit10-1.htm (EX-10.1) — 175KB
• exhibit5-1x001.jpg (GRAPHIC) — 5KB
• 0001062993-25-000249.txt ( ) — 478KB
• any-20250103.xsd (EX-101.SCH) — 4KB
• any-20250103_cal.xml (EX-101.CAL) — 1KB
• any-20250103_def.xml (EX-101.DEF) — 22KB
• any-20250103_lab.xml (EX-101.LAB) — 45KB
• any-20250103_pre.xml (EX-101.PRE) — 24KB
• form8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement January 3, 2025, Sphere 3D Corp. (the "Company"), entered into a Sales Agreement (the "Agreement") with A.G.P./Alliance Global Partners (the "Sales Agent"). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to the Sales Agent, as agent or principal, the Company's Common Shares having an aggregate offering price of up to $8,000,000 (the "Placement Shares"). The Placement Shares will be offered and sold pursuant to the Company's registration statement on Form S-3, as amended (Registration No. 333- 269663 ) and the related base prospectus included in the registration statement, as supplemented by the prospectus supplement dated January 3, 2025. The Company expects that any proceeds received from the facility will be used primarily for working capital and general corporate purposes and in furtherance of the Company's corporate strategy which may include to accelerate efficiency, for the purchase/upgrade of the Company's mining fleet, and vertical integration of infrastructure. Neither the Company nor the Sales Agent are obligated to sell any Placement Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market ("Nasdaq"), to sell the Placement Shares from time to time based upon the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended. The Company shall pay to the Sales Agent in cash, upon each sale of Placement Shares pursuan

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit No. Description 5.1 Opinion of Meretsky Law Firm 10.1 Sales Agreement, dated as of January 3, 2025 , by and between Sphere 3D Corp. and A.G.P./Alliance Global Partners. 23.1 Consent of Meretsky Law Firm (included in Exhibit 5.1)

SIGNATURES

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: January 3, 2025 SPHERE 3D CORP. By: /s/ Patricia Trompeter Patricia Trompeter Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR