UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-36532
SPHERE 3D CORP.
895 Don Mills Road, Bldg. 2, Suite 900
Toronto, Ontario, M3C1W3, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The information contained in this Form 6-K is incorporated by reference into, or as additional exhibits to, as applicable, the registrant's outstanding registration statements.
SUBMITTED HEREWITH
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SPHERE 3D CORP. |
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Date: April 12, 2021 |
/s/ Peter Tassiopoulos |
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Name: Peter Tassiopoulos |
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Title: Chief Executive Officer |
Exhibit 99.1
Sphere 3D Reports Fiscal Year 2020 Financial Results
Toronto, Ontario - April 08, 2021 - Sphere 3D Corp. (NASDAQ: ANY), a company delivering containerization, virtualization, and data management solutions, today reported financial results for its year ended December 31, 2020.
Fiscal Year Financial Results:
Our results for fiscal year 2020 were as follows:
• Net revenue for 2020 was $4.8 million, compared to $5.6 million for 2019.
• Gross margin for 2020 was 46.4%, compared to 33.2% for 2019.
• Operating expenses for 2020 were $8.2 million, compared to $7.9 million for 2019.
• Depreciation and amortization was $1.8 million for 2020, compared to $1.9 million for 2019.
• Net loss from operations for 2020 was $5.8 million, or a net loss of $0.98 per share, compared to a net loss from operations of $4.3 million, or a net loss of $1.59 per share, for 2019.
Subsequent to Year End:
During fiscal year 2020, Sphere 3D entered into a definitive merger agreement (the "Rainmaker Merger Agreement") pursuant to which it would acquire all of the outstanding securities of Rainmaker Worldwide Inc. ("Rainmaker"), a global Water-as-a-Service ("WaaS") provider. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. No break-fee or termination costs were paid by either party.
Investor Conference Call:
Sphere 3D will not be hosting a fiscal year 2020 earnings conference call.
About Sphere 3D:
Sphere 3D Corp. (NASDAQ: ANY) delivers containerization, virtualization, and data management solutions via hybrid cloud, cloud and on-premise implementations through its global reseller network and professional services organization. Sphere 3D has a portfolio of brands, including HVE ConneXions, UCX ConneXions, and SnapServer® dedicated to helping customers achieve their IT goals. For more information, visit www.sphere3d.com. Follow us on Twitter @Sphere3D and @HVEconneXions
Safe Harbor Statement:
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, our inability to obtain additional debt or equity financing; any increase in our cash needs; the Company's ability to maintain listing with the NASDAQ Capital Market; market adoption and performance of our products; the level of success of our collaborations and business partnerships; possible actions by customers, partners, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in our periodic reports and other filings with the United States Securities and Exchange Commission (www.sec.gov) and with Canadian securities regulators (www.sedar.com). Sphere 3D undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
Investor Contact:
Kurt Kalbfleisch
+1-858-495-4211
Investor.relations@sphere3d.com
SPHERE 3D CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
| Twelve Months Ended | |||||||
| December 31, | |||||||
| 2020 | 2019 | ||||||
| (Unaudited) | |||||||
| Revenue | $ | 4,848 | $ | 5,579 | |||
| Cost of revenue | 2,599 | 3,725 | |||||
| Gross profit | 2,249 | 1,854 | |||||
| Operating expenses: | |||||||
| Sales and marketing | 1,255 | 1,831 | |||||
| Research and development | 1,202 | 2,052 | |||||
| General and administrative | 5,471 | 3,925 | |||||
| Impairment of intangibles | 286 | 70 | |||||
| 8,214 | 7,878 | ||||||
| Loss from operations | (5,965 | ) | (6,024 | ) | |||
| Interest expense - related party | (454 | ) | (331 | ) | |||
| Interest expense | (274 | ) | (22 | ) | |||
| Other income, net | 918 | 2,096 | |||||
| Loss before income taxes | (5,775 | ) | (4,281 | ) | |||
| Provision for income taxes | 4 | - | |||||
| Net loss | $ | (5,779 | ) | $ | (4,281 | ) | |
| Net loss per share: | |||||||
| Basic and diluted | $ | (0.98 | ) | $ | (1.59 | ) | |
| Shares used in computing net loss per share: | |||||||
| Basic and diluted | 5,884,555 | 2,692,510 | |||||
SPHERE 3D CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands)
| December 31, | December 31, | ||||||
| 2020 | 2019 | ||||||
| (Unaudited) | (Unaudited) | ||||||
| ASSETS | |||||||
| Cash and cash equivalents | $ | 461 | $ | 149 | |||
| Accounts receivable, net | 264 | 369 | |||||
| Inventories | 558 | 753 | |||||
| Other current assets | 807 | 670 | |||||
| Total current assets | 2,090 | 1,941 | |||||
| Note receivable | 3,207 | - | |||||
| Investment in affiliate | 2,100 | 2,100 | |||||
| Intangible assets, net | 2,608 | 2,301 | |||||
| Goodwill | 1,385 | 1,385 | |||||
| Other assets | 443 | 679 | |||||
| Total assets | $ | 11,833 | $ | 8,406 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| Current liabilities | $ | 5,805 | $ | 6,646 | |||
| Long-term debt | 672 | - | |||||
| Other long-term liabilities | 347 | 520 | |||||
| Total shareholders' equity | 5,009 | 1,240 | |||||
| Total liabilities and shareholders' equity | $ | 11,833 | $ | 8,406 | |||