Sphere 3D Corp.: Form 8-K - Filed by newsfilecorp.com

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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 31, 2023

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.)

4 Greenwich Office Park
1st Floor
Greenwich, Connecticut, United States 06831
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

895 Don Mills Road
Bldg. 2, Suite 900
Toronto, Ontario, M3C 1W3 Canada
(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 31, 2023, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2022.  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 31, 2023
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 31, 2023

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


Sphere 3D Corp. - DO NOT USE: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Sphere 3D Reports Fiscal Year 2022 Financial Results and Operational Updates

TORONTO, Ontario, Canada, March 31, 2023 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company operating at an industrial scale, is pleased to announce financial results for its fiscal year ended December 31, 2022.

Comments from Sphere 3D Leadership

"Last year, 2022, was a difficult, unrelenting year for the entire digital asset mining industry. For Sphere 3D it was a particularly exigent time as we focused on entering the digital asset mining industry in a volatile market, while aggressively restructuring above-market contracts and stabilizing the Company. It was one of the most challenging years for us." said Patricia Trompeter, CEO. "As I focus on the future, I am filled with hope entering 2023. We are currently executing 1.5 Eh/s and are forging new hosting partnerships as a result of hosting deficits from industry bankruptcies. We have navigated cautiously through a volatile time and we believe we have come out stronger as a Company. Our team is working hard to position us for growth in digital asset mining and computing solutions in the future."

"We believe that we have successfully managed our finances through the fourth quarter of 2022, navigating through equipment devaluation, Bitcoin price declines and increased energy prices," said Kurt Kalbfleisch, CFO. At year-end, we assessed the impact of the market volatility on the Company and its vendors, which resulted in significant impairments and provisions. While this was a difficult process, we believe we are well positioned for 2023."

2022 HIGHLIGHTS

 Revenue increased by $2.4 million, to $6.1 million during the year ended December 31, 2022, with our entry into the digital asset mining industry.

 The Company mined 131.01 Bitcoin in 2022, our first year mining Bitcoin.

 The Company ended the year with 370 PH/s.

 The Company renegotiated an above-market fixed price contract for Bitmain Antminer S19J Pros.

HASHRATE UPDATE

Sphere 3D had approximately 0.4 EH/s hashing at December 31, 2022, with 1.5 EH/s expected to be hashing by mid-May 2023.


BITCOIN ASSET AND VALUE

As of December 31, 2022, the Company had a self-mined Bitcoin balance of 103.01 with a market value of $1.7 million.

FISCAL YEAR 2022 FINANCIAL RESULTS

FOURTH QUARTER AND RECENT CORPORATE DEVELOPMENTS



ABOUT SPHERE 3D

Sphere 3D Corp. (Nasdaq: ANY) is a net carbon-neutral cryptocurrency miner with decades of proven enterprise data-services expertise. The Company is 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 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

Kurt Kalbfleisch, CFO, Sphere 3D

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,  
    2022     2021  
    (Unaudited)
 
Digital mining revenue $ 3,443   $ -  
Service and product revenue   2,634     3,720  
     Total revenues   6,077     3,720  
             
Operating expenses:            
     Cost of digital mining revenue   2,044     -  
     Cost of service and product revenue   1,373     1,718  
     Sales and marketing   1,009     1,317  
     Research and development   605     971  
     General and administrative   24,134     12,927  
     Depreciation and amortization   28,263     5,685  
     Impairment of mining equipment   75,922     -  
     Provision for losses on deposits due to vendor bankruptcy filings   16,069     -  
     Impairment of goodwill and acquired intangible assets   13,182     820  
     Impairment of digital assets   1,148     -  
    163,749     23,438  
Loss from operations   (157,672 )   (19,718 )
Other income (expense):            
     Impairment of investments   (14,529 )   -  
     Forgiveness of note receivable   (13,145 )   -  
     Provision for losses on deposit for mining equipment   (10,000 )   -  
     Interest income and other, net   2,600     2,930  
     Interest expense, related party   -     (495 )
     Interest expense   -     (21 )
Loss before income taxes   (192,746 )   (17,304 )
Provision for (benefit from) income taxes   166     (15 )
Net loss   (192,912 )   (17,289 )
Less: Non-controlling interest loss   (111 )   -  
Dividends on preferred shares   -     531  
Net loss attributable to common shareholders $ (192,801 ) $ (17,820 )
             
Net loss per share:            
     Basic and diluted $ (2.91 ) $ (0.58 )
Shares used in computing net loss per share:            
     Basic and diluted   66,294,407     30,862,508  


SPHERE 3D CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)

    December 31,     December 31,  
    2022     2021  
    (Unaudited)     (Unaudited)  
ASSETS            
Cash and cash equivalents $ 1,337   $ 54,355  
Digital assets, net   1,695     -  
Other current assets   7,252     24,067  
   Total current assets   10,284     78,422  
Property and equipment, net   34,259     -  
Intangible assets, net   9,477     63,017  
Funds held in trust account   10,297     -  
Other assets   18,699     134,485  
   Total assets $ 83,016   $ 275,924  
             
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY
Current liabilities $ 6,200   $ 5,208  
Other long-term liabilities   5,784     1,090  
Total temporary equity   36,467     42,350  
Total shareholders' equity   34,565     227,276  
   Total liabilities, temporary equity, and shareholders' equity $ 83,016   $ 275,924