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

false 2024-03-13 0001591956 Sphere 3D Corp. 0001591956 2024-03-13 2024-03-13

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 13, 2024

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 13, 2024, we issued a press release announcing our financial results for our fiscal year ended December 31, 2023.  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 13, 2024
   
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 13, 2024

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


Sphere 3D Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Sphere 3D Reports Fiscal Year 2023 Financial Results and Operational Updates

STAMFORD, Connecticut, March 13, 2024 - Sphere 3D Corp. ("Sphere 3D" or the "Company") (NASDAQ: ANY), a Bitcoin mining company operating at an industrial scale, is pleased to announce financial results for its fiscal year ended December 31, 2023.

COMMENTS FROM SPHERE 3D LEADERSHIP

"I'm pleased to report that once again we delivered very strong results and made significant progress in our operations during 2023. I am very proud of the Sphere 3D team!" said Patricia Trompeter, CEO of Sphere 3D. "We increased our operating hashrate to 1.3 EH/s from just under 0.1 EH/s last year, resulting in an approximately 409% increase in Bitcoin mined year-over-year, to 667 Bitcoin. We streamlined our operations by reducing SG&A, selling non-core businesses, paying off all debt and liquidating non-strategic investments. Looking forward, with the recent rise in Bitcoin, we believe we can achieve our goal of positive cash flows on an adjusted EBITDA basis. We are focusing on not only existing operations, but on executing a plan to weather the halving anticipated in the second quarter of 2024."

2023 HIGHLIGHTS

 Revenue increased by $15.8 million, to $21.9 million during the year ended December 31, 2023, due to an increase in revenues from our digital mining operation;

 The Company mined 667 Bitcoin in 2023;

 The Company ended the year with 1.3 EH/s;

 The Company sold its service and product segment, including HVE Inc. and Unified ConneXions.

BITCOIN ASSET AND VALUE

As of December 31, 2023, the Company had a self-mined Bitcoin balance of 23.8 with a carrying value of $1.0 million and an additional 21.6 Bitcoin held by Gryphon Digital Mining, Inc. on our behalf.  

FISCAL YEAR 2023 FINANCIAL RESULTS


FOURTH QUARTER AND RECENT CORPORATE DEVELOPMENTS


ABOUT SPHERE 3D

Sphere 3D Corp. (Nasdaq: ANY) is a 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, 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

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,  
    2023       2022  
Revenues:   (Unaudited)  
Bitcoin mining revenue $ 19,730     $ 3,443  
Service and product revenue   2,176       2,634  
Total revenues   21,906       6,077  
               
Operating costs and expenses:              
Cost of Bitcoin mining revenue   15,031       2,044  
Cost of service and product revenue   913       1,373  
Sales and marketing   948       1,009  
Research and development   1,026       605  
General and administrative   15,825       24,134  
Depreciation and amortization   6,190       28,263  
Provision for losses on deposits due to vendor bankruptcy filings   8,509       16,069  
Impairment of acquired intangible assets   2,952       13,182  
Realized gain on sale of Bitcoin   (1,131 )     (19 )
Loss on disposal of property and equipment   960       -  
Impairment of Bitcoin   682       1,148  
Impairment of mining equipment   -       75,922  
Total operating expenses   51,905       163,730  
Loss from operations   (29,999 )     (157,653 )
Other income (expense):              
Gain on deconsolidation of SPAC   6,140       -  
Interest expense   (1,183 )     -  
Interest income and other expense, net   1,062       2,581  
Gain on disposal of service and product segment - related party   663       -  
Impairment of investments   -       (14,529 )
Forgiveness of note receivable   -       (13,145 )
Provision for losses on deposit for mining equipment   -       (10,000 )
Loss before income taxes   (23,317 )     (192,746 )
Provision for income taxes   13       166  
Net loss   (23,330 )     (192,912 )
Less: Non-controlling interest - income (loss)   76       (111 )
Net loss attributable to common shareholders $ (23,406 )   $ (192,801 )
               
Net loss per share:              
Basic and diluted $ (1.93 )   $ (20.36 )
Shares used in computing net loss per share:              
Basic and diluted   12,129,302       9,470,630  


SPHERE 3D CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

    December 31,     December 31,  
    2023     2022  
    (Unaudited)     (Unaudited)  
ASSETS            
Cash and cash equivalents $ 586   $ 1,337  
Digital assets, net   986     1,695  
Other current assets   11,938     7,252  
Total current assets   13,510     10,284  
Property and equipment, net   24,166     34,259  
Intangible assets, net   4,581     9,477  
Funds held in trust account   -     10,297  
Other non-current assets   3,406     18,699  
Total assets $ 45,663   $ 83,016  
             
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY            
Current liabilities $ 5,346   $ 6,200  
Other non-current liabilities   -     5,784  
Total temporary equity   13,794     36,467  
Total shareholders' equity   26,523     34,565  
Total liabilities, temporary equity, and shareholders' equity $ 45,663   $ 83,016