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

false 2024-05-13 0001591956 Sphere 3D Corp. 0001591956 2024-05-13 2024-05-13

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): May 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 May 13, 2024, we issued a press release announcing our financial results for our first fiscal quarter ended March 31, 2024.  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 May 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: May 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 First Quarter 2024 Financial Results

STAMFORD, Connecticut, May 13, 2024 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D"), a Bitcoin mining company operating at an industrial scale, today reported financial results for the first quarter of FY 2024 ended March 31, 2024.

2024 First Quarter Highlights and Recent Developments

CEO Comments

 “As we move past the first quarter of 2024, and the bitcoin halving, we are proactively strategizing for Sphere 3D’s’ future growth,” said Patricia Trompeter, CEO of Sphere 3D. “During 2024, we intend to refresh a significant portion of our fleet with newer-gen machines to bolster our efficiency. We expect this to lead to greater gross profits given that more efficient machines typically use less power and generate more bitcoin. We expect to start the process of removing the older machines during the second quarter and to begin replacing them with newer generation machines, continuing in a phased approach over remainder of the year.”

Hashrate Update

Sphere 3D had approximately 1.3 EH/s hosted at March 31, 2024.

First Quarter FY 2024 Financial Results


About Sphere 3D

Sphere 3D Corp. (NASDAQ: ANY) is a cryptocurrency miner growing its industrial-scale Bitcoin 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 growing 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 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

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) 

     Three Months Ended   
    March 31,  
 Revenues:    2024     2023  
 Bitcoin mining revenue $ 6,946   $ 2,524  
 Service and product revenue   -     502  
 Total revenues   6,946     3,026  
             
 Operating costs and expenses:             
 Cost of Bitcoin mining revenue   4,307     1,965  
 Cost of service and product revenue   -     298  
 Sales and marketing   -     274  
 Research and development   -     270  
 General and administrative   3,452     3,471  
 Depreciation and amortization   1,821     1,025  
 Change in fair value of Bitcoin   (768 )   -  
 Realized gain on sale of Bitcoin   -     (633 )
 Impairment of Bitcoin   -     96  
 Total operating costs and expenses   8,812     6,766  
 Loss from operations   (1,866 )   (3,740 )
 Other income (expense):             
 Interest income and other income, net   129     251  
 Unrealized loss on investment in equity securities   (2,740 )   -  
 Net loss   (4,477 )   (3,489 )
 Less: Non-controlling interest - income   -     16  
 Net loss available to common shareholders $ (4,477 ) $ (3,505 )
             
 Net loss per share:             
 Basic and diluted $ (0.27 ) $ (0.34 )
 Shares used in computing net loss per share:             
 Basic and diluted   16,576,914     10,291,965  


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

    March 31,      December 31,  
    2024     2023  
     (Unaudited)       (Unaudited)   
ASSETS             
Cash and cash equivalents $ 2,050   $ 586  
Digital assets, net   127     986  
Investment in equity securities   7,260     -  
Other current assets   1,981     11,938  
Total current assets   11,418     13,510  
Property and equipment, net   22,717     24,166  
Intangible assets, net   4,210     4,581  
Other non-current assets   3,605     3,406  
Total assets $ 41,950   $ 45,663  
             
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY        
Current liabilities $ 5,007   $ 5,346  
Total temporary equity   9,467     13,794  
Total shareholders' equity   27,476     26,523  
Total liabilities, temporary equity, and shareholders' equity $ 41,950   $ 45,663