{"filing":{"accession_number":"0001062993-26-003037","cik":"0001591956","ticker":"ANY","company_name":"Sphere 3D Corp.","form":"8-K","filing_date":"2026-06-03","report_date":null,"primary_document":"form8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1591956/000106299326003037/form8k.htm"},"events":[{"id":3004,"run_id":2618,"accession_number":"0001062993-26-003037","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Sphere 3D Corp. completed its acquisition of Cathedra Bitcoin Inc. through a court-approved Plan of Arrangement, with Cathedra shareholders receiving 0.123014 Sphere Common Shares per Cathedra SV Share and 12.3014 per Cathedra MV Share, plus treatment of RSUs, warrants, and preferred shares. The transaction was consummated on May 25, 2026, and announced via joint press release on June 1, 2026.","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03","items":[{"id":3844,"accession_number":"0001062993-26-003037","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of an acquisition or merger (referred to as an \"Arrangement\") in which Sphere 3D Corp. acquired Cathedra Bitcoin Inc. The filing details the exchange ratios for Cathedra shareholders (0.123014 Sphere Common Shares per Cathedra SV Share and 12.3014 per Cathedra MV Share), treatment of RSUs, warrants, and preferred shares, and an ownership cap mechanism. This is a material change of control transaction affecting the capital structure and shareholder base of Sphere 3D.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3845,"accession_number":"0001062993-26-003037","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure describes a Plan of Arrangement approved by the Supreme Court of British Columbia on May 25, 2026, involving the issuance of substantial equity securities (2.4M common shares, 1.4M preferred shares, RSUs, and warrants) to Cathedra shareholders in exchange for their holdings. While technically filed under Item 3.02 (unregistered sales), the substance is a merger or reorganization transaction—a material acquisition or change of control activity—evidenced by the court-approved arrangement and the exchange of securities for outstanding Cathedra equity instruments.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3849,"accession_number":"0001062993-26-003037","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure announces the \"consummation of the Arrangement\" between Sphere 3D Corp. and Cathedra, with a joint press release issued on June 1, 2026. The language \"consummation\" indicates completion of a material transaction. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed merger or acquisition activity that would materially affect the registrant and is clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3005,"run_id":2618,"accession_number":"0001062993-26-003037","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Following the Arrangement closing, Joel Block was appointed Chief Executive Officer, Kurt Kalbfleisch was appointed to the board, and three additional directors (Marcus Dent, Nicholas Gates, and one other) were appointed with committee assignments, while Duncan McEwan and Susan Harnett resigned from their positions.","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03","items":[{"id":3847,"accession_number":"0001062993-26-003037","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses multiple executive appointments following an Arrangement Agreement closing: Joel Block appointed as Chief Executive Officer, Kurt Kalbfleisch appointed to the board, and three additional directors (Marcus Dent, Nicholas Gates) appointed to the board with committee assignments. While director resignations (Duncan McEwan, Susan Harnett) and Kalbfleisch's CEO departure also occur, the principal disclosed action centers on the appointment of new leadership, particularly the CEO transition to Block and board reconstitution. This is material as it represents a significant change in corporate governance and executive leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3006,"run_id":2618,"accession_number":"0001062993-26-003037","anchor_item_number":"1.01","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Sphere 3D entered into employment agreements with Joel Block (as CEO) and Kurt Kalbfleisch establishing compensatory arrangements including base salaries, bonus targets, equity awards (500,000 RSUs to Block, options), transaction bonuses, and retention bonuses ($1.6M and $1.095M respectively), along with severance provisions.","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03","items":[{"id":3843,"accession_number":"0001062993-26-003037","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 1.01 disclosure centers on two employment agreements (Block and Kalbfleisch) that establish compensatory arrangements including base salaries, bonus targets, equity awards (RSUs, options), transaction bonuses, and retention bonuses. While the Block agreement also involves his appointment as CEO, the substantive content focuses on the detailed compensation structure, severance provisions, and equity incentives. The voting agreements are ancillary governance arrangements. This is material as it discloses significant executive compensation commitments including a 500,000 RSU grant to Block and substantial cash retention bonuses ($1.6M and $1.095M respectively).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3007,"run_id":2618,"accession_number":"0001062993-26-003037","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"Sphere 3D filed articles of amendment on May 29, 2026, establishing a new Series I Preferred Stock with 8% PIK dividends, conversion rights contingent on CEO Joel Block's tenure, liquidation preferences, and a Nasdaq Exchange Cap limitation, creating a new class of senior securities with significant economic and protective rights.","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03","items":[{"id":3846,"accession_number":"0001062993-26-003037","item_number":"3.03","item_title":"Material Modification to Rights to Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.55,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03. Without access to the referenced Item 5.03 content, the specific nature of the modification cannot be determined. Item 5.03 typically covers amendments to articles of incorporation or bylaws. Given the Item 3.03 designation and materiality threshold, this is classified as other_material pending visibility into the actual modification details.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3848,"accession_number":"0001062993-26-003037","item_number":"5.03","item_title":"Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Sphere 3D filed articles of amendment on May 29, 2026, establishing a new Series I Preferred Stock with complex terms including 8% PIK dividends, conversion rights tied to CEO tenure (Joel Block), and liquidation preferences. While Item 5.03 covers amendments to articles and bylaws, this disclosure is material because it creates a new class of senior securities with significant economic rights and protective provisions that would affect investor assessment of capital structure and dilution risk. The CEO-contingent conversion acceleration clause and the Nasdaq Exchange Cap limitation further indicate material financing activity, but the core event is the preferred stock issuance itself, which does not fit neatly into the more specific categories (not a pure M\u0026A activity, not exec compensation, not a dilutive equity issuance in the traditional sense).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3843,"accession_number":"0001062993-26-003037","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 1.01 disclosure centers on two employment agreements (Block and Kalbfleisch) that establish compensatory arrangements including base salaries, bonus targets, equity awards (RSUs, options), transaction bonuses, and retention bonuses. While the Block agreement also involves his appointment as CEO, the substantive content focuses on the detailed compensation structure, severance provisions, and equity incentives. The voting agreements are ancillary governance arrangements. This is material as it discloses significant executive compensation commitments including a 500,000 RSU grant to Block and substantial cash retention bonuses ($1.6M and $1.095M respectively).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3844,"accession_number":"0001062993-26-003037","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of an acquisition or merger (referred to as an \"Arrangement\") in which Sphere 3D Corp. acquired Cathedra Bitcoin Inc. The filing details the exchange ratios for Cathedra shareholders (0.123014 Sphere Common Shares per Cathedra SV Share and 12.3014 per Cathedra MV Share), treatment of RSUs, warrants, and preferred shares, and an ownership cap mechanism. This is a material change of control transaction affecting the capital structure and shareholder base of Sphere 3D.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3845,"accession_number":"0001062993-26-003037","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure describes a Plan of Arrangement approved by the Supreme Court of British Columbia on May 25, 2026, involving the issuance of substantial equity securities (2.4M common shares, 1.4M preferred shares, RSUs, and warrants) to Cathedra shareholders in exchange for their holdings. While technically filed under Item 3.02 (unregistered sales), the substance is a merger or reorganization transaction—a material acquisition or change of control activity—evidenced by the court-approved arrangement and the exchange of securities for outstanding Cathedra equity instruments.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3846,"accession_number":"0001062993-26-003037","item_number":"3.03","item_title":"Material Modification to Rights to Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.55,"reasoning":"Item 3.03 discloses a material modification to rights of security holders, with the substance incorporated by reference from Item 5.03. Without access to the referenced Item 5.03 content, the specific nature of the modification cannot be determined. Item 5.03 typically covers amendments to articles of incorporation or bylaws. Given the Item 3.03 designation and materiality threshold, this is classified as other_material pending visibility into the actual modification details.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3847,"accession_number":"0001062993-26-003037","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses multiple executive appointments following an Arrangement Agreement closing: Joel Block appointed as Chief Executive Officer, Kurt Kalbfleisch appointed to the board, and three additional directors (Marcus Dent, Nicholas Gates) appointed to the board with committee assignments. While director resignations (Duncan McEwan, Susan Harnett) and Kalbfleisch's CEO departure also occur, the principal disclosed action centers on the appointment of new leadership, particularly the CEO transition to Block and board reconstitution. This is material as it represents a significant change in corporate governance and executive leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3848,"accession_number":"0001062993-26-003037","item_number":"5.03","item_title":"Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Sphere 3D filed articles of amendment on May 29, 2026, establishing a new Series I Preferred Stock with complex terms including 8% PIK dividends, conversion rights tied to CEO tenure (Joel Block), and liquidation preferences. While Item 5.03 covers amendments to articles and bylaws, this disclosure is material because it creates a new class of senior securities with significant economic rights and protective provisions that would affect investor assessment of capital structure and dilution risk. The CEO-contingent conversion acceleration clause and the Nasdaq Exchange Cap limitation further indicate material financing activity, but the core event is the preferred stock issuance itself, which does not fit neatly into the more specific categories (not a pure M\u0026A activity, not exec compensation, not a dilutive equity issuance in the traditional sense).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"},{"id":3849,"accession_number":"0001062993-26-003037","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure announces the \"consummation of the Arrangement\" between Sphere 3D Corp. and Cathedra, with a joint press release issued on June 1, 2026. The language \"consummation\" indicates completion of a material transaction. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed merger or acquisition activity that would materially affect the registrant and is clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:16:20.635685+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-06-03"}]}