{"filing":{"accession_number":"0001213900-26-099276","cik":"0001591956","ticker":"ANY","company_name":"Sphere 3D Corp.","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-08","primary_document":"ea0305129-8k_sphere.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1591956/000121390026099276/ea0305129-8k_sphere.htm"},"events":[{"id":32947,"run_id":30289,"accession_number":"0001213900-26-099276","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Sphere 3D entered into a Securities Purchase Agreement on September 8, 2026, for a private placement of 1,666,661 units (each consisting of one common share and one five-year warrant at $3.50 exercise price) for $5.0 million ($3.00 per unit) to accredited investors under Section 4(a)(2) exemption. The placement represents a 29% premium to the closing price on September 4, 2026, with meaningful insider participation including the Chairman and CEO, and includes a six-month lock-up provision; proceeds are designated for working capital and general corporate purposes including AI/HPC development.","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36245,"accession_number":"0001213900-26-099276","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Sphere 3D entered into a Securities Purchase Agreement on September 8, 2026, for a private placement of 1,666,661 units (each consisting of one common share and one warrant) for $5.0 million ($3.00 per unit). The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act (private placement exemption) to accredited investors. This is a classic unregistered equity issuance raising capital, with warrants adding further dilution potential (approximately $5.8 million in additional gross proceeds if all warrants are exercised). The filing explicitly notes insider participation and the use of proceeds for working capital and general corporate purposes, including AI/HPC development.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36246,"accession_number":"0001213900-26-099276","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Sphere 3D announced a $5.0 million private placement of 1,666,661 units (each consisting of one common share and one five-year warrant at $3.50 exercise price) at $3.00 per unit, representing a 29% premium to the closing price on September 4, 2026. The securities are unregistered and issued pursuant to Section 4(a)(2) exemption, with three directors including the CEO participating. This is a classic dilutive equity issuance raising capital through a private placement, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36247,"accession_number":"0001213900-26-099276","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a $5.0 million private placement of 1,666,661 units (each consisting of one common share and one five-year warrant at $3.50 exercise price) at $3.00 per unit, with meaningful insider participation including the Chairman and CEO. This is a classic dilutive equity issuance under Section 4(a)(2) of the Securities Act, material to investors assessing capital structure and ownership dilution, particularly given the 29% premium to closing price and the six-month lock-up provision.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36245,"accession_number":"0001213900-26-099276","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Sphere 3D entered into a Securities Purchase Agreement on September 8, 2026, for a private placement of 1,666,661 units (each consisting of one common share and one warrant) for $5.0 million ($3.00 per unit). The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act (private placement exemption) to accredited investors. This is a classic unregistered equity issuance raising capital, with warrants adding further dilution potential (approximately $5.8 million in additional gross proceeds if all warrants are exercised). The filing explicitly notes insider participation and the use of proceeds for working capital and general corporate purposes, including AI/HPC development.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-09-11"},{"id":36246,"accession_number":"0001213900-26-099276","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Sphere 3D announced a $5.0 million private placement of 1,666,661 units (each consisting of one common share and one five-year warrant at $3.50 exercise price) at $3.00 per unit, representing a 29% premium to the closing price on September 4, 2026. The securities are unregistered and issued pursuant to Section 4(a)(2) exemption, with three directors including the CEO participating. This is a classic dilutive equity issuance raising capital through a private placement, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-09-11"},{"id":36247,"accession_number":"0001213900-26-099276","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a $5.0 million private placement of 1,666,661 units (each consisting of one common share and one five-year warrant at $3.50 exercise price) at $3.00 per unit, with meaningful insider participation including the Chairman and CEO. This is a classic dilutive equity issuance under Section 4(a)(2) of the Securities Act, material to investors assessing capital structure and ownership dilution, particularly given the 29% premium to closing price and the six-month lock-up provision.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T20:17:03.101796+00:00","company_name":"Sphere 3D Corp.","ticker":"ANY","filing_date":"2026-09-11"}]}