Sphere 3D Corp
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 13, 2024
DRK$1.64-3.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report.
(1) Financial Statements.
| Report of Independent Registered Public Accounting Firm (PCAOB ID 206) | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
(2) Financial Statement Schedules.
Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
(3) Exhibits.
List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits
| Exhibit · Filed · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Herewith | Form | File No. | Date Filed |
| 3.1 | Certificate and Articles of Amalgamation | 6-K | 001-36532 | 3/25/2015 | |
| 3.2 | Certificate of Amendment to the Articles of Amalgamation of the Company | 6-K | 001-36532 | 7/17/2017 | |
| 3.3 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 10/2/2018 | |
| 3.4 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 11/5/2018 | |
| 3.5 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 11/14/2018 | |
| 3.6 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 7/12/2019 | |
| 3.7 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 11/8/2019 | |
| 3.8 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 5/8/2020 | |
| 3.9 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 9/29/2020 | |
| 3.10 | Certificate of Amendment to the Articles of Amalgamation of the Company | 6-K | 001-36532 | 1/7/2021 | |
| 3.11 | Certificate of Amendment to the Articles of Amalgamation of the Company | 6-K | 001-36532 | 7/15/2021 | |
| 3.12 | Certificate of Amendment to the Articles of Amalgamation of the Company | 6-K | 001-36532 | 10/4/2021 | |
| 3.13 | Certificate of Amendment to the Articles of Amalgamation of the Company | 8-K | 001-36532 | 6/28/2023 | |
| 3.14 | By-Law No. 1, as Amended | 6-K | 001-36532 | 7/17/2017 | |
| 3.15 | By-Law No. 1 Amending Agreement | 6-K | 001-36532 | 2/1/2022 | |
| 3.16 | By-Law No. 1 Amending Agreement | 8-K | 001-36532 | 1/13/2023 | |
| 3.17 | By-Law No. 2 | 6-K | 001-36532 | 5/12/2017 | |
| 4.1 | Specimen certificate evidencing Common Shares | F-3 | 333-210735 | 4/13/2016 | |
| 4.2 | Description of Securities | X | |||
| 4.3 | Form of Warrant | 6-K | 001-36532 | 7/15/2021 | |
| 4.4 | Form of “A” Warrant | 6-K | 001-36532 | 8/27/2021 | |
| 4.5 | Form of “B” Warrant | 6-K | 001-36532 | 8/27/2021 | |
| 4.6 | Form of Warrant | 6-K | 001-36532 | 9/9/2021 | |
| 4.7 | Form of Warrant | 6-K | 001-36532 | 10/4/2021 | |
| 4.8 | Common Share Purchase Warrant issued by the Company to LDA Capital Limited on April 17, 2023 | 8-K | 001-36532 | 4/21/2023 | |
| 4.9 | Form of Warrant | 8-K | 001-36532 | 8/14/2023 | |
| 4.10 | Form of Warrant | 8-K/A | 001-36532 | 8/23/2023 | |
| 4.11 | Senior Secured Convertible Promissory Note, dated September 14, 2020, between the Company and Rainmaker Worldwide Inc. | 8-K | 001-36532 | 9/18/2020 | |
| Exhibit · Filed · Incorporated by Reference | ||||
|---|---|---|---|---|
| Number · Description · Herewith · Form · File No. · Date Filed | ||||
| 4.12 | Amendment No. 1 to Senior Secured Convertible Promissory Note dated September 14, 2023 between the Company and Rainmaker Worldwide Inc. | 8-K | 001-36532 | 11/13/2023 |
| 10.1+ | Sphere 3D Corp. Second Amended and Restated Stock Option Plan | F-4 | 333-197569 | 7/23/2014 |
| 10.2+ | Sphere 3D Corp. 2015 Performance Incentive Plan, as amended | 10-Q | 001-36532 | 5/15/2019 |
| 10.3+ | Form of Inducement Restricted Stock Unit Award Agreement | S-8 | 333-209251 | 2/1/2016 |
| 10.4+ | Form of Executive Inducement Restricted Stock Unit Award Agreement | S-8 | 333-209251 | 2/1/2016 |
| 10.5+ | Form of Executive Stock Option Agreement | 10-K | 001-36532 | 3/21/2018 |
| 10.6+ | Sphere 3D Corp. Employee Stock Purchase Plan, as amended | S-8 | 333-205236 | 1/29/2018 |
| 10.7+ | Form of Officer and Director Indemnity Agreement | 10-K | 001-36532 | 4/1/2019 |
| 10.8+ | Form of Change of Control Agreement between Sphere 3D Corp. and Vic Mahadevan and Duncan McEwan dated August 15, 2019 | 10-Q | 001-36532 | 11/14/2019 |
| 10.9+ | Employment Agreement between Sphere 3D Corp. and Kurt Kalbfleisch dated June 20, 2022 | 6-K | 001-36532 | 6/24/2022 |
| 10.10+ | Employment Agreement between Sphere 3D Corp. and Patricia Trompeter dated January 15, 2024 | 8-K | 001-36532 | 1/19/2024 |
| 10.11 | Form of Purchase Agreement dated September 14, 2020 | 8-K | 001-36532 | 9/18/2020 |
| 10.12 | Amendment to Purchase Agreement dated September 23, 2020 between Sphere 3D Corp. and Westworld Financial Capital, LLC | 8-K | 001-36532 | 9/29/2020 |
| 10.13 | First Amendment to Purchase Agreement dated March 9, 2021 between Sphere 3D Corp. and Westworld Financial Capital, LLC | 6-K | 001-36532 | 3/18/2021 |
| 10.14 | Second Amendment to Purchase Agreement dated October 1, 2021 between Sphere 3D Corp. and Westworld Financial Capital, LLC and Form of Warrant | 6-K | 001-36532 | 10/4/2021 |
| 10.15 | Form of Purchase Agreement dated July 12, 2021 | 6-K | 001-36532 | 7/15/2021 |
| 10.16 | Purchase Agreement, dated July 31, 2021, by and among Sphere 3D Corp. and Hertford Advisors Ltd. | 6-K | 001-36532 | 8/6/2021 |
| 10.17 | Form of Purchase Agreement dated August 25, 2021 | 6-K | 001-36532 | 8/27/2021 |
| 10.18# | Future Sales and Purchase Agreement between FuFu Technology Limited and Sphere 3D, dated July 30, 2021 | F-4 | 333-262011 | 1/5/2022 |
| 10.19# | Supplemental Agreement to Future Sales and Purchase Agreement between FuFu Technology Limited and Sphere 3D Corp, dated September 17, 2021 | F-4 | 333-262011 | 1/5/2022 |
| 10.20# | Amendment to Future Sales and Purchase Agreement (Third Supplemental Agreement) between Sphere 3D Corp. and Ethereal Tech Pte. Ltd (formerly known as FuFu Technology Limited) dated October 19, 2022 | 6-K | 001-36532 | 10/21/2022 |
| 10.21 | Securities Purchase Agreement, by and among Sphere 3D Corp. and the investors identified on the signature pages thereto, dated September 2, 2021 | 6-K | 001-36532 | 9/9/2021 |
| 10.22# | Sub-License and Delegation Agreement, between Gryphon Digital Mining, Inc. and Sphere 3D Corp., dated as of October 5, 2021 | F-4 | 333-262011 | 1/5/2022 |
| Exhibit · Filed · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Herewith | Form | File No. | Date Filed |
| 10.23 | Amendment No. 1 to Sub-License and Delegation Agreement, between Gryphon Digital Mining, Inc. and Sphere 3D Corp., dated as of December 29, 2021 | 6-K | 001-36532 | 1/5/2022 | |
| 10.24 | Sales and Purchase Agreement dated February 3, 2022 between Sphere 3D Corp. and NuMiner Global, Inc. | 6-K | 001-36532 | 2/4/2022 | |
| 10.25 | Securities Purchase Agreement between Sphere 3D Corp. and LDA Capital Limited, dated April 17, 2023 | 8-K | 001-36532 | 4/21/2023 | |
| 10.26 | Amended and Restated Agreement between Sphere 3D Corp. and the Hertford Group | 8-K | 001-36532 | 8/14/2023 | |
| 10.27 | Form of Purchase Agreement dated August 23, 2023 | 8-K/A | 001-36532 | 8/23/2023 | |
| 10.28 | Share Purchase Agreement between the Company and Joseph O'Daniel, dated December 28, 2023 | 8-K | 001-36532 | 1/4/2024 | |
| 14.1 | Code of Business Conduct and Ethics Policy | 6-K | 001-36532 | 4/1/2015 | |
| 21.1 | Subsidiaries of Registrant | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | |||
| 101.SCH | XBRL Taxonomy Extension Schema | X | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | |||
| 101.PRE | XBRL Taxonomy Presentation Linkbase | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL as contained in Exhibit 101) | X | |||
- Management contract or compensation plan or arrangement.
Certain confidential portions of this Exhibit were omitted pursuant to Item 601(b)(10)(iv) by means of marking such portions with brackets (“[***]”); the identified confidential portions (i) are not material and (ii) are customarily and actually treated as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.