Sphere 3D Corp.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
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.
FY2025 · Filed Mar 27, 2026
DRK$1.64-3.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and 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, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | 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 Sphere 3D Corp. | 6-K | 001-36532 | 7/17/2017 | |
| 3.3 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 10/2/2018 | |
| 3.4 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 11/5/2018 | |
| 3.5 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 11/14/2018 | |
| 3.6 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 7/12/2019 | |
| 3.7 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 11/8/2019 | |
| 3.8 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 5/8/2020 | |
| 3.9 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 9/29/2020 | |
| 3.10 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 6-K | 001-36532 | 1/7/2021 | |
| 3.11 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 6-K | 001-36532 | 7/15/2021 | |
| 3.12 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 6-K | 001-36532 | 10/4/2021 | |
| 3.13 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 6/28/2023 | |
| 3.14 | Certificate of Amendment to the Articles of Amalgamation of Sphere 3D Corp. | 8-K | 001-36532 | 2/12/2026 | |
| 3.15 | By-Law No. 1, as Amended | 6-K | 001-36532 | 7/17/2017 | |
| 3.16 | By-Law No. 1 Amending Agreement | 6-K | 001-36532 | 2/1/2022 | |
| 3.17 | By-Law No. 1 Amending Agreement | 8-K | 001-36532 | 1/13/2023 | |
| 3.18 | By-Law No. 2 | 6-K | 001-36532 | 5/12/2017 | |
| 4.1 | Specimen Certificate evidencing Common Shares | X | |||
| 4.2 | Description of Securities | X | |||
| 4.6 | Form of Warrant | 6-K | 001-36532 | 9/9/2021 | |
| 4.8 | Common Share Purchase Warrant issued by Sphere 3D Corp. 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 | Form of Warrant | 8-K | 001-36532 | 10/17/2025 | |
| 10.1+ | Sphere 3D Corp. 2015 Performance Incentive Plan, as amended | S-8 | 333-279866 | 5/31/2024 | |
| 10.2+ | Form of Executive Stock Option Agreement | 10-K | 001-36532 | 3/21/2018 | |
| 10.3+ | Sphere 3D Corp. 2025 Performance Incentive Plan | S-8 | 333-288321 | 6/25/2025 | |
| Exhibit · Filed · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Herewith | Form | File No. | Date Filed |
| 10.4+ | Form of Nonqualified Stock Option Agreement | 10-Q | 333-288321 | 8/5/2025 | |
| 10.5+ | Form of Restricted Stick Unit Agreement | 10-Q | 333-288321 | 8/5/2025 | |
| 10.6+ | Form of Officer and Director Indemnity Agreement | 10-K | 001-36532 | 4/1/2019 | |
| 10.7+ | Third Amended and Restated Employment Agreement between Sphere 3D Corp. and Kurt Kalbfleisch dated November 11, 2025 | 8-K | 001-36532 | 11/13/2025 | |
| 10.8+ | Employment Agreement between Sphere 3D Corp. and Tiah Reppas dated December 17, 2025 | 8-K | 001-36532 | 12/22/2025 | |
| 10.9 | 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 | |
| 10.10 | Securities Purchase Agreement between Sphere 3D Corp. and LDA Capital Limited, dated April 17, 2023 | 8-K | 001-36532 | 4/21/2023 | |
| 10.11 | Form of Purchase Agreement dated August 23, 2023 | 8-K/A | 001-36532 | 8/23/2023 | |
| 10.12 | Form of Securities Purchase Agreement dated November 19, 2024 | 8-K | 001-36532 | 11/21/2024 | |
| 10.13 | Placement Agent Agreement entered into by and between Sphere 3D Corp. and the Placement Agent, dated November 19, 2024 | 8-K | 001-36532 | 11/21/2024 | |
| 10.14 | Sales Agreement, dated as of January 3, 2025, by and between Sphere 3D Corp. and A.G.P./Alliance Global Partners | 8-K | 001-36532 | 1/3/2025 | |
| 10.15 | Form of Inducement Agreement | 8-K | 001-36532 | 10/17/2025 | |
| 10.16 | Financial Advisory Agreement dated October 16, 2025 by and between Sphere 3D Corp. and the Financial Advisor | 8-K | 001-36532 | 10/17/2025 | |
| 10.17# | Hosting Agreement between Sphere 3D Corp. and Joshi Petroleum, LLC dated October 18, 2023 | S-3/A | 001-36532 | 7/24/2024 | |
| 14.1 | Code of Business Conduct and Ethics Policy | 6-K | 001-36532 | 4/1/2015 | |
| 19.1 | Sphere 3D Corp. Insider Trading Policy | 10-K | 001-36532 | 3/28/2025 | |
| 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 Accounting 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 Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97.1 | Executive Compensation Clawback Policy | 10-K | 001-36532 | 3/28/2025 | |
| 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 | |||
| Exhibit | Filed | Incorporated by Reference | |||
| Number | Description | Herewith | Form | File No. | Date Filed |
| 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.