Sphere 3D Corp.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
DRK$1.57+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001591956-25-000014
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001591956-26-000011
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 48 current paragraphs.
18 unchanged; 23 reworded; 7 added; 33 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Current report
Business Combination
Current report
On March 5, 2026, the Company and Cathedra Bitcoin Inc. (“Cathedra”), entered into a definitive agreement to combine the two companies in an all-stock transaction (the “Arrangement Agreement”). Under the terms of the Arrangement Agreement, the Company has agreed to acquire all of the issued and outstanding shares of Cathedra (the “Transaction”), subject to customary closing conditions, including regulatory, court, and shareholder approvals, such that upon consummation of the Transaction, Cathedra will be a wholly-owned subsidiary of the Company. If the Arrangement Agreement is terminated in certain specified circumstances, the Company or Cathedra would be required to pay the other party a termination fee of $0.5 million. The Arrangement Agreement is currently expected to close in the second quarter of 2026.
Current report
Share Consolidation
Current report
On February 9, 2026, we filed an Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of our issued and outstanding common shares in the ratio of 1-for-10. The share consolidation was effective on February 9, 2026. Our common shares began trading on an adjusted basis on Nasdaq at the opening of trading on February 10, 2026. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.
Current report
Depreciation and amortization expense was $1.1 million and $1.6 million for the first quarter of 2026 and 2025, respectively.
Current report
Investment Loss
Removed paragraphs (33)
Previous report
On March 6, 2025, we received a notice from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC stating that the bid price of our common shares for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). In September 2025, we received an extension for a period of 180 calendar days, or until March 2, 2026, to regain compliance with the Listing Rule.
Previous report
A key component of the Bitcoin mining business segment is to acquire highly specialized computer servers (known in the industry as “miners”), which operate application-specific integrated circuit (“ASIC”) chips designed specifically to mine Bitcoin, and deploy such miners at-scale utilizing our hosting agreements. ASIC miners are the most effective and energy-efficient machines available today, and we believe deploying them at-scale, will enable us to continue growing our hashrate and optimize the output and longevity of our miners as they are deployed.
Previous report
Our Bitcoin mining operation is focused on maximizing our ability to successfully mine Bitcoin by growing our hashrate (the amount of computer power we devote to supporting the Bitcoin blockchain), to increase our chances of successfully creating new blocks on the Bitcoin blockchain (a process known as “proof of work”). Generally, the greater share of the Bitcoin blockchain’s total network hashrate (the aggregate hashrate deployed to solving a block on the Bitcoin blockchain) a miner’s hashrate represents, the greater that miner’s chances of solving a block and, therefore, earning the block reward. As the proliferation of Bitcoin continues and the market price for Bitcoin increases, we expect additional miner operators to enter the market in response to an increased demand for Bitcoin which we anticipate to follow increased Bitcoin prices. As these new miner operators enter the market and as increasingly powerful miners are deployed in an attempt to solve a block, the Bitcoin blockchain’s network hashrate grows, meaning an existing miner must increase its hashrate at pace commensurate with the growth of network hashrate to maintain its relative chance of solving a block and earning a block reward. As we expect this trend to continue, we will need to continue growing our hashrate to compete in our dynamic and highly competitive industry.
Previous report
Mining Pools
Previous report
A mining pool is a service operated by a mining pool operator that pools the resources of individual miners to share their processing power over a network. Mining pools emerged in response to the growing difficulty and network hash rate competing for Bitcoin rewards on the Bitcoin blockchain as a way of lowering costs and reducing the risk of an individual miner’s mining activities. The mining pool operator coordinates the computing power of the independent mining enterprises participating in the mining pool. Mining pools are subject to various risks such as disruption and down time. In the event that a pool we utilize experiences down time or is not yielding returns, our results may be impacted.
Previous report
We are engaged with a Bitcoin mining pool operator as our customer, to provide a service to perform hash calculations for the mining pool operator, which is our only performance obligation. Providing hash calculation services is an output of our ordinary activities. We have a service agreement with Foundry Digital LLC, a mining pool operator, to provide a service to perform hash calculations. In exchange for providing the service, we are entitled to Full Pay Per Share (“FPPS”), which is a fractional share of the fixed Bitcoin award the mining pool operator receives, plus a fractional share of the transaction fees attached to that blockchain less net Bitcoin fees due to the mining pool operator over the measurement period, as applicable. The pay-outs received are based on the expected value from the block reward plus the transaction fee reward, regardless of whether the mining pool operator successfully records a block to the blockchain. In the prior year, we also had a service agreement with an additional mining pool operator, Luxor Technology Corporation.
Previous report
Our fractional share is based on a contractual formula, which primarily calculates the hashrate provided to the mining pool as a percentage of total network hashrate and other inputs. The contracts, which are less than 24 hours and continuously renew throughout the day, are terminable at any time by either party without compensation and our enforceable right to compensation only begins when we start providing the service to the mining pool operator, which begins daily at midnight Universal Time Coordinated (“UTC”). The terms, conditions, and compensation are at the current market rates, and accordingly the renewal option is not a material right. The contract arises at the point that we provide hash calculation services to the mining pool operator, which is the beginning of the contract day at midnight UTC time (contract inception), as customer consumption is in tandem with daily earnings of delivery of the service. According to the customer contract, daily earnings are calculated from midnight-to-23:59:59 UTC time, and the payout is made one hour later at 1:00 AM UTC time.
Previous report
Recent Key Events
Previous report
•On October 16, 2025, we entered into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of the November 2024 warrants to purchase 4,368,211 common shares (the “Existing Warrants”) of the Company. The Existing Warrants were exercised at a reduced exercise price of $0.94 for total gross cash proceeds of $4.1 million, before deducting financial advisor fees and other transaction expenses of $0.3 million. We intend to use the net proceeds from the offering for working capital and other general corporate purposes. In consideration for the immediate exercise in full of the Existing Warrants, the investor received in a private placement new unregistered warrants to purchase up to 8,736,422 common shares (the “New Warrants”). The New Warrants have an exercise price of $0.94 and will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained. The New Warrants will expire five years from the date of such approval.
Previous report
•In October 2025, we entered into a Hosting Agreement with North Campbell HostCo LLC (the “Campbell Hosting Agreement”) effective November 1, 2025, for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of our mining equipment. The Campbell Hosting Agreement has an initial term of 12 months and an initial deposit of $0.2 million.
Previous report
•In October 2025, we purchased new generation mining machines for $3.9 million, which are expected to increase deployed EH/s by approximately 25% during the fourth quarter of 2025.
Previous report
•In July 2025, we entered into a financial advisory and consulting agreement for a term of 12 months, with automatic one month renewal periods. The agreement can be canceled by either party at any time with a 10 days written notification to the other party. Fees are 25,000 per month for ongoing work, and $1.45 million fee for certain transactions, payable in cash and equity. In July 2025, we issued two RSU grants for an aggregate of 740,740 common shares with a fair value of approximately $0.45 million for the equity portion of the fee. In July 2025, 50% of the RSU grants vested and 370,370 common shares were issued.
Previous report
Depreciation and amortization expense was $1.7 million for both the third quarter of 2025 and 2024.
Previous report
Loss on disposal of property and equipment was $0.8 million and nil for the third quarter of 2025 and 2024, respectively, and related to the disposal of or sale of mining equipment.
Previous report
Impairment of property and equipment was $0.5 million and nil for the third quarter of 2025 and 2024, respectively, and related to unrepairable mining equipment.
Previous report
Investment Gain (Loss)
Previous report
Other Income, Net
Previous report
Other income, net was immaterial and $2.9 million for the third quarter of 2025 and 2024, respectively. The third quarter of 2024 other income, net, is primarily related to the early termination of a hosting agreement.
Previous report
Revenue
Previous report
We generated revenues of $8.5 million and $14.0 million during the first nine months of 2025 and 2024, respectively. The $5.5 million decrease in revenue is primarily due to the April 2024 halving event, and the process of removing our older mining equipment and replacing them with newer generation machines, offset by an increase in the fair value of Bitcoin. The refreshing of our mining equipment is expected to be an ongoing process through 2025 which may result in further fluctuations in exahash. During the first nine months of 2025 and 2024, all of our revenue was derived from Bitcoin mining.
Previous report
Operating Expenses
Previous report
During the first nine months of 2025 and 2024, direct cost of revenues were $6.5 million and $11.0 million, respectively. The $4.5 million decrease was primarily due to lower hosting fees related to machines taken offline to be relocated and the transition of removing older mining machines and replacing them with newer generation machines.
Previous report
General and Administrative Expense
Previous report
General and administrative expenses were $7.1 million and $9.5 million for the first nine months of 2025 and 2024, respectively. The decrease of $2.4 million was primarily due to a decrease of $1.8 million in share-based compensation primarily related to forfeited awards, a decrease in legal fees of $0.8 million related to the resolution of the Gryphon Digital Mining, Inc. litigation, a decrease of $0.5 million in employee and related expenses primarily related to a decrease in headcount, a $0.3 million decrease in insurance expense, and a $0.2 million decrease in directors’ fees. These decreases were offset by an increase of $0.9 million in costs related to strategic business growth efforts and a $0.3 million provision for the remaining portion of the Rebel Mining Company settlement that is in default.
Previous report
Depreciation and Amortization Expense
Previous report
Depreciation and amortization expense was $5.0 million and $5.4 million for the first nine months of 2025 and 2024, respectively. The decrease of $0.4 million was primarily due to less depreciation related to our Bitcoin mining machines due to the disposal of machines.
Previous report
Impairment of property and equipment was $0.5 million and $0.9 million for the first nine months of 2025 and 2024, respectively, and related to unrepairable mining equipment and idle mining equipment not expected to return to use.
Previous report
Change in fair value of Bitcoin was $0.4 million and $0.7 million for the first nine months of 2025 and 2024, respectively. The gain in the first nine months of 2025 and 2024 was the change in fair value of Bitcoin held, as well as the gains and losses from when Bitcoin was sold.
Previous report
Non-Operating Income and Expenses
Previous report
Investment Gain
Previous report
Investment gain was $0.4 million and $7.5 million for the first nine months of 2025 and 2024, respectively, and related to realized and unrealized gains on our equity investment in Core Scientific Inc.
Previous report
Other Income, Net
Previous report
Other income, net was immaterial and $3.1 million of income, net, for the first nine months of 2025 and 2024, respectively. The first nine months of 2024 other income, net, primarily related to a $3.0 million for the early termination of a hosting agreement, and a $0.2 million fair value adjustment for warrant liabilities.
Reworded paragraphs (23)
Previous wording
The following quarterly management’s discussion and analysis (“MD&A”) should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes of Sphere 3D Corp. (the “Company”) for the three and nine months ended September 30, 2025. The condensed consolidated financial statements have been presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Unless the context otherwise requires, any reference to the “Company,” “Sphere 3D,” “we,” “our,” “us” or similar terms refers to Sphere 3D Corp. and its subsidiaries. Unless otherwise indicated, all references to “$” and “dollars” in this discussion and analysis mean U.S. dollars.
Current wording
The following quarterly management’s discussion and analysis (“MD&A”) should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes of Sphere 3D Corp. (the “Company”) for the three months ended March 31, 2026. The condensed consolidated financial statements have been presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Unless the context otherwise requires, any reference to the “Company,” “Sphere 3D,” “we,” “our,” “us” or similar terms refers to Sphere 3D Corp. and its subsidiaries. Unless otherwise indicated, all references to “$” and “dollars” in this discussion and analysis mean U.S. dollars.
Previous wording
Many factors could cause actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: the inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market; the impact of competition; the investment in technological innovation; the retention or maintenance of key personnel; the possibility of significant fluctuations in operating results; the ability of Sphere 3D to maintain business relationships; financial, political or economic conditions; financing risks; future acquisitions; volatility in the market price for the common shares of the Company; compliance by Sphere 3D with financial reporting and other requirements as a public company; conflicts of interests; future sales of common shares by Sphere 3D’s directors, officers and other shareholders; dilution and future sales of common shares. For more information on these risks, you should refer to the Company’s filings with the securities regulatory authorities, including the Company’s most recently filed Annual Report on Form 10-K, which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. In evaluating such statements, we urge you to specifically consider various factors identified in this report, any of which could cause actual results to differ materially from those indicated by such forward-looking statements. Forward-looking statements speak only as of the date of this report and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this report. Actual events or results may differ materially from such statements.
Current wording
Many factors could cause actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: the inability to maintain compliance with the requirements of the Nasdaq Capital Market (“Nasdaq”) and/or inability to maintain listing with Nasdaq; the impact of competition; the investment in technological innovation; the retention or maintenance of key personnel; the possibility of significant fluctuations in operating results; the ability of Sphere 3D to maintain business relationships; financial, political or economic conditions; financing risks; future acquisitions; volatility in the market price for the common shares of the Company; compliance by Sphere 3D with financial reporting and other requirements as a public company; conflicts of interests; future sales of common shares by Sphere 3D’s directors, officers and other shareholders; dilution and future sales of common shares. For more information on these risks, you should refer to the Company’s filings with the securities regulatory authorities, including the Company’s most recently filed Annual Report on Form 10-K, which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. In evaluating such statements, we urge you to specifically consider various factors identified in this report, any of which could cause actual results to differ materially from those indicated by such forward-looking statements. Forward-looking statements speak only as of the date of this report and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this report. Actual events or results may differ materially from such statements.
Previous wording
In January 2022, we commenced operations of our Bitcoin mining business and are dedicated to becoming a leader in the blockchain and cryptocurrency industry. We have established and continue to grow an enterprise-scale mining operation through the procurement of mining equipment and partnering with experienced service providers.
Current wording
In January 2022, we commenced operations of our Bitcoin mining business and are dedicated to becoming a leader in the blockchain and cryptocurrency industry. We have established and continue to grow an enterprise-scale mining operation through the procurement of mining equipment and infrastructure, and partnering with experienced service providers.
Previous wording
We obtain Bitcoin as a result of our mining operations, and when necessary we sell Bitcoin to support our operations and strategic growth. We mine Bitcoin in states which do not have any material state-specific regulatory restrictions on the mining of Bitcoin. However, it is possible that these states or other states in which we may seek to operate may create laws that would impede Bitcoin mining. We do not currently plan to engage in regular trading of Bitcoin other than sales to convert our Bitcoin into U.S. dollars. Decisions to hold or sell our Bitcoin is currently determined by management by analyzing forecasts and monitoring the market in real time. We have a hybrid treasury strategy to hold Bitcoin when possible, and sell to fund working capital requirements.
Current wording
We obtain Bitcoin as a result of our mining operations, and when necessary, we sell Bitcoin to support our operations and strategic growth. We mine Bitcoin in states that do not have any material state-specific regulatory restrictions on the mining of Bitcoin. However, it is possible that these states or other states in which we may seek to operate may create laws that would impede Bitcoin mining. We do not currently plan to engage in regular trading of Bitcoin other than sales to convert our Bitcoin into U.S. dollars. Decisions to hold or sell our Bitcoin is currently determined by management by analyzing forecasts and monitoring the market in real time. We have a hybrid treasury strategy to hold Bitcoin when possible and sell to fund working capital requirements.
Previous wording
As of September 30, 2025, we owned approximately 12,000 miners, of which approximately 4,900 were in service, and a total hashrate capacity of 0.75 exahash per second (“EH/s”). We are strategizing for our future growth by refreshing a significant portion of our fleet with newer-generation machines to bolster efficiency, and starting from March 2025, we have a self-owned 8 megawatt (“MW”) facility in Iowa. Vertically integrating with self-owned facilities, such as the Iowa site, allows us to reduce our reliance on third-parties and decrease our overall cost to mine a Bitcoin. As a result of our strategic changes, during the latter part of 2024 and ongoing, mining production has decreased as we focused on our long-term strategic goals of transitioning to lower-cost hosting sites, vertically integrating to own our own sites, and refreshing our fleet with newer-generation machines.
Current wording
As of March 31, 2026, we have a total hashrate capacity of 0.84 exahash per second (“EH/s”). We are strategizing for our future growth and have refreshed a significant portion of our fleet with newer-generation machines to bolster efficiency. In February 2026, we completed the sale of older generation mining equipment not in service for proceeds of $1.2 million, which was applied to the purchase of new mining equipment. As of March 2025, we have a self-owned 8 megawatt facility in Iowa (“Iowa Site”). Vertically integrating with self-owned facilities, such as our Iowa Site, allows us to reduce our reliance on third-parties and decrease our overall cost to mine a Bitcoin. As a result of our recent strategic changes, mining production has decreased as we focused on our long-term goals of (i) transitioning to lower-cost hosting sites, (ii) vertically integrating to own our own sites, and (iii) refreshing our fleet with newer-generation machines.
Previous wording
During the nine months ended September 30, 2025, we mined 84.3 Bitcoin, which represented a decrease of 40.4% over the 141.5 Bitcoin we mined in the last nine months of 2024. The decrease was primarily due to the April 2024 halving event, and our transition to lower-cost hosting sites and refreshing our fleet with newer-generation machines. Based on our existing operations and expected deployment of miners we have purchased, we anticipate continuing to increase exahash throughout 2025. We do not have scheduled downtime for our miners. We periodically perform both scheduled and unscheduled maintenance on our miners. Depending on the type of repair, the miner may run at a reduced speed or be taken offline. We use multiple software programs to monitor the performance of our machines. The miners owned as of September 30, 2025 have an average efficiency (joules per terahash – “J/th”) of 23.6 J/th. The miner efficiency is an indication of how efficiently we can earn Bitcoin and minimize cost to run the miner. Currently, we intend only to mine Bitcoin and we hold no other cryptocurrency other than Bitcoin.
Current wording
During the three months ended March 31, 2026, we mined 25.3 Bitcoin, which represented a decrease of 17.0% over the 30.5 Bitcoin we mined during the three months ended March 31, 2025. The decrease was primarily due to our transition to lower-cost hosting sites and refreshing our fleet with newer-generation machines. Based on our existing operations and expected deployment of miners we have purchased, we anticipate continuing to increase exahash throughout 2026. We do not have scheduled downtime for our miners. We periodically perform both scheduled and unscheduled maintenance on our miners. Depending on the type of repair, the miner may run at a reduced speed or be taken offline. We use software programs to monitor the performance of our machines. The miners operating as of March 31, 2026 have an average efficiency (joules per terahash – “J/th”) of 17.1 J/th. The miner efficiency is an indication of how efficiently we can earn Bitcoin and minimize cost to run the miner. Currently, we intend only to mine Bitcoin and we hold no other cryptocurrency other than Bitcoin. We do not have any power purchase agreements for the supply of power.
Previous wording
As of September 30, 2025, we held approximately 22.7 Bitcoin. The fair value of our Bitcoin as of September 30, 2025 was approximately $2.6 million on our consolidated balance sheet.
Current wording
As of March 31, 2026, we held approximately 26.2 Bitcoin. The fair value of our Bitcoin as of March 31, 2026 was approximately $1.8 million on our consolidated balance sheet.
Previous wording
The Third Quarter of 2025 Compared with the Third Quarter of 2024
Current wording
The First Quarter of 2026 Compared with the First Quarter of 2025
Previous wording
For the third quarter of 2025 and 2024, we had revenues of $2.6 million and $2.4 million, respectively. The $0.2 million increase in revenue is primarily due to the increase in the fair value of Bitcoin offset by the process of removing our older mining equipment and replacing them with newer generation machines. The refreshing of our mining equipment is expected to be an ongoing process through 2025 which may result in further fluctuations in exahash. During the third quarter of 2025 and 2024, all of our revenue was derived from Bitcoin mining.
Current wording
During the first quarter of 2026 and 2025, we had revenues of $1.9 million and $2.8 million, respectively. The $0.9 million decrease in revenue is primarily due to the process of removing older mining equipment and replacing it with newer generation machines resulting in fewer machines mining and less Bitcoin mined, and a decrease in the fair value of Bitcoin. The refreshing of our mining equipment is substantially complete as of the end of the first quarter of 2026. During the first quarter of 2026 and 2025, all of our revenue was derived from Bitcoin mining.
Previous wording
For the third quarter of 2025 and 2024, direct cost of revenues were $2.0 million and $2.7 million, respectively. The $0.7 million decrease in cost of revenue was primarily due to lower hosting fees related to machines taken offline to be relocated and the transition of removing older mining machines and replacing them with newer generation machines.
Current wording
During the first quarter of 2026 and 2025, direct cost of revenues were $1.6 million and $2.2 million, respectively. The $0.6 million decrease in cost of revenue was primarily due to lower hosting fees related to older machines taken offline, sold, and replaced with newer generation machines, as well as lower cost of revenue at our Iowa Site.
Previous wording
General and administrative expenses were $1.8 million and $3.0 million for the third quarter of 2025 and 2024, respectively. The $1.2 million decrease was primarily due to a $1.2 million decrease in legal fees related to a resolved litigation, a decrease of $0.3 million in share-based compensation primarily related to forfeited awards, a $0.2 million decrease in insurance expense. These decreases were offset by a $0.3 million provision for the remaining portion of the Rebel Mining Company settlement that is in default and a $0.2 million increase in costs related to strategic business growth efforts.
Current wording
General and administrative expenses were $2.5 million and $3.2 million for the first quarter of 2026 and 2025, respectively. The $0.7 million decrease was primarily due to a $1.1 million decrease in legal fees related to a resolved litigation, and a $0.1 million decrease in insurance expense. These decreases were offset by a $0.3 million increase in costs related to strategic business growth efforts, and a $0.2 million increase in share-based compensation.
Previous wording
Loss on disposal of property and equipment was $1.7 million and $0.7 million for the first nine months of 2025 and 2024, respectively, and primarily related to the sale of mining equipment.
Current wording
Loss on disposal of property and equipment was $0.2 million and $0.8 million for the first quarter of 2026 and 2025, respectively, and related to the sale of mining equipment.
Previous wording
Change in fair value of Bitcoin was a gain of $0.1 million for the third quarter of 2025 and an immaterial loss for the third quarter of 2024. The gain or loss was the change in fair value of Bitcoin held, as well as the gains and losses from when Bitcoin was sold.
Current wording
Change in fair value of Bitcoin was a loss of $0.6 million and $0.2 million for the first quarter of 2026 and 2025, respectively. The loss was the change in fair value of Bitcoin held, as well as the loss from when Bitcoin was sold.
Previous wording
Investment gain (loss) was a loss of $0.2 million and gain of $2.4 million for the third quarter of 2025 and 2024, respectively, and related to realized and unrealized gains and losses on our equity investment in Core Scientific Inc.
Current wording
Investment loss was nil and loss of $3.7 million for the first quarter of 2026 and 2025, respectively, and related to unrealized losses on our equity investment in Core Scientific Inc.
Previous wording
Our principal sources of liquidity are our existing cash, cash equivalents, and our At-the-Market (“ATM”) facility. We expect to fund our operations going forward with existing cash resources, anticipated revenue from our Bitcoin mining operation, and cash that we may raise through future financing transactions. At September 30, 2025, we had cash and cash equivalents of $5.3 million compared to cash and cash equivalents of $5.4 million at December 31, 2024. As of September 30, 2025, we had working capital of $8.3 million, reflecting a decrease of $5.5 million since December 31, 2024. Cash management continues to be a priority and we are phasing out high-cost hosting contracts, leveraging our access to capital, and reducing our overall mining costs.
Current wording
Our principal sources of liquidity are our existing cash and cash equivalents. We expect to fund our operations going forward with existing cash resources, revenue from our Bitcoin mining operation, and cash that we may raise through future financing transactions. At March 31, 2026, we had cash and cash equivalents of $3.1 million compared to cash and cash equivalents of $3.7 million at December 31, 2025. As of March 31, 2026, we had working capital of $5.0 million, reflecting a decrease of $1.9 million since December 31, 2025.
Previous wording
At-the-Market Offering Program. On January 3, 2025, we entered into a sales agreement (the “AGP Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”). In accordance with the terms of the AGP Agreement, we may offer and sell from time to time through or to the Sales Agent, as agent or principal, the Company's common shares having an aggregate offering price of up to $8.0 million (the “Placement Shares”). The AGP Agreement can be terminated by either party by giving two days written notice. We expect that any proceeds received from the facility will be used primarily for working capital and general corporate purposes and in furtherance of our corporate strategy which may include to accelerate efficiency, for the purchase/upgrade of the Company’s mining fleet, and vertical integration of infrastructure.
Current wording
At-the-Market Offering Program. On January 3, 2025, we entered into a sales agreement (the “ATM Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”). In accordance with the terms of the ATM Agreement, we may offer and sell from time to time through or to the Sales Agent, as agent or principal, the Company's common shares having an aggregate offering price of up to $8.0 million (the “Placement Shares”). The ATM Agreement can be terminated by either party by giving two days written notice. We expect that any proceeds received from the facility will be used primarily for working capital and general corporate purposes and in furtherance of our corporate strategy which may include to accelerate efficiency, for the purchase/upgrade of the Company’s mining fleet, and vertical integration of infrastructure.
Previous wording
Neither us nor the Sales Agent are obligated to sell any Placement Shares pursuant to the AGP Agreement. Subject to the terms and conditions of the AGP Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market (“Nasdaq”), to sell the Placement Shares from time to time based upon our instructions, including any price, time or size limits or other customary parameters or conditions we may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. For the three and nine months ended September 30, 2025, under the AGP Agreement the Company issued 917,431 and 1,127,879 common shares, respectively, for $0.6 million and $0.7 million of net proceeds, respectively.
Current wording
Neither us nor the Sales Agent are obligated to sell any Placement Shares pursuant to the ATM Agreement. Subject to the terms and conditions of the ATM Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq, to sell the Placement Shares from time to time based upon our instructions, including any price, time or size limits or other customary parameters or conditions we may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. For the three months ended March 31, 2026 and 2025, under the ATM Agreement the Company issued 256,142 and 21,045 common shares, respectively, for $0.4 million and $0.1 million of net proceeds, respectively. Subsequent to March 31, 2026, under the ATM Agreement we issued 389,865 common shares for $0.6 million of net proceeds.
Previous wording
Management has projected that based on our recurring losses, negative cash flows from operating activities, and our hashing rate at September 30, 2025, cash on hand may not be sufficient to allow us to continue operations and there is substantial doubt about our ability to continue as a going concern within 12 months from the date of issuance of our financial statements if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. We require additional capital and if we are unsuccessful in raising that capital at a reasonable cost and at the required times, or at all, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations. In an effort to mitigate these risks we expect to take steps to lower our cost of mining and also refresh our mining fleet to increase our mining efficiency.
Current wording
Management has projected that based on our recurring losses, negative cash flows from operating activities, and our hashing rate at March 31, 2026, cash on hand may not be sufficient to allow us to continue operations and there is substantial doubt about our ability to continue as a going concern within 12 months from the date of issuance of our financial statements if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. We require additional capital and if we are unsuccessful in raising that capital at a reasonable cost and at the required times, or at all, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations. In an effort to mitigate these risks we are taking steps to lower our cost of mining and have refreshed our mining fleet to increase our mining efficiency.
Previous wording
Significant changes from our current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) decreases in the value of cryptocurrency; and (iv) if we do not maintain compliance with the requirements of Nasdaq and/or we do not maintain our listing with Nasdaq could have a material adverse impact on our ability to access the level of funding necessary to continue its operations at current levels. These factors, among others, should they occur may result in our inability to continue as a going concern within 12 months from the date of issuance of our financial statements. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
Significant changes from our current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) decreases in the value of cryptocurrency; and (iv) if we do not maintain compliance with the requirements of Nasdaq and/or we do not maintain our listing with Nasdaq it could have a material adverse impact on our ability to access the level of funding necessary to continue operations at current levels. These factors, among others, should they occur may result in our inability to continue as a going concern within 12 months from the date of issuance of our financial statements. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
Net cash used in operating activities. The use of cash during the first nine months of 2025 was primarily a result of our net loss of $11.4 million, offset by $7.4 million in non-cash items, which primarily included a realized gain on sale of investment in equity securities, depreciation and amortization, share-based compensation expense, loss on disposal of property and equipment, impairment of property and equipment, provision for loss on other assets, change in fair value of Bitcoin, and nonemployee share-based compensation performance award expense.
Current wording
Net cash used in operating activities. The use of cash during the first three months of 2026 was primarily a result of our net loss of $4.1 million, offset by $2.3 million in noncash items, which primarily included depreciation and amortization, share-based compensation expense, loss on disposal of property and equipment, and change in fair value of Bitcoin.
Previous wording
Net cash provided by investing activities. During the first nine months of 2025, we received $7.6 million from proceeds from the sale of Bitcoin, $8.0 million from proceeds from the sale of investment in equity securities, and $0.5 million for the sale of miners originally included in mining equipment, offset by $3.5 million of payments for the purchase of property and equipment consisting of infrastructure for our Iowa mining site completed in 2025 and newer generation mining machines. During the first nine months of 2024, we received $10.5 million from proceeds from the sale of investment in equity securities and $1.5 million from proceeds from the sale of Bitcoin, offset by $4.6 million of payments for the purchase of property and equipment consisting of newer generation mining machines.
Current wording
Net cash provided by investing activities. During the first three months of 2026, we received $2.8 million from proceeds from the sale of Bitcoin. During the first three months of 2025, we received $2.1 million of proceeds from the sale of Bitcoin, and $0.2 million of proceeds from the sale of older mining machines, offset by $1.0 million of payments for the purchase of property and equipment consisting of newer generation mining machines.
Previous wording
Net cash provided by financing activities. For the first nine months of 2025, we received $0.7 million of net proceeds from the issuance of common shares through our AGP Agreement.
Current wording
Net cash provided by financing activities. For the first three months of 2026 and 2025, we received $0.4 million and $0.1 million of net proceeds from the issuance of common shares through our ATM Agreement.
Previous wording
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are outlined in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Current wording
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management has determined that there are no critical accounting estimates that require disclosure. Our significant accounting policies are outlined in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The First Nine Months of 2025 Compared with the First Nine Months of 2024
Previous report — wording carried elsewhere
Cost of Revenue (exclusive of depreciation and amortization expense)
Previous report — wording carried elsewhere
Loss on Disposal of Property and Equipment
Previous report — wording carried elsewhere
Change in Fair Value of Bitcoin