UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 9, 2026, Sphere 3D Corp. (the "Company") filed Articles of Amendment (the "Amendment") to effectuate a share consolidation (the "Share Consolidation") of its issued and outstanding common shares in the ratio of 1-for-10. The Share Consolidation became effective on February 9, 2026. Following the Share Consolidation, every ten (10) issued and outstanding common shares of the Company was automatically combined and converted into one (1) issued and outstanding common share of the Company. No fractional shares will be issued in connection with Share Consolidation. If the Share Consolidation results in a fractional share, the number of new common shares issued will be rounded up to the nearest whole share.
As previously announced, on May 29, 2025, the Company's shareholders approved the Share Consolidation at the 2025 annual meeting of shareholders and authorized the Board of Directors of the Company (the "Board"), in its discretion, to effect a share consolidation of the Company's common shares at a specific ratio, ranging from one-for-two to one-for-ten, to be determined by the Board and effected, if at all, within one year from the date of the annual meeting of the shareholders. On February 2, 2026, the Board determined to effect the Share Consolidation at a ratio of 1-for-10 and to approve the corresponding final form of the Amendment.
The Company's common shares began trading on a Share Consolidation-adjusted basis on the Nasdaq Capital Market at the opening of trading on February 10, 2026. In connection with the Share Consolidation, the Company's common shares commenced trading with a new CUSIP number, 84841L506, and continue to be traded under the existing trading symbol "ANY". The Company's transfer agent, TSX Trust Company, is acting as exchange agent for the Share Consolidation and has sent instructions to shareholders of record regarding the exchange of certificates for common shares.
The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On February 6, 2026, the Company issued a press release announcing the Share Consolidation. A copy of the of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Articles of Amendment of the Company dated February 9, 2026. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 12, 2026
SPHERE 3D CORP.
By: /s/ Kurt Kalbfleisch
Kurt Kalbfleisch
Chief Executive Officer