{"url_path":"/sec/any/8-k/2026-06-03/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1591956/0001062993-26-003037-index.html","accession_number":"0001062993-26-003037","cik":"0001591956","ticker":"ANY","issuer_name":"Sphere 3D Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1591956/0001062993-26-003037-index.html","primary_entity_key":"0001591956","primary_entity_name":"Sphere 3D Corp."},"word_count":812,"has_tables":true,"body_markdown":"**Item 9.01 Financial Statements and Exhibits.**\n\n(a) Financial Statements of Business Acquired.\n\nThe historical audited consolidated financial statements of Cathedra as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 and the related notes thereto, together with the reports of SRCO Professional Corporation, independent registered public accounting firm, concerning those financial statements and related notes, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference. The unaudited consolidated financial statements of Cathedra as of March 31, 2026 and 2025 and for the three months ended March 31, 2026 and 2025 and the related notes thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated by reference.\n\n(b) Pro Forma Financial Information.\n\nThe unaudited pro forma condensed combined balance sheet of Sphere and Cathedra as of March 31, 2026 and the unaudited pro forma condensed combined statement of comprehensive income of Sphere and Cathedra for the year ended December 31, 2025 and the three months ended March 31, 2026, including the related notes thereto, giving effect to the Arrangement, are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference. The unaudited pro forma financial information gives effect to the Arrangement on the basis of, and subject to, the assumptions set forth in accordance with Article 11 of Regulation S-X.\n\n(d) Exhibits.\n\n**ExhibitNumber**\n**Description**\n\n[2.1 *](http://www.sec.gov/Archives/edgar/data/1591956/000106299326001384/exhibit2-1.htm)\n[Arrangement Agreement, dated as of March 5, 2026, by and among Sphere 3D Corp., S3D Acquisition Corp. and Cathedra Bitcoin Inc. (incorporated by reference to Exhibit 2.1 of Sphere's Current Report on Form 8-K filed with the SEC on March 11, 2026).](http://www.sec.gov/Archives/edgar/data/1591956/000106299326001384/exhibit2-1.htm)\n\n[3.1](exhibit3-1.htm)\n[Sphere 3D Corp. Articles of Amendment of Series I Preferred Shares.](exhibit3-1.htm)\n\n[10.1*](exhibit10-1.htm)\n[Employment Agreement, by and among Sphere 3D Mining Corp., Sphere 3D Corp., and Joel Block, dated June 1, 2026. ](exhibit10-1.htm)\n\n[10.2*](exhibit10-2.htm)\n[Fourth Amended and Restated Employment Agreement, by and among Sphere 3D Corp. and Kurt Kalbfleisch, dated May 29, 2026.](exhibit10-2.htm)\n\n[10.3](exhibit10-3.htm)\n[Form of Voting Agreement for Thomas Masiero and Gavin Qu.](exhibit10-3.htm)\n\n[10.4](exhibit10-4.htm)\n[Form of Voting Agreement for Joel Block.](exhibit10-4.htm)\n\n[10.5](exhibit10-5.htm)\n[Form of Indemnity Agreement.](exhibit10-5.htm)\n\n[23.1](exhibit23-1.htm)\n[Consent of SRCO Professional Corporation.](exhibit23-1.htm)\n\n[99.1](exhibit99-1.htm)\n[Press Release dated June 1, 2026.](exhibit99-1.htm)\n\n[99.2](exhibit99-2.htm)\n[Audited Consolidated Financial Statements of Cathedra for the years ended December 31, 2025 and 2024 and the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon.](exhibit99-2.htm)\n\n[99.3](exhibit99-3.htm)\n[Unaudited Consolidated Financial Statements of Cathedra as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 and the notes related thereto.](exhibit99-3.htm)\n\n[99.4](exhibit99-4.htm)\n[Unaudited Pro Forma Condensed Combined Financial Information as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025.](exhibit99-4.htm)\n\n104\nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n***   **Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).  Sphere agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.\n\n**No Offer or Solicitation**\n\nThis Current Report on Form 8-K is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities in any jurisdiction.\n\n**Forward-Look Statements and Cautionary Statements**\n\nThis communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as \"may,\" \"will,\" \"should,\" \"expects,\" \"plans,\" \"anticipates,\" \"could,\" \"intends,\" \"target,\" \"projects,\" \"contemplates,\" \"believes,\" \"estimates,\" \"predicts,\" \"potential\" or \"continue\" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected.  Forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of Sphere and Cathedra.  The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the SEC, including Sphere's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.\n\n**SIGNATURES**\n\nPursuant 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.\n\nDate: June 3, 2026\n\n \n**SPHERE 3D CORP.**\n\n \n \n \n\n \nBy:\n/s/ Kurt Kalbfleisch\n\n \n \nKurt Kalbfleisch\n\n \n \nChief Financial Officer"}