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Sphere 3D adopts one-year shareholder rights plan amid share accumulation

August 10, 2026 8:02 AM

Sphere 3D Corp. (NASDAQ: ANY) said its board of directors has approved a limited-duration shareholder rights plan, effective August 10, 2026, and expiring at the close of business on August 10, 2027.



The plan was adopted in response to what the company described as a substantial accumulation of its common shares. Under the terms of the agreement, one right will attach to each common share outstanding as of the close of business on August 20, 2026, which serves as the record date for the issuance of the rights.



The rights will generally become exercisable if any person or group acquires 20% or more of the company's outstanding common shares. If triggered, holders of rights — excluding the acquiring person and related parties — may purchase additional common shares at a discount to the then-current market price. Acquisitions made through a "Permitted Bid" would not trigger the plan.



TSX Trust Company is serving as rights agent under the agreement. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to Sphere 3D.



The announcement follows Sphere 3D's recently completed business combination with Cathedra Bitcoin. The company also disclosed a pending name change to DarkHorse Technologies, along with a new board of directors and new management. Sphere 3D currently operates approximately 53 MW of power capacity across multiple U.S. data center locations, with a development pipeline exceeding 100 MW.



Additional details will be included in a Form 8-K filing with the U.S. Securities and Exchange Commission.

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